| Wayne B. Lowell _______________________
| | | (1)The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.Paul Chamberlain | | Jacqueline Kosecoff | | Myrna Soto | | |
Compensation(1)The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
CHCM Committee
The Board has determined that each memberCHCM Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available in the Investor Relations section of the Compensation Committee is independent under NYSE listing standards and Rule 10C-1 promulgated under the Exchange Act, a “non-employee director”Company’s website: investor.trinet.com/investor-relations. The CHCM Committee's name was updated in May 2023 to reflect its oversight duties with respect to human capital management related items as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code. described below. The primary functions of the Compensationour CHCM Committee include: •determining and approving goals orand objectives relevant to the compensation offor our executive officers,compensation program, evaluating theirexecutive performance in light of suchagainst those goals and objectives, and theirapproving the individual compensation levels and other terms of employment in light of such performance, goalsincluding, without limitation, reviewing, approving and objectives, including reviewing and approvingadministering any employment agreements, severance agreements or plans, change in control agreements, plans or provisions and any other compensatory arrangements;arrangements with our executive officers; •reviewing and approving the compensation of Board members, including consulting, retainer, Board meeting, committee meeting and committee chair fees and equity grants or awards; •overseeing administration of our equity incentive plans, establishing guidelines, interpreting plan documents, approving grants and awards, and exercising such other power and authority as may be permitted or required under such plans; •reviewing and recommending to theour Board the adoption, amendment and termination of our equity incentive plans; •reviewing, in consultation with the CEO, the Company's management succession planning, excluding policies and planning for CEO selection and succession for whom the Company's Nominating and Corporate Governance Committee is responsible; •overseeing administration of the Company's tax-qualified retirement plans and benefits policies generally; •reviewing and assessing risks arising from the Company's employee compensation policies and practices, organizational talent and development, as well as general management succession risks; •assessing the independence of each compensation consultant, legal counsel and other advisor to the Compensationour CHCM Committee in accordance with and to the extent required by applicable law and the NYSE listing requirements of any stock exchange on which any of our capital stock is listed;standards; •reviewing and discussing with our management the disclosures contained under the caption “Compensation Discussion and Analysis” for use in any of our annual reports on Form 10-K, registration statements orand proxy statements in accordance with
and to the extent required by applicable law and the listing requirements of any stock exchange on which our capital stock is listed, and recommending to the Board that such Compensation Discussion and Analysis be approved for inclusion therein;
preparing and reviewing the Compensation Committee’s report on executive compensation to be included in our annual proxy statement, in accordance with and to the extent required by applicable law and the NYSE listing requirements of any stock exchangestandards and recommending to our Board that such Compensation Discussion and Analysis be approved for inclusion therein;
•preparing and reviewing our CHCM Committee’s reports on whichexecutive compensation to be included in our capital stock is listed;annual proxy statements in accordance with and to the extent required by applicable law and the NYSE listing standards; •investigating any matter brought to the attention of the Compensationour CHCM Committee within the scope of its duties if, in the judgment of the Compensationour CHCM Committee, such investigation is appropriate; •periodically reviewing and monitoring human capital management policies and strategies, including with respect to diversity, equity & inclusion and culture; •reviewing and assessing the adequacy of the Compensationour CHCM Committee’s charter periodically and recommending any proposed changes to theour Board for approval; and •conducting an evaluation of the performance of the Compensationour CHCM Committee periodically.
Our Board has adopteddetermined that each member of our CHCM Committee is independent under NYSE listing standards and Rule 10C-1 promulgated under the Exchange Act and a written Compensation“non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The CHCM Committee charter that is available to stockholders on our website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.held five meetings during 2023. CompensationCHCM Committee Processes and Procedures
Typically, the CompensationOur CHCM Committee meets regularly during the year. The agenda for each meeting is usually developed by the ChairmanChair of the Compensationour CHCM Committee, often in consultation with theour CEO, CLO, Chief ExecutivePeople Officer Chief Legal Officer, our Human Resources Department and our outsideCHCM Committee's independent compensation consultants, if applicable. Theconsultant, Meridian Compensation Partners ("Meridian"). Our CHCM Committee meets regularly in executive session. From time to time, various members of management and other employees, as well as outside advisors orand consultants, may be invited by the Compensationattend CHCM Committee meetings to make presentations toand provide financial orand other background information orand advice orrelevant to otherwise participate in CompensationCHCM Committee meetings. The Chief Executive Officer maydeliberations. Our CEO does not participate in or beand is not present during any deliberations or determinations of the Compensationour CHCM Committee regarding his compensation or individual performance objectives.
The charterIn certain situations, our CHCM Committee may delegate its authority to a subcommittee or to our CEO in connection with the grant of certain equity awards. In 2017, our CHCM Committee formed the Equity Award Committee, which as of this filing consists of two members of the CompensationCHCM Committee, grantsMr. Chamberlain and Dr. Kosecoff. The primary purpose of the CompensationEquity Award Committee is to administer the Company's equity incentive plans and to grant equity awards thereunder, primarily to our Section 16 officers, without limiting the authority of our CHCM Committee. Our CHCM Committee also has delegated to the CEO the authority, subject to certain limitations such as the maximum value for each award, to grant a limited number of restricted stock unit awards ("RSUs") to certain non-executive employees and consultants of the Company annually and in connection with their hiring or promotion or for retention purposes, in each case pursuant to the terms of such policy and the Company's equity incentive plan.
Under its charter, our CHCM Committee has full access to all of our books, records, facilities and personnel. In addition, under the charter, the Compensationour CHCM Committee has authority to engage and retain legal counsel, orcompensation consultants and other experts orand consultants as it deems appropriate to carry out its responsibilities. The CompensationOur CHCM Committee has direct responsibility for the oversight of the work of any advisers engagedperformed by and for approving the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. terms of these advisors. Under theits charter, the Compensationour CHCM Committee may select or receive advice from a compensation consultant, legal counsel or other adviser to the Compensation Committee,advisor other than in-house legal counsel and certain other types of advisers,advisors only after taking into consideration six factors prescribed by the SEC and as set forth in the NYSE listing standards that bear upon the adviser’sadvisor’s independence; however, there is no requirement that any adviseradvisor be independent. After In 2023, after taking these factors into consideration, our CHCM Committee determined that Meridian met the factors prescribed by the SECindependence test outlined herein, confirmed that Meridian's work did not raise any conflicts of interest and NYSE, the Compensation Committee engaged Compensia as compensation consultants. In 2015, the Compensation Committee requested that Compensia, as part ofMeridian to assist it in connection with its engagement:
assist in refining our compensation strategyreview, analysis and in the design of the annual and long-term incentive compensation plans for our senior personnel;
evaluate the efficacy of our compensation practices in supporting and reinforcing our long-term strategic goals;
provide advicedeterminations with respect to the compensation best practices and market trends forof our senior personnel, and membersincluding our Named Executive Officers. For a list of our BoardNamed Executive Officers, see the section titled “Compensation Discussion and Analysis, Named Executive Officers” below. For a summary of Directors;the nature and scope of the services provided to our CHCM Committee by Meridian, see the section titled "Compensation Discussion and Analysis, Oversight and Design of our Compensation Program, Role of Compensation Consultant" below.
evaluate ourFor the 2023 fiscal year, Meridian also reviewed the compensation peer group our CHCM Committee uses to be usedaid in the development of reasonable and competitive compensation levels and practices;
evaluate the competitiveness of our executive and director compensation programs;
provide ad hoc advice and support throughout the year; and
assist with the development of our executive compensation-related disclosure in consultation with our outside legal advisers.
The Compensation Committee also asked Compensia to review the comparative group of companies developed in 2014, recommend anypractices, recommended changes or updates to thatour peer group of companies and perform analysesperformed a competitive market analysis of competitive performance and compensation levels for that group of companies for 2015. Compensia presented its analysis to the Compensation Committee for its consideration.peer group. Management also evaluated the analysis and provided input for theour CHCM Committee’s consideration. Following an active dialogue with CompensiaMeridian and management, the Compensationour CHCM Committee established the 2015our 2023 executive compensation program, which is discussed in the Compensationsection titled "Compensation Discussion and Analysis section of this Proxy Statement.Analysis."
Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held duringin the first quarter of each year, our CHCM Committee conducts its annual review of Company performance against our compensation plan goals and objectives for the prior year, determines executive cash incentive and performance equity award payments under those plans, sets executive compensation levels, and establishes new performance objectives and goals for the current year. However, as circumstances warrant, the CompensationOur CHCM Committee also considers matters at various meetings throughout the year
related to individual compensation (such as compensation for new executive hires), as well as high-level strategic compensation issues, such as the general efficacy of our compensation strategy, potential modifications to that strategy, retention and performance-specific compensation requirements and new trends, plans or approaches to compensation among our peer group or more generally. Generally, the Compensation Committee’s annual compensation review process comprises two related elements: (1) the determination of compensation levels and (2) the establishment of performance objectives for the current year. For executive officers other than the Chief Executive Officer, the CompensationOur CHCM Committee solicits and considers evaluations and recommendations submittedfrom our CEO regarding the performance of executives other than himself. For our CEO, our CHCM Committee conducts its own evaluation and makes compensation and incentive award adjustments accordingly. Our CHCM Committee also reviews and approves the compensation of our non-employee directors as appropriate from time to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. time. As part of its deliberations, our CHCM Committee will use the Compensation CommitteeBoard's annual evaluation of our CEO's performance and may review and consider materials such as financial reports and projections, operational data, tax and accounting information, total compensation that may become payable to executives, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and recommendations of the Compensation Committee’s compensation consultant,Meridian, including analyses of executive and director compensation paid at other companies, as appropriate. The specific determinations of the Compensationour CHCM Committee with respect to executive compensation for 20152023 are described in greater detail in the section titled “Compensation Discussion and Analysis” section of this Proxy Statement.Analysis.” CompensationCHCM Committee Interlocks and Insider Participation
None of the members of the CompensationCHCM Committee isare currently or hashave been at any time one of our officers or employees. None of our executive officers currently serves,serve or hashave served during the last year as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of theour Board or the CompensationCHCM Committee.
Compensation Committee Report (1)
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
H. Raymond Bingham
John H. Kispert
Wayne B. Lowell
_______________________
| | (1) | The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
Nominating and Corporate Governance Committee The primary functions of the Nominating and Corporate Governance Committee include: •reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs; •recommending criteria for the selection of candidates to the Board and its committees and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by stockholders; •recommending to the Board director nominees for election at the next annual or special meeting of stockholders at which directors are to be elected or filling any vacancies or newly created directorships that may occur between such meetings; •recommending directors for appointment to Board committees; •making recommendations to the Board as to determinations of director independence; •overseeing the evaluation of the Board; •developing and recommending to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and overseeing compliance with such Corporate Governance Guidelines and Code of Business Conduct and Ethics; •periodically reviewing the Company's succession planning and policies for CEO selection and succession; and •reviewing and evaluating the Company's approach to environmental, social, and governance ("ESG") matters, including the Company's ESG program, ESG reporting and risk associated with such program and reporting.
Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the NYSE listing standards. The functions of the Nominating and Corporate Governance Committee include: reviewing periodically and evaluating director performance on the Board and its applicable committees, and recommending to the Board and management areas for improvement;
interviewing, evaluating, nominating and recommending individuals for membership on the Board;
reviewing and recommending to the Board any amendments to our corporate governance policies; and
reviewing and assessing, at least annually, the performance of the Nominating and Corporate Governance Committee and the adequacy of its charter.
The Nominating and Corporate Governance Committee has authority to engage legal counsel orand other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has adopted a written Nominating and Corporate Governance CommitteeCommittee's authority, duties and responsibilities are described in its charter, thatwhich is reviewed annually and revised and updated as warranted. The charter is available to stockholders on our website at http://in the Investor Relations section of the Company's website: investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.investor-relations.
TheOur Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 yearsindependence and commitment to rigorously representing the long-term interests of age and having the highest personal integrity and ethics. TheCompany's stockholders. Our Nominating and Corporate Governance Committee also intends to considerconsiders such factors as possessing relevant expertise and experience upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or hertheir field havingand the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, thejudgment. Our Nominating and Corporate Governance
Committee retains the right to modify these qualifications from time to time.qualifications. Candidates for director nominees are reviewed in the context of the current composition of theour Board, our operating requirements and the long-term interests of stockholders. In conducting this assessment, theour Nominating and Corporate Governance Committee typically considers judgment, diversity, age, skills, background, experience, and such other factors as it deems appropriate, given the current needs of theour Board and TriNet, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, theour Nominating and Corporate Governance Committee reviews these directors’ overall service to TriNet during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee issuch candidates are independent for NYSE purposes, which determination isdeterminations are made based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, ifwhere necessary. TheOur Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates but also may also engage, if it deems appropriate, a professional search firm. TheOur Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of theour Board.
The Our Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. In 2015, the Nominating and Corporate Governance Committee paid a fee to Heidrick & Struggles International, Inc. to assist in the process of identifying or evaluating director candidates.
TheOur Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. TheOur Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates based on whether or not the candidate was recommended by a stockholder, including the minimum criteria set forth above. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to theour Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 1100 San Leandro Blvd.,One Park Place, Suite 400, San Leandro,600, Dublin, California 94577.94568. Submissions must include the information required by Rule 14a-19 under the Exchange Act and Section 5 of our Bylaws, including, without limitation, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our common stock and has been a holder forentitled to vote at least one year.the annual meeting. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Our Nominating and Corporate Governance Committee held five meetings during 2023.
Risk Committee The primary functions of the Risk Committee include: •reviewing the Company's Enterprise-wide Risk Management Policy and approach; •overseeing the operation of the Company's enterprise-wide risk management framework, processes and methodologies; •reviewing enterprise-level risk management objectives and monitoring management's execution of such objectives; •reviewing management's reports on risk management processes, methodologies, controls and capabilities; •reviewing the Company's efforts to foster a culture of risk adjusted decision making without constraining reasonable risk taking and innovation; •reviewing the adequacy of resources of the Company's risk management functions; •monitoring relevant trends and developments in the area of enterprise risk management and oversight; •reviewing the Company's risk profile against its tolerances, including significant risk exposure and risk trends, and the steps management has taken to monitor, control and report such risk exposures and trends; •monitoring the quality and effectiveness of the Company's information security, data privacy and disaster recovery programs and periodically reviewing, appraising and discussing with management the quality and effectiveness of the Company's information security, data privacy and disaster recovery capabilities; •reviewing, approving and monitoring risk management actions for cases escalated to the Committee; •reviewing reports from the Company's management Enterprise Risk Steering Committee; •liaising with other committees of the Board or members of management as necessary or desirable to permit those committees and the Company to carry out their statutory, regulatory and other responsibilities; and •considering such other matters and performing such other actions as the Board or Committee deems necessary or advisable in relation to the Committee's risk management oversight function.
Our Board has determined that each member of the Risk Committee is independent under the NYSE listing standards. The Risk Committee meets as often as it determines is appropriate to carry out its responsibilities. The Risk Committee has authority to engage advisers as it deems appropriate to carry out its responsibilities. The Risk Committee's authority, duties and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available in the Investor Relations section of the Company's website: investor.trinet.com/investor-relations. Our Risk Committee held four meetings in 2023. Stockholder Communications with the Board of Directors TheOur Board has adopted a formal process by which stockholders may communicateStockholder Communication Policy to establish procedures for and to encourage stockholder communications with the Board or any of its directors. This informationThe Stockholder Communication Policy is available on our website at http://website: investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.investor-relations. Any interested person also may however, communicate directly with the presiding lead director or the independent or non-management directors. PersonsIf you are interested in communicating directly with the independent or non-management directors, regarding their concerns or issues are referred toplease follow the procedures for such communications onin our website.Stockholder Communication Policy.
Code of Business Conduct and Ethics Policy TheOur Board has adopted a business ethics policyCode of Business Conduct and Ethics (the "Code") that applies to all of our corporate employees, executive officers and directors, including those executive officers responsible for financial reporting. Our business ethics policyCode is available on our website at http://website: investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.investor-relations. We intend to disclose any amendments to this policy,Code or any waivers of its requirements on our website to the extent permitted or required by applicable SEC rules or stock exchange requirements.
Corporate Governance Guidelines TheOur Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. TheOur Corporate Governance Guidelines set forth the practices theour Board intends to follow with respect to board composition and selection, board responsibilities, board meetings, and involvement of senior management, Chief Executive OfficerCEO and senior management performance evaluation and succession planning, and board committees, and compensation. Our Corporate Governance Guidelines are available on our website at http://website: investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.investor-relations.
PROPOSAL 2 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, andPursuant to Section 14A of the Exchange Act, we are asking our stockholders are entitled to vote to approve on an advisory basis the compensation of our Named Executive Officers as disclosed in this Proxy Statement, including in accordance with SEC rules.the section titled "Compensation Discussion and Analysis" ("CD&A"). This vote is not intended to address any specific item of compensation but rather the overall compensation of all our Named Executive Officers and the executive compensation philosophy, policies and practices described in this Proxy Statement. The compensation of our Named Executive Officers subject to the vote is disclosed inCD&A, as well as the Compensation Discussion and Analysis, therelated compensation tables and the relatedaccompanying narrative disclosure contained in this Proxy Statement.disclosure.
Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to TriNet’s future success for the long-term benefit of stockholders and reward them for doing so. Accordingly, the Board and the Compensation Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. As described more fully in the Compensation Discussion and Analysis beginning on page 20 of this Proxy Statement, our Named Executive Officers are compensated in a manner consistent with our compensation philosophy and the policies and practices described in this Proxy Statement. Some highlights, which are discussed further in the Compensation Discussion and Analysis, of the consistency between the compensation of our Named Executive Officers and our compensation philosophy are as follows:
Annual incentive and long-term incentive compensation represent a significant portion of our executive compensation program. This variable compensation is “at risk” and directly dependent upon the achievement of pre-established corporate goals or stock price appreciation to align the interests of our executives with the interests of our stockholders. In 2015, 83% of our Chief Executive Officer’s total direct compensation consisted of variable, at-risk components. With respect to the other continuing Named Executive Officers, 74% – 90% of their 2015 total direct compensation consisted of variable, at-risk components.
Annual cash incentive bonuses for 2015 were tied to meeting challenging target levels for Net Service Revenues and Adjusted EBITDA, as well as individual management business objectives. Based upon the level of achievement of the corporate financial objectives and management business objectives, and the Compensation Committee’s discretion to reduce bonuses based on actual company financial performance, no bonuses were awarded to our Named Executive Officers or our Chief Executive Officer.
For 2015, the Compensation Committee included performance stock unit (“PSU”) awards in the mix of equity vehicles to be granted to our executive officers. These PSU awards were intended to represent one-third of each executive’s annual long-term incentive compensation award value in 2015. For additional details regarding our 2015 PSU awards to executives, see “Long-Term Equity Incentive Awards” on page 30 of this Proxy Statement.
WeBefore you vote, we urge you to read the Compensation Discussion and Analysis,CD&A, as well as the related compensation tables and the accompanying narrative disclosure contained in this Proxy Statement for detailed information on our executive compensation program, including our compensation philosophy, policies and practices, as well as the processes the Compensation Committee used to determine the design and amounts of the compensation of our Named Executive Officers in 2015.program.
TheOur Board believes that the information provided above and within the Compensation Discussion and Analysis, the related compensation tables and the accompanying narrative disclosure contained in this Proxy Statement demonstrates that our executive compensation program is designed appropriatelystrikes an appropriate balance of long- and is working to ensure thatshort-term performance incentives, reinforces the link between executive pay and the Company's long-term performance, and aligns the interests of our Named Executive Officers are aligned with the intereststhose of our stockholders to support long-term value creation.
stockholders. Accordingly, theour Board is asking the stockholders to indicate their support for the compensation of our Named Executive Officers, as described in the CD&A in this Proxy Statement, by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the compensation paid to TriNet’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” Because the vote is advisory, it is not binding on theour Board, our CHCM Committee or TriNet. Nevertheless, the views expressed by theour stockholders, whether through this vote or otherwise, are important to management and theour Board and, accordingly, theour Board and the CompensationCHCM Committee intend towill consider the results of this vote in making determinations in the future regarding our executive compensation arrangements.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in personattending our 2024 Annual Meeting live or represented by proxy and entitled to vote on the matter at the 2016our 2024 Annual Meeting. Unless the Board decides to modify its policy regarding the frequency of soliciting advisory votes on the compensation of our named executives, theThe next scheduled say-on-pay vote willis expected to be at the 20172025 Annual Meeting of Stockholders. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.2
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TheOur Finance and Audit Committee has selected ErnstDeloitte & YoungTouche LLP (“ErnstDeloitte & Young”Touche”) as our independent registered public accounting firm for the fiscal year ending December 31, 2015,2024 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by theour stockholders at the 2016our 2024 Annual Meeting. ErnstDeloitte & YoungTouche has audited our financial statements since 1996.2017. Representatives of ErnstDeloitte & YoungTouche are expected to be present at the 2016our 2024 Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of ErnstDeloitte & YoungTouche as our independent registered public accounting firm. However, the Finance and Audit Committee is submitting the selection of ErnstDeloitte & YoungTouche to theour stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, theour Finance and Audit Committee will reconsider whether or not to retain that firm.Deloitte & Touche. Even if the selection is ratified, theour Finance and Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of TriNet and our stockholders. The Board is asking the stockholders to ratify the selection of Deloitte & Touche as TriNet's independent registered public accounting firm and vote "FOR" the following resolution: "RESOLVED, the stockholders hereby ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024." The affirmative vote of the holders of a majority of the shares present in personattending our 2024 Annual Meeting live or represented by proxy and entitled to vote on the matter at the 2016our 2024 Annual Meeting will be required to ratify the selection of ErnstDeloitte & Young.Touche.
Principal Accountant Fees and Services On May 6, 2016, our Finance and Audit Committee approved the engagement of Deloitte & Touche as the Company’s independent registered public accounting firm. The following table representssummarizes the aggregate fees billed and accrued for professional services provided by Deloitte & Touche during our fiscal years 2023 and 2022. These fees were approved pursuant to usthe pre-approval policies and procedures described below. | | | | | | | | | | | | | | | | | | | | Fiscal Year Ended December 31, | | ($ in thousands) | 2023 ($) | | 2022 ($) | | | Audit Fees(1) | 6,248 | | 6,447 | | | Audit-related Fees(2) | 35 | | 35 | | | Tax Fees(3) | 134 | | 194 | | | All Other Fees(4) | 228 | | 308 | | | Total Fees | 6,645 | | 6,984 | |
(1)Audit Fees included fees for 2015professional services rendered for the audits of the Company’s 2023 and 20142022 annual consolidated financial statements included in the Company's Annual Report on Form 10-K and reviews of the quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q. (2)Audit-related Fees for the fiscal years ended December 31, 2023 and 2022 consist of assurance and related services by Ernst & Young.the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported under audit fees. Amounts include fees for services provided in connection with registration statements and merger and acquisition due diligence services. (3)Tax Fees include fees for tax compliance, tax advice, tax planning and other tax services. (4)All Other Fees include fees for other audit and review engagements. | | | | | | | | | | | | | Fiscal Year Ended December 31, | | | | 2015 | | 2014 | | | | (in thousands) | Audit Fees(1) | | $ | 11,839 |
| | $ | 2,670 |
| Audit-related Fees(2) | | 183 |
| | 1,826 |
| Tax Fees(3) | | 1 |
| | 231 |
| | Total Fees | | $ | 12,023 |
| | $ | 4,727 |
|
| | (1) | Audit Fees included fees for professional services rendered for the audits of the Company’s 2015 and 2014 annual consolidated financial statements, and reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for 2015. |
| | (2) | For 2014, Audit-related Fees included fees paid for services relating to our March 2014 initial public offering and September 2014 secondary public offering of common stock. For 2015, Audit-related Fees included due diligence services. |
| | (3) | Tax fees include fees for tax compliance, tax advice and tax planning, and other tax services rendered in connection with the Company’s debt and equity financings. |
All fees described above were pre-approved by the Finance and Audit Committee. Pre-Approval Policies and Procedures TheOur Finance and Audit Committee has adopted a policy for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. TheThis policy generally requires pre-approval inof the specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.services. Pre-approval may also be given as part of theour Finance and Audit Committee’s approval of the scope of the engagement of the independent auditorregistered public accounting firm or on an individual, explicit, case-by-case basis before the independent auditorregistered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of theour Finance and Audit Committee’s members, and the Chair of our Finance and Audit Committee has delegated authority to approve certain non-audit services, but the decision must be reported to the full Finance and Audit Committee at its next scheduled meeting.
TheOur Finance and Audit Committee has determined that the rendering of services other than audit services by ErnstDeloitte & YoungTouche is compatible with maintaining the principal accountant’sDeloitte & Touche's independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 31, 2016,28, 2024, information regarding beneficial ownership of our common stock by: •each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock; •each of our Named Executive Officers as defined in "Compensation Discussion and Analysis" on page 20 of this Proxy Statement;Officers; •each of our directors and nominees for director; and •all of our current executive officers and directors as a group. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o TriNet Group, Inc., 1100 San Leandro Blvd.,One Park Place, Suite 400, San Leandro,600, Dublin, California 94577.94568. | | | | | | | | | | | Beneficial Ownership(1) | | Beneficial Owner | | Number of Shares | | Percent of Total | | 5% Holders: | | | | | David C. Hodgson(2)(3) | | 20,436,181 |
| | 28.9 | % | Funds Affiliated with General Atlantic(3) | | 20,091,312 |
| | 28.4 | % | Wellington Management Group LLP(4) | | 6,347,817 |
| | 9.0 | % | Cadian Capital Management(5) | | 6,205,020 |
| | 8.8 | % | Martin Babinec(6) | | 5,092,760 |
| | 7.2 | % | FMR, LLC(7) | | 3,943,036 |
| | 5.6 | % | | Directors and Named Executive Officers: | | | | | Katherine August-deWilde(8) | | 168,752 |
| | * |
| Martin Babinec(6) | | 5,092,760 |
| | 7.2 | % | H. Raymond Bingham(9) | | 385,799 |
| | * |
| | Paul Chamberlain | | 1,756 |
| | * |
| Burton M. Goldfield(10) | | 1,817,448 |
| | 2.6 | % | Kenneth Goldman(11) | | 196,016 |
| | * |
| Gregory L. Hammond(12) | | 208,428 |
| | * |
| David C. Hodgson(2)(3) | | 20,436,181 |
| | 28.9 | % | John H. Kispert(13) | | 108,506 |
| | * |
| Wayne B. Lowell(14) | | 236,016 |
| | * |
| Brady Mickelsen(15) | | 19,847 |
| | * |
| William Porter(16) | | 1,001,746 |
| | 1.4 | % | John Turner(17) | | 318,042 |
| | * |
| All executive officers and directors as a group (14 persons)(18) | | 29,991,297 |
| | 42.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | Beneficial Ownership(1) | | Beneficial Owner | | Number of Shares | | Percent of Total | | | 5% Holders (other than Directors and Named Executive Officers): | | | | | | | Atairos Group, Inc.(2) | | 18,115,859 | | | 35.8 | % | | | Mawer Investment Management Ltd.(3) | | 4,416,927 | | | 8.7 | % | | | Cantillon Capital Management LLC(4) | | 3,720,943 | | | 7.4 | % | | | The Vanguard Group(5) | | 2,786,107 | | | 5.5 | % | | | Directors: | | | | | | | Michael J. Angelakis(6) | | 18,115,859 | | | 35.8 | % | | | Paul Chamberlain(7) | | 36,716 | | | * | | | Ralph A. Clark(8) | | 7,741 | | | * | | | Maria Contreras-Sweet(9) | | 8,403 | | | * | | | Burton M. Goldfield(10) | | 379,432 | | | * | | | David C. Hodgson(11) | | 26,260 | | | * | | | Jacqueline Kosecoff(12) | | 12,358 | | | * | | | Wayne B. Lowell(13) | | 87,573 | | | * | | | Michael Q. Simonds(14) | | — | | | * | | | Myrna Soto(15) | | 7,058 | | | * | | | Non-Director Named Executive Officers: | | | | | | | Kelly Tuminelli(16) | | 38,410 | | | * | | | Jay Venkat(17) | | 16,105 | | | * | | | Alex Warren(18) | | 3,404 | | | * | | | Samantha Wellington(19) | | 25,137 | | | * | | | All current executive officers and directors as a group (14 persons)(20) | | 18,764,456 | | | 37.1 | % | |
| | (1) | This table is based upon information supplied by executive officers, directors and certain principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated in the footnotes to this table, applicable percentages are based on 70,718,423 shares outstanding on March 31, 2016, adjusted as required by rules promulgated by the SEC. Common stock subject to stock options currently exercisable or exercisable within 60 days of March 31, 2016, or issuable upon settlement of restricted stock units within 60 days of March 31, 2016, is deemed to be outstanding for computing the percentage ownership of the person holding these options or restricted stock units and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person. |
| | (2) | Includes (i) the shares described in footnote 3 below, (ii) 60,000 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (iii) 465 shares held by Mr. Hodgson's dependent. Mr. Hodgson disclaims beneficial ownership of all shares held by GA TriNet and HR Acquisitions except to the extent of his pecuniary interest therein. |
| | (3) | Includes (i) 18,972,325 shares owned by GA TriNet, LLC (“GA TriNet”) and (ii) 1,118,987 shares owned by HR Acquisitions, LLC (“HR Acquisitions”). The members of GA TriNet are General Atlantic Partners 79, L.P., a Delaware limited partnership (“GAP 79”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GAP 84”), GAP-W, LLC, a Delaware limited liability company (“GAP-W”), |
GapStar, LLC,(1)This table is based upon information supplied by executive officers, directors and certain principal stockholders and Schedules 13D and 13G and Form 4s filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated in the footnotes to this table, applicable percentages are based on 50,573,176 shares outstanding on March 28, 2024, adjusted as required by rules promulgated by the SEC. Common stock subject to stock options currently exercisable or exercisable within 60 days of March 28, 2024 or issuable upon settlement of RSUs within 60 days of March 28, 2024 is deemed to be outstanding for computing the percentage ownership of the person holding these options or RSUs and the percentage ownership of any group of which the holder is a Delaware limited liability company (“GapStar”), GAP Coinvestments CDA,member but is not deemed outstanding for computing the percentage of any other person.
(2)Based on information supplied in a Schedule 13D/A filed with the SEC on September 15, 2023 and a Form 4 filed with the SEC on August 1, 2023 reporting beneficial ownership of (i) 14,916,419 shares directly held by AGI-T, L.P., a Delaware limited partnership (“GAPCO CDA”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”)(ii) 3,169,354 shares directly held by A-A SMA, L.P., and GAPCO GmbH & Co. KG, a German limited partnership (“GAPCO KG”). The members(iii) 27,279 shares directly held by Michael J. Angelakis that previously were issued to him upon the vesting of HR Acquisitions are GAP 84, GAP-W, GapStar, GAPCO CDA, GAPCO III, GAPCO IVRSUs granted to Mr. Angelakis and GAPCO KG (together with GAP 79, the “GA Funds”). General Atlantic GenPar, L.P. (“GA GenPar”)(iv) 2,807 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. A-T Holdings GP, LLC is the general partner of GAP 84AGI-T, L.P. Atairos Group, Inc. is the sole member and manager of A-T Holdings GP, LLC and the managersole limited partner of GAP-W. General AtlanticAGI-T, L.P. A-A SMA GP, LLC (“GA LLC”) is the general partner of GA GenPar,A-A SMA, L.P. Atairos Group, Inc. is the generalsole member and manager of A-A SMA GP, LLC and the sole limited partner of GAP 79 and GAPCO CDA andA-A SMA, L.P. Atairos Partners, L.P. is the managing membersole voting stockholder of GAPCO III and GAPCO IV. GAPCO Management GmbH (“Management GmbH”)Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of GAPCO KG.Atairos Partners, L.P. Mr. Angelakis is the Chairperson and Chief Executive Officer of Atairos Group, Inc. and directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Each of Mr. Angelakis, Atairos Group, Inc. and the other entities described above disclaims beneficial ownership of the securities described in clauses (i)-(iv) above except to the extent of its pecuniary interest therein. According to the Form 4, the address for Atairos Group, Inc. is 40 Morris Avenue, c/o Atairos Management, L.P., Bryn Mawr, Pennsylvania 19010. (3)Based on information supplied by The Managing DirectorsMawer Investment Management Ltd. ("Mawer") in a Schedule 13G filed with the SEC on February 5, 2024. According to the Schedule 13G, Mawer has sole power to dispose or to direct the disposition of GA4,416,927 shares as of December 31, 2023 and Mawer has sole power to vote or direct the vote of 4,156,577 shares as of December 31, 2023. According to the Schedule 13G, the address for Mawer is 600, 517 - 10th Avenue SW, Calgary, Alberta, Canada T2R 0A8. (4)Based on information jointly supplied by Cantillon Capital Management LLC, (the “GA Managing Directors”Cantillon Management L.P., Cantillon Inc. and William von Mueffling (collectively, "Cantillon") controlin a Schedule 13G/A filed with the SEC on February 9, 2024. According to the Schedule 13G/A, Cantillon has shared power to dispose or to direct the disposition of 3,345,943 shares as of December 31, 2023, Cantillon has shared power to vote or direct the vote of 2,744,156 shares as of December 31, 2023, and Mr. von Mueffling has sole power to vote or direct the vote and to dispose or to direct the disposition of 375,000 shares as of December 31, 2023. According to the Schedule 13G/A, the address for Cantillon is 499 Park Avenue, 9th Floor, New York, New York 10022. (5)Based on information supplied by The Vanguard Group ("Vanguard") in a Schedule 13G/A filed with the SEC on February 13, 2024. According to the Schedule 13G/A, Vanguard has sole power to dispose or to direct the disposition of 2,692,508 shares as of December 31, 2023 and Vanguard has shared power to vote or direct the vote of 59,005 shares and shared power to dispose or to direct the disposition of 93,599 shares as of December 31, 2023. According to the Schedule 13G/A, the address for Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. (6)Includes the shares described in footnote 2 above. (7)Includes (i) 33,909 shares owned directly and (ii) 2,807 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. (8)Includes (i) 4,934 shares owned directly and (ii) 2,807 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. (9)Includes (i) 5,596 shares owned directly and (ii) 2,807 shares issuable upon settlement of RSUs within 60 days of March 28, 2024.
(10)Includes (i) 7,635 shares owned directly, (ii) 364,479 shares held by Burton M. Goldfield and Maud Carol Goldfield, Trustees of the Burton M. and Maud Carol Goldfield Trust u/a/d 12/6/00, for which Mr. Goldfield shares voting and investment decisions made by GAPCO KGpower and Management GmbH. The GA Managing Directors are Steven Denning (Chairman), William E. Ford (Chief Executive Officer), John Bernstein, J. Frank Brown, Gabriel Caillaux, Andrew Crawford, Mark Dzialga, Cory Eaves, Martin Escobari, Patricia Hedley, Rene Kern, Jonathan Korngold, Christopher Lanning, Jeff Leng, Anton Levy, Adrianna Ma, Thomas Murphy, Sandeep Naik, Andrew Pearson, Brett Rochkind, David Rosenstein, Philip Trahanas, Robbert Vorhoff(iii) 7,318 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. Mr. Goldfield retired as President and Mr. Hodgson, who isCEO on February 15, 2024 and will remain a member of the Board. Certain GA ManagingBoard of Directors areuntil the members2024 Annual Meeting. (11)Includes (i) 22,148 shares owned directly and (ii) 4,112 shares issuable upon settlement of GapStar. GA TriNet, HR Acquisitions, GAP 79, GAP 84, GAP-W, GAPCO III, GAPCO IV, GAPCO CDA, GAPCO KG, GapStar, Management GmbH, GA GenParRSUs within 60 days of March 28, 2024.
(12)Includes (i) 9,551 shares held by Robert H. Brook and GA LLC are a “group” within the meaning of Rule 13d-5 of the Exchange Act. The GA Managing Directors may be deemed to shareJacqueline B. Kosecoff Family Trust, for which Dr. Kosecoff shares voting and dispositiveinvestment power with respect toand (ii) 2,807 shares and interestsissuable upon settlement of RSUs within 60 days of March 28, 2024. (13)Includes (i) 84,766 shares held by the GA Funds. The GA Funds control GA TriNetWayne and HR Acquisitions by virtueNan Lowell Revocable Trust dated February 2, 1991, for which Mr. Lowell shares voting and investment power and (ii) 2,807 shares issuable upon settlement of their ownershipRSUs within 60 days of allMarch 28, 2024.
(14)Mr. Simonds was appointed as our President and CEO and became a member of the interestsBoard of GA TriNetDirectors of the Company effective February 16, 2024. (15)Includes (i) 4,251 shares owned directly and HR Acquisitions. Consequently, GA TriNet(ii) 2,807 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. (16)Includes (i) 33,237 shares owned directly and HR Acquisitions, the GA Funds, GA LLC(ii) 5,173 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. (17)Includes (i) 13,602 shares owned directly and GA Managing Directors may, from time to time, consult among themselves(ii) 2,503 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. (18)Reflects 3,404 shares issuable upon settlement of RSUs within 60 days of March 28, 2024. (19)Includes (i) 22,359 shares owned directly and coordinate the voting and disposition(ii) 2,778 shares issuable upon settlement of theRSUs within 60 days of March 28, 2024. (20)Consists of (i) 18,719,519 shares held by GA TriNetthe current directors and HR Acquisitions. The mailing addressexecutive officers and (ii) 44,937 shares issuable upon settlement of the foregoing General Atlantic entities is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd Floor, New York, NY 10055. The mailing addressRSUs within 60 days of GAPCO KG and Management GmbH is c/o General Atlantic GmbH, Maximilianstrasse 35b, 80539 Munich, Germany.March 28, 2024. | | (4) | Based on information supplied by Wellington Management Group, LLP in a Schedule 13G filed with the SEC on February 11, 2016. According to the Schedule 13G, Wellington Management Group, LLP, is an investment adviser and the securities are owned by its clients, and Wellington Management Group, LLP has shared power to vote or direct the vote of 5,590,388 shares and shared power to dispose or to direct the disposition of all 6,347,817 shares as of December 31, 2015. The address of Wellington Capital Management Company, LLP is 280 Congress Street, Boston, Massachusetts, 02210. |
| | (5) | Based on information supplied by Cadian Capital Management, LP in a Schedule 13G filed with the SEC on February 12, 2016. Cadian Capital Management, LP has shared power to vote or direct the vote and shared power to dispose or to direct the disposition of all 6,205,020 shares as of December 31, 2015. The address of Cadian Capital Management, LP is 535 Madison Avenue, 36th Floor, New York, New York, 10022. |
| | (6) | Includes (i) 4,217,036 shares held by Martin and Krista Babinec, Trustees of The Babinec Family Trust, for which Mr. Babinec has sole voting and investment power, (ii) 855,724 shares held by the Babinec 2008 Children’s Trust, for which Mr. Babinec shares voting and investment power and (iii) 20,000 shares held by Babinec Foundation, Inc., for which Mr. Babinec has sole voting and investment power. |
| | (7) | Based on information supplied by FMR, LLC in a Schedule 13G filed with the SEC on February 12, 2016. FMR, LLC has sole power to vote or direct the vote of 33,100 shares and sole power to dispose or to direct the disposition of all 3,943,036 shares as of December 31, 2015. The address of FMR, LLC is 245 Summer Street, Boston, Massachusetts, 02210. |
| | (8) | Includes (i) 3,336 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (ii) 165,416 shares held by DeWilde Family Trust dated June 21, 1990, for which Ms. August-deWilde shares voting and investment power. |
| | (9) | Includes (i) 90,000 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (ii) 295,799 shares held by the Raymond and Kristin Bingham Revocable Trust u/a/d 9/16/04, for which Mr. Bingham shares voting and investment power. |
| | (10) | Includes (i) 269,351 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016, (ii) 10,793 restricted stock units which vest within 60 days after March 31, 2016 (iii) 1,312,990 shares held by Burton M. Goldfield and Maud Carol Goldfield, Trustees of the Burton M. and Maud Carol Goldfield Trust u/a/d 12/6/00, for which Mr. Goldfield shares voting and investment power and (iv) 150,000 shares held by Burton M. Goldfield and Carol Maud Goldfield, Trustees of the Alec Thunder Goldfield 2011 Irrevocable Trust, for which Mr. Goldfield shares voting and investment power. |
| | (11) | Includes (i) 60,000 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (ii) 136,016 shares held by the Goldman-Valeriote Family Trust dated 11/15/95, for which Mr. Goldman shares voting and investment power. |
| | (12) | Mr. Hammond retired from TriNet in June 2015. The information presented is based on information known at the time of Mr. Hammond's retirement in June 2015, which includes 208,428 shares held by the Gregory Lewis Hammond Living Trust, for which Mr. Hammond has sole voting and investment power. |
| | (13) | Includes (i) 39,990 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (ii) 68,516 shares held by the Kispert Family Trust, for which Mr. Kispert shares voting and investment power. |
| | (14) | Includes (i) 20,000 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (ii) 216,016 shares held by the Wayne and Nan Lowell Revocable Trust dated February 2, 1991, for which Mr. Lowell shares voting and investment power. |
| | (15) | Includes 4,924 restricted stock units which vest within 60 days after March 31, 2016. |
| | (16) | Includes (i) 104,000 shares in each of three irrevocable trusts, for a total of 312,000 shares, for which Mr. Porter has sole voting and investment power, (ii) 146,420 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016 and (iii) 2,325 restricted stock units which vest within 60 days after March 31, 2016. |
| | (17) | Includes (i) 205,219 shares issuable pursuant to stock options exercisable within 60 days after March 31, 2016, (ii) 3,739 restricted stock units which vest within 60 days after March 31, 2016 and (iii) 109,084 shares held by the Turner 2000 Revocable Trust, for which Mr. Turner shares voting and investment power. |
| | (18) | Consists of (i) 29,075,200 shares held by the directors and executive officers, (ii) 894,316 shares issuable pursuant to stock options held by such persons that are exercisable within 60 days after March 31, 2016 and (iii) 21,781 restricted stock units held by such persons that will vest within 60 days after March 31, 2016. |
DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(a) REPORTS Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to2023 our officers, directors and greater than 10% beneficial owners were complied with except that (i) in a Form 4 that was filed by Mr. Hodgson on October 15, 2015 (otherwise timely disclosing transactions in our common stock), he disclosed that his dependent disposed 35 shares of our common stock on September 4, 2015, which disclosure was inadvertently not reported at the time of sale and (ii) in a Form 4 that was filed by Mr. Kispert on February 9, 2016, he disclosed the transfer of 62,500 shares of our common stock on December 17, 2014 to the Kispert Family Trust, which disclosure was inadvertently not reported at the time of the transfer.all applicable Section 16(a) filing requirements.
EXECUTIVE OFFICERS
The following table sets forth certain formation with respect toBiographies for our executive officers other than our CEO and director, Mr. Simonds, as of March 31, 2016.April 11, 2024, appear below. Biographical information with regard to Mr. GoldfieldSimonds is presented under “Proposal No. 1-Election1 - Election of Directors” in this Proxy Statement.
| | | | | | | | | | | | | | | | Kelly Tuminelli | | | | | | | | Executive Vice President, Chief Financial Officer
Age: 55 | | Kelly Tuminelli joined TriNet in September 2020 as Executive Vice President of Finance and was appointed as Executive Vice President and CFO on October 26, 2020. Ms. Tuminelli leads the Company's finance and insurance services organizations. Ms. Tuminelli is also the Executive Sponsor of our Women@Work Colleague Resource Group. Ms. Tuminelli is a seasoned financial executive bringing more than 30 years of financial services experience in the insurance, investment and consulting industries. Prior to joining TriNet, Ms. Tuminelli served as the Executive Vice President and CFO at Genworth. In addition to her more than 15 years at Genworth in roles of increasing responsibility, Ms. Tuminelli previously held leadership roles at GE Capital and PricewaterhouseCoopers. Ms. Tuminelli is on the Board and is the Chair of the Audit Committee of TaskUs, and was previously on the Board of MENTOR-Virginia, as well as the past Chair for AMP! Metro Richmond, a Richmond-based middle school mentoring program. Ms. Tuminelli also previously served as Chair of the American Heart Association’s Richmond-area Go Red for Women campaign. Ms. Tuminelli is a Certified Public Accountant and a Chartered Global Management Accountant. Ms. Tuminelli holds a B.A. in Business Administration, Accounting, from the University of Washington, Seattle. | |
| | | | | | | | | | | | | | | | Jay Venkat | | | | | | | | | | Executive Vice President, Chief Digital & Innovation Officer Age: 47 | | Jay Venkat joined TriNet in June 2022 as Executive Vice President, Chief Digital & Innovation Officer. Prior to joining TriNet, Mr. Venkat had a two-decade long career at Boston Consulting Group ("BCG") where he led the technology, media and telecom practice area in North America and served as the office leader for the Bay Area, covering the firm’s offices in San Francisco and Silicon Valley. Mr. Venkat is a subject matter expert in strategy, innovation, data and digital transformation. Since joining BCG in 2003, he worked with clients across healthcare, financial services, insurance, and technology industries on a variety of strategy, product, data and digital topics. Prior to joining BCG, he worked for Halliburton Company as a field engineer in Egypt. Mr. Venkat holds an M.B.A. from the Wharton School where he was a Palmer Scholar and an undergraduate degree in Electrical Engineering from the Indian Institute of Technology in Chennai. | |
| | | | | | | | | | | | | Alex Warren | | | | Name | Age | Position(s) | | Senior Vice President, Chief Revenue Officer
Age: 51 | | | Burton M. Goldfield | 60 | President,Alex Warren is the Company's Chief ExecutiveRevenue Officer and Director | William Porter | 61 | Vice Presidentoversees the execution of TriNet’s unified operational strategy for customer retention and Chief Financial Officer | Edward Griese | 53 | net new sales which includes both its PEO and SaaS HCM businesses. He previously held the role of Senior Vice President, Customer Experience at TriNet. Mr. Warren joined TriNet in 2017 as Vice President, Enterprise Solutions on the product team. In 2018 he moved to the operations organization as Vice President of Insurance ServicesCustomer Solutions. Prior to joining TriNet, Mr. Warren was a leader of new revenue at Insperity and has worked in a consulting capacity across the PEO industry. He has led and advised organizations of various sizes on rapid performance transformation, scalable operations and customer experience strategies. Mr. Warren is a regular speaker on scaling strategies for entrepreneurs, organizational design and the future of work. Mr. Warren is also the Co-Executive Sponsor of our PRIDE (LGBTQIAA+) Colleague Resource Group. Prior to joining corporate America, Mr. Warren served in the U.S. Army, graduating from Sapper School as a combat engineer. He attended Warfighters at the Army War College, and during his time in the military received the 29th Division Combat Squad Leader of the Year award in 1998 and Soldier of the Year award in 1992. He remains a member of the U.S. Army Corp of Engineers and has worked with some of the most significant global government contractors. In doing so, he held a top secret security clearance. Mr. Warren earned a B.S. degree in Business Administration and Management from George Mason University. | |
| | | | | | | | | | | | | Brady Mickelsen Samantha Wellington | | 45 | | | | | Executive Vice President, Business Affairs, Chief Legal Officer and Secretary
Age: 46 | Samantha Wellington has served as our Executive Vice President, Business Affairs, Chief Legal Officer and Secretary since April 2022. She previously served as our Senior Vice President, Chief Legal Officer and Secretary from November 2018 to April 2022, and previously served as our Vice President and Associate General Counsel from October 2016 to November 2018. Ms. Wellington also currently serves as Co-Executive Sponsor of our PRIDE (LGBTQIAA+) Colleague Resource Group, and Executive Sponsor of our Black Employee Network Colleague Resource Group. Ms. Wellington is a member of the board of directors of the National Association of Professional Employer Organizations, is a member of the board's finance, oversight and audit committee and a member of the board of directors of BSA, The Software Alliance. Prior to joining us, Ms. Wellington held various senior legal positions at Oracle Corporation, a multinational computer technology corporation, over a 12-year period, including Managing Counsel for Oracle’s Corporate, Securities & Acquisitions Legal Team from January 2009 to October 2016 and Senior Legal Counsel for Oracle’s Asia Pacific and Japan division from November 2005 to January 2009. She also served Oracle's interests on the board of directors of Oracle’s publicly traded subsidiaries in Japan and India from June 2013 to October 2016 and from April 2013 to October 2016, respectively. Ms. Wellington holds both a B.C.A. and a L.L.B. from Wollongong University, as well as a L.L.M. in Communication and Technology Law from the University of New South Wales. Ms. Wellington is admitted to practice law in both NSW, Australia and California, USA. | |
Compensation and Human Capital Management Committee Report(1) The CHCM Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the CHCM Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. | | | | | | | Paul Chamberlain | | John TurnerMichael J. Angelakis | | Ralph A. Clark | | Jacqueline Kosecoff | | |
| | | | | | | | | | | | | | | | (1) | 51 | Senior Vice PresidentThe material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of Salesthe Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
William Porterhas served as our Chief Financial Officer since August 2010. Prior to joining us, Mr. Porter was most recently at Cadence Design Systems, Inc., a computer-aided design company, where he served in a series of executive roles over a 15-year period, including Chief Financial Officer from 1999 to 2008 and Executive Vice President and Chief Administrative Officer from April 2008 to October 2008. Prior to Cadence, Mr. Porter spent six years at Apple Inc., where he held various accounting, reporting and operational roles. He began his career at Arthur Andersen, where he served small and medium-sized businesses and high-tech clients and gained experience in accounting, audits, business consulting and mergers and acquisitions. Mr. Porter holds a B.S. in Accounting and an M.B.A. in Finance, both from UC Berkeley.
Edward Griesehas served as our Senior Vice President of Insurance Services since February 2016. Prior to joining us, from 2014 to 2015, he served as President and Chief Executive Officer of Health First Health Plans, Inc., a subsidiary of Health First, Inc., providing multiple commercial and Medicare health plans for Health First’s fully integrated health system in Central Florida. Prior to Health First, from 2012 to 2014, Mr. Griese was Managing Director and Partner of Alvarez & Marsal, a leading global professional services firm focused on performance improvement and business advisory services. From 2004 to 2012, Mr. Griese worked for Munich Re Group, one of the world’s largest reinsurers, in various roles, most recently as President of Munich Health North America. Prior to that, he served as Managing Director and Chief Operating Officer of Paramount Health, a subsidiary of Munich Re in Mumbai. Mr. Griese has also held executive positions for Cigna International, a global health insurance services company and UnitedHealthcare International, a provider of health solutions for globally mobile employees, based in Munich. Mr. Griese holds a B.A. in Accounting from Gustavus Adolphus College.
Brady Mickelsenhas served as our Senior Vice President, Chief Legal Officer and Secretary since June 2015. Prior to joining us, Mr. Mickelsen was an M&A/corporate partner at White & Case LLP from 2010 to 2015. From 2005 to 2010, Mr. Mickelsen was Vice President and Associate General Counsel at Oracle Corporation, where he was responsible for the corporate, securities and acquisitions group within the legal department. Mr. Mickelsen holds a B.A. in Public Policy from Stanford University and a J.D. from the University of Chicago Law School.
John Turner has served as our Senior Vice President of Sales since April 2012. From 2011 to 2012, Mr. Turner was Vice President of American Sales at FalconStor Software, Inc., a provider of data protection and storage virtualization solutions. From 2004 to 2011, Mr. Turner also served as the Vice President of Sales for Symantec Corporation, a security software company. Mr. Turner joined
Symantec in connection with its acquisition of VERITAS, where he served as the Senior Director for Western U.S., Emerging Solutions. Prior to joining VERITAS, he was Vice President of Sales for Gartner CIO Programs. Mr. Turner holds a B.S. in Marketing with a minor in International Relations from Santa Clara University and an M.B.A. from San Jose State University.
EXECUTIVE COMPENSATION Compensation Discussion and Analysis
COMPENSATION DISCUSSION AND ANALYSIS Named Executive Officers This Compensation Discussion and Analysis provides information regarding the 2015("CD&A") describes our executive compensation of our principal executive officer, our principal financial officer, the two executive officers (other than our principal executive officerphilosophy, policies objectives and principal financial officer) who were our most highly-compensated executive officers as of the end of 2015, and the one additional executive officer who would have been one of the three most highly compensated executive officers (other than our principal executive officer and principal financial officer) but for the fact that the person was not an executive officer at the end of the last completed fiscal year. These executive officers were our Named Executive Officers (the “Named Executive Officers”) for 2015: Burton M. Goldfield, our President and Chief Executive Officer (our “CEO”);
William Porter, our Vice President and Chief Financial Officer (our “CFO”);
Brady Mickelsen, our Senior Vice President, Chief Legal Officer and Secretary (our “Chief Legal Officer”);
John Turner, our Senior Vice President, Sales; and
Greg Hammond, who retired from his position as Executive Vice President, Chief Legal Officer and Secretary, effective June 21, 2015.
This Compensation Discussion and Analysis describespractices during 2023, the material elements of our executive compensation program, duringthe executive compensation decisions made by the CHCM Committee in 2023 and the key factors that contributed to those decisions. The CD&A is primarily focused on compensation decisions and policies related to our Named Executive Officers ("NEO") in 2023. For the fiscal year ended December 31, 2015. It also provides an overview of2023, our executive compensation philosophy,NEOs were:
| | | | | | | | | | Name | Title | | Burton M. Goldfield(1) | President and Chief Executive Officer (“CEO”) (our principal executive officer) (retired) | | Kelly Tuminelli | Executive Vice President, Chief Financial Officer ("CFO") (our principal financial officer) | | Jay Venkat | Executive Vice President, Chief Digital and Innovation Officer | | Alex Warren | Senior Vice President, Chief Revenue Officer | | Samantha Wellington | Executive Vice President, Business Affairs, Chief Legal Officer and Secretary |
(1) Mr. Goldfield retired as well as our principal compensation policies and practices. Finally, it analyzes how and whyPresident & CEO effective February 15, 2024. These NEOs, together with the Compensation Committee of our Board of Directors (the “Compensation Committee”) arrived at the specific compensation decisions for the Named Executive Officers in 2015, and discusses the key factors that the Compensation Committee considered in determining the compensation of our executive officers. Business Overview
TriNet Group Inc., or TriNet or the Company, is a leading provider of comprehensive human resources, or HR, solutions for small to midsize businesses, under a co-employment model. Our HR solutions are designed to manage an increasingly complex set of HR regulations, costs, risks and responsibilities for our clients, allowing them to focus on operating and growing their core businesses. Our bundled HR solutions include offerings such as:
multi-state payroll processing and tax administration;
employee benefits programs, including health insurance and retirement plans;
workers compensation insurance and claims management;
federal, state and local labor, employment and benefit law compliance;
risk mitigation, including employment practices claims management;
expense and time management; and
human capital consulting.
Our proprietary, cloud-based HR software systems are used by our clients and their employees, whom we refer to as worksite employees, to efficiently store and manage their core HR-related information and conduct a variety of HR-related transactions anytime and anywhere.
In addition, our expert teams of in-house HR professionals also provide additional services upon request to support various stages of our clients' growth, including talent management, recruiting and training, performance management consulting or other consulting services (with an incremental charge for such services).
As of December 31, 2015, we served over 12,700 clients in all 50 states, the District of Columbia and Canada, co-employed more than 324,000 worksite employees and had processed over $31 billion in payroll and payroll tax payments for clients on our systems in 2015. Our clients are distributed across a variety of industries, including technology, life sciences, not-for-profit, professional services, financial services, property management, retail, manufacturing, and hospitality. Our sales and marketing, client services and product development teams are increasingly focused on specific industry verticals. This verticalized approach gives us a deeper understanding of the HR needs facing small to midsize businesses in particular industries, which better enables us to provide HR solutions and services tailored to the specific needs of clients in these verticals.
2015 Business Highlights
In 2015, we saw increased adoption of our HR solutions across our target markets. These accomplishments were reflected in the following financial results for 2015:
Total revenues were $2.7 billion, representing a 21% increase compared to $2.2 billion in fiscal 2014;
Total worksite employees as of December 31, 2015 increased 13% from December 31, 2014, to approximately 324,000;
Net Service Revenues (as defined below under “Annual Cash Incentive Compensation”) were $546.9 million, representing a 8% increase compared to $507.2 million in fiscal 2014;
Adjusted EBITDA (as defined below under “Annual Cash Incentive Compensation”) was $151.3 million, representing an 8% decrease compared to $165.3 million in fiscal 2014; and
Net income was $31.7 million, or $0.44 per diluted share, compared to net income of $15.5 million, or $0.22 per diluted share, in fiscal 2014.
2015 Executive Compensation Actions
The focus of our executive compensation program is to target cash compensation levels and to align our long-term incentive compensation awards with our business objectives and the creation of long-term stockholder value. To accomplish the purposes of our compensation program, the Compensation Committee monitors the various compensation components and makes determinations on the appropriate approach based on then-available information and as circumstances require.
For example, in 2015, the Compensation Committee determined that it was in our best interests to shift from our practice of granting equity awards solely in the form of stock options to a more balanced mix of equity vehicles, including time-based equity awards and performance-based equity awards linked to our revenue growth targets over a three-year period. Based on the information available at the time, the Compensation Committee concluded that this approach was consistent with our objectives of aligning the interests of the Named Executive Officers with our business objectives and the creation of long-term value for our stockholders. The Compensation Committee will continue to review the appropriate mix of equity as part of its evaluation of our compensation philosophy and program objectives as circumstances require.
The Compensation Committee and, in the case of our CEO, the independent members of our Board of Directors, took the following 2015senior executive management team whose compensation actions for the Namedis determined by our CHCM Committee, are referred to as our “Senior Executive Officers:Management.”
Adjusted the annual base salary and bonus opportunities of our CEO and each of the other Named Executive Officers (other than Mr. Mickelsen and Mr. Hammond), based on their individual performance, with the goal of providing total target cash compensation that is competitive with that of similarly situated executives at companies that are comparable to us. Mr. Mickelsen joined us in June 2015 and, therefore, did not receive an adjustment to his base salary or bonus opportunities in 2015. Mr. Hammond retired from TriNet in June 2015 and did not receive any adjustment to his base salary or bonus opportunities in 2015;
Awarded no annual bonuses to our CEO or any of our other Named Executive Officers for 2015, based upon the level of achievement of the corporate financial objectives and management business objectives, and utilizing the Compensation Committee’s discretion to further reduce bonuses based on individual and company financial performance; and
Awarded a mix of PSU awards, restricted stock units ("RSU") awards and stock options to the Named Executive Officers (other than Mr. Mickelsen and Mr. Hammond), with PSUs, RSUs and stock options each representing one-third of each executive officer's annual long-term incentive compensation award value. Mr. Mickelsen received RSUs and stock options as part of his new hire grant when he joined us in June 2015. Mr. Hammond retired from TriNet in June 2015 and did not receive any equity awards in 2015. For more information about the terms of the PSU awards granted to the Named Executive Officers in 2015, see “Long-Term Equity Incentive Awards” on page 30 of this Proxy Statement.
Executive Compensation-Related Policies and Practices
We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2015, we maintained the following executive compensation policies and practices to drive performance and either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests:
What We Do
The Compensation Committee is comprised solely of independent directors who have established effective means for communicating with our stockholders regarding their executive compensation ideas and concerns.
The Compensation Committee is authorized to engage and retain its own advisors. During 2015, the Compensation Committee engaged Compensia, Inc. to assist with its responsibilities. Other than with respect to its engagement by the Compensation Committee, Compensia performs no consulting or other services for us.
The Compensation Committee conducts an annual review of our executive compensation strategy, including a review of the compensation peer group used for comparative purposes, and, to help avoid creating any risks that would be reasonably likely to have a material adverse effect on us, an annual review of our compensation-related risk profile.
The Compensation Committee designs the equity awards granted to the Named Executive Officers and our other employees to vest or be earned over multi-year periods, which is consistent with current market practice, and is consistent with our long-term value creation goals and retention objectives.
The Compensation Committee provides modest amounts of perquisites and other personal benefits to the Named Executive Officers which serve a sound business purpose.
The Compensation Committee requires that all change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they first require both a change-in-control of our Company and a qualifying termination of employment before a Named Executive Officer is eligible to receive any such payments and benefits).
The Company prohibits our employees, executive officers and members of our Board of Directors from the trading of put or call options or short sales in our equity securities or engaging in any other hedging transactions with respect to our equity securities. In addition, we prohibit our employees, executive officers and members of our Board of Directors from pledging their equity securities or using such securities as collateral for a loan.
The Board of Directors reviews the risks associated with our executive officer and other senior personnel positions on a regular basis so that we have an adequate succession strategy and plans are in place for our most critical positions.
What We Do Not Do
The Company does not offer pension arrangements, defined benefit retirement plans, or nonqualified deferred compensation plans to the Named Executive Officers.
The Company does not provide any tax reimbursement payments or “gross-ups” in connection with any severance or change-in-control payments to the Named Executive Officers.
Compensation Philosophy Objectives and Design Compensation Philosophy
We operate in a highly competitive, rapidly evolving industry. To succeed in this environment, we must attract and retain a highly talented executive team, including executive officers with strong leadership skills who can run our business functions, achieve results that meet our clients’ objectives, and sell our services. We have designed our executive compensation program to accomplish these goals, while at the same time fostering a “pay for performance” environment that aligns the long-term interests of the Named Executive Officers with the interests of our stockholders.
Compensation Program Objectives
Our executiveSenior Executive Management compensation program is designed to:to achieve the following objectives: attract•Attract, Retain and Motivate. Attract and retain highly talented and experienced executive officers,executives who possess the knowledge, skills, and leadership criteriathat are critical to our success;
success and motivate these executive officersthose executives to achieve our strategic business objectives and uphold our core values;values. promote•Promote Teamwork and Individual Performance. Promote executive teamwork within the executive team,through shared strategic goals, while also recognizing and rewarding the unique role each executive officer plays in our success;success by measuring individual performance.
•Link Compensation with Performance and Strategic Goals. Tie executive compensation to overall Company performance and the achievement of strategic goals. ensure the alignment of•Align Executive and Stockholder Interests. Align the long-term interests and objectives of our executive officersexecutives with the intereststhose of our stockholders.
As a newly-public company, we will continue to evaluateOur CHCM Committee regularly reviews our compensation philosophy and program objectives as circumstances require. We expect the Compensation Committee to review our executiveSenior Executive Management compensation program and related policies and practices as appropriate, to ensure that they reinforce our annual and long-termthe program’s components continue to align with the above objectives and to ensure that we are able to attract, reward,the program is administered in a manner consistent with our established compensation policies and retain the highly-talented executive team that is critical to our success.philosophy.
Executive Compensation Program DesignPolicies and Practices The Named Executive Officers receive total compensation opportunities consisting primarily of a combination of: base salary;
annual cash incentive compensation; and
long-term equity incentive awards.
The Named Executive Officers also participate in the standard employee benefit plans available to most of our U.S. employees, and receive a small amount of additional benefits and perquisite reimbursements. In addition, the Named Executive Officers are eligible for certain post-employment (severance and change in control) payments and benefits under certain circumstances.
Compensation-Setting Process
Role of Compensation Committee
The CompensationCHCM Committee oversees our executive compensation program, policies and practices. These policies and practices, which are designed to link compensation and performance and to minimize or prohibit behaviors that are not aligned with our stockholders’ long-term interests, are as follows:
| | | | | | | | | | | | | | | | | | | What We Do | | | What We Don’t Do | | | | | | | | | þ | We Pay for Performance. In 2023, 90% of the target compensation for our CEO was at risk and an average of 81% of the target compensation for our other NEOs was at risk. For more details, see the charts in the section titled "Compensation Mix" in the CD&A. | | ý | We Do Not Guarantee Salary Increases or Bonuses. Our Senior Executive Management is not guaranteed salary increases or bonuses for any year. | | | | | | | | | þ | We Engage an Independent Advisor. The CHCM Committee engages an independent compensation consultant to provide analysis, advice and guidance on executive compensation matters. | | ý
| We Do Not Permit Hedging, Pledging or Short Sales. Our employees, executive officers, and directors are prohibited from making put or call options or short sales of Company securities, engaging in hedging transactions involving Company securities, and pledging Company securities as collateral for a loan. | | | | | | | | | þ | We Have Independent Committees. Each of our Board committees is comprised solely of independent directors. | | ý
| We Do Not Provide Excise Tax Gross-ups. Our Senior Executive Management does not receive tax “gross-ups” on excise taxes in connection with change in control arrangements. | | | | | | | | þ
| We Conduct an Annual Peer-Based Review. The CHCM Committee, assisted by its compensation consultant, annually reviews our executive compensation program against the competitive market using a group of peer companies as a reference. | | ý
| We Do Not Maintain Executive Pension Plans. Our Senior Executive Management is not entitled to participate in defined benefit pension arrangements and has no accrued benefits in any such TriNet arrangements. | | | | | | | | þ
| We Have Robust Stock Ownership Guidelines. We maintain equity ownership guidelines for our officers subject to Section 16 of the Exchange Act and the members of our Board, each of which do not give credit for unvested or unexercised equity awards. | | ý
| We Do Not Offer Supplemental Executive Retirement. Our Senior Executive Management is not entitled to supplemental executive retirement benefits. | | | | | | | | þ
| We Have a Compensation Recovery ("Clawback") Policy. We maintain a compensation recovery (“clawback”) policy under which we are required to seek reimbursement of certain cash and performance based equity incentive payments erroneously paid to our NEOs and other current and former officers subject to Section 16 of the Exchange Act in the event of financial certain restatements. | | ý
| We Do Not Have "Single Trigger" Change in Control Provisions. Our change in control benefits and plans are based on a “double trigger” arrangement, such that no payments are made solely by virtue of a change in control. | |
Oversight and Design of our Compensation Program Role of CHCM Committee The CHCM Committee oversees our Senior Executive Management compensation and benefit programs,policies, administers our equity compensation plans, and annually reviews and approves annually the compensation decisions relatingaffecting our Senior Executive Management with the assistance of its independent compensation consultant, Meridian.
The CHCM Committee considers many factors when making compensation decisions related to our Senior Executive Management Team.Some of these factors include:
•the Named Executive Officers and other senior personnel.compensation analysis provided by Meridian, including relevant competitive market data; For 2015, the Compensation Committee reviewed our executive compensation program, including our incentive compensation plans and arrangements to ensure that they were appropriate, properly coordinated, and able to achieve their intended purposes. Further, the Compensation Committee reviewed market trends and changes in competitive compensation practices, as further described below. Based on its review and assessment, the Compensation Committee, from time to time, may approve changes in our executive compensation program.
The factors considered by the Compensation Committee in determining executive compensation for 2015 included:
•the recommendations of our CEO (except with respect to his own compensation); •our corporate growth and other elements of financial performance; •the individual achievement of each executive officerSenior Executive Management team member against the executive officer’stheir management objectives; a review of the relevant competitive market data (as described below);•performance levels, including consistent exceptional performance;
•retention risk; •the expected future contribution of the individual executive officer;Senior Executive Management team member; •internal pay equity based on the impact on our business and performance; •the executive officer’sSenior Executive Management team member’s existing equity awards and stock holdings; and •the potential dilutive effect of new equity awards on our stockholders. The CompensationCHCM Committee considered these factors both when making decisions with respect to individual elements of pay elements and with respect to total compensation opportunities. The CompensationCHCM Committee does not weight these factors in any predetermined manner nor does it apply any formulas in making its compensation decisions. The members of the CompensationCHCM Committee consider all of this informationthese factors in light of their individual experience, knowledge of our Company, knowledge of the competitive market, knowledge of each Namedour Senior Executive Officer,Management and business judgment in making decisions regarding executive compensation and our executiveSenior Executive Management compensation program. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which will be reviewed annually and revised and updated as warranted. The charter is available in the Investor Relations section of the Company’s website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.
Role of Management Our CEO works closely with the CompensationCHCM Committee in determiningto determine the compensation of the Namedour Senior Executive Officers and certain other senior personnel.Management (other than his own). Our CEO reviews the performance of the Namedother Senior Executive OfficersManagement and these other senior personnel, and then shares those evaluations with the CHCM Committee and Meridian, and then makes recommendations to the Compensation Committee for each element of compensation. Our CEO also works with our CFO, CLO and Chief LegalPeople Officer and Human Resources Department to recommend the structure of our long-term incentive programs, and to identify and develop corporate and individual performance objectives for such plans and to evaluate actual performance against the selected measures.objectives. Our CEO also makes recommendations on new hire compensation packages of our Named Executive Officers and certain other senior personnel.for potential new executives from time to time.
While the CompensationThe CHCM Committee solicits and considers our CEO’s recommendations (except with respect to his individual compensation), it onlyand uses these recommendations as one of several factors in making its decisions with respect to the compensation of the Namedour Senior Executive Officers and other senior personnel.Management. In all cases, the final decisionsdecision on NEO compensation matters areis made by the CompensationCHCM Committee. Moreover, no Named Executive OfficerNEO or other employee participates in the determination of the amounts or elements of such individual’s own compensation.
At the request of the CompensationCHCM Committee, our CEO typically attends a portion of each CompensationCHCM Committee meeting, including meetings at which the Compensation Committee’s compensation consultantMeridian is present.
Role of the Compensation Consultant Pursuant to its charter, the CompensationThe CHCM Committee has the authority under its charter to retain the services of one or more external advisors, including compensation consultants, legal counsel, accounting, and other advisors, to assist it in the performance of its duties and responsibilities. The CompensationCHCM Committee makes all determinations regarding the engagement, fees and services of these external advisors, and any such external advisor reports directly to the CompensationCHCM Committee.
During 2015,The CHCM Committee may replace any of its advisors or hire additional advisors at any time. In August 2021, the CompensationCHCM Committee first engaged Compensia, Inc.Meridian as its compensation consultant to assist it in connection with its review, analysis,reviews, analyses and determinations with respect to the compensation of our senior personnel, including the NamedSenior Executive Officers. Management. The CHCM Committee reviews Meridian's engagement annually.
The nature and scope of the services provided to the CompensationCHCM Committee by Compensia in 2015Meridian during 2023 were as follows: •assisted in refining our overall compensation strategy and design of the annual and long-term incentive compensation plans; •evaluated the efficacy of our compensation policies and practices in supportingto support and reinforcingreinforce our long-term strategic goals; •provided advice with respect to compensation best practices and market trends; •evaluated our compensation peer group to be used in the development of competitive compensation levels and practices; evaluated the competitiveness of our executive and director compensation programs;
provided ad hoc advice and support throughout the year; and
assisted with the development of our executive compensation-related disclosure in consultation with our outside legal advisers.
As part of its engagement, Compensia also assisted the Compensation Committee with the evaluation of the compensation peer group, and using this compensation peer group •provided competitive market data and analysis relating to the compensation of our senior personnel, including our NEOs;
•evaluated the Named Executive Officers.competitiveness of our executive and non-employee director compensation programs; The Compensation•assists the CHCM Committee may replacein its risk assessment of the Company's executive compensation consultant or hire additional advisors at any time. programs;
•provided ad hoc advice and support throughout the year; and •assisted with the development of our executive compensation-related disclosure in consultation with our legal advisors. Representatives of CompensiaMeridian attend meetings of the CompensationCHCM Committee, as requested, and communicate with the CompensationCHCM Committee Chair and with management as circumstances warrant. All decisions regarding theSenior Executive Management compensation of our Named Executive Officers,decisions, however, are made by the CompensationCHCM Committee. For further discussion regarding the compensation consultant independence evaluation process, see the section titled "Information Regarding Committees of the Board of Directors - CHCM Committee Processes and Procedures" above. Compensia reports directly to the Compensation Committee and does not provide any services directly to us or our management. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the enhanced independence standards and factors set forth in Exchange Act Rule 10C and the applicable listing standards of The New York Stock Exchange, and concluded that that there are no conflicts of interest with respect to the work that Compensia performs for the Compensation Committee.
Use of Competitive CompensationMarket Data The CompensationCHCM Committee, assisted by Compensia,Meridian, has developed a compensation peer group based on an evaluationwhich is used to assess the competitive market for executive talent. In selecting our peer group, the CHCM Committee, with the input of Meridian, identified companies that it believed were comparable to us, taking into consideration the size of each company (based primarily on revenues and market capitalization) and the following additional factors: •the comparability of the company’s business model; •the company’s business services focus; •the comparability of the company’s organizational complexities and growth attributes; and •the comparability of the company’s operational performance.
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In December 2014, Compensia, atThe CHCM Committee approved the directionfollowing group of peer companies in 2022 to aid in the Compensation Committee, evaluatedevaluation of our 2023 Senior Executive Management compensation program. At the existing compensationtime the peer group and recommended towas approved, the Compensation Committee the following peer group to consist of 17 publicly-traded business services and related technology companies, which the Compensation Committee subsequently approved. The selected companies had revenues ranging from approximately $616 million$1.8 billion to approximately $2.6$5.7 billion with aan overall median of $1.8 billion, and$4.8 billion. The new peer group also had market capitalizationscapitalization ranging from approximately $769 million$1.0 billion to approximately $16.5$59.7 billion with aan overall median $3.8of $5.6 billion. The companies comprising this compensation peer group are as follows:
| | | | | | | | | | | | | Peer Group | | | | | | | American Equity Investment | FTI Consulting | Insperity | | SynopsysPaychex | | Broadridge Financial Solutions | Gartner | Primerica | | Cadence Design Systems | Genpact | MAXIMUS | | Total System ServicesSS&C Technologies | | ConvergysCNO Financial Group | Insperity | Mentor Graphics | | VantivSynopsys | | Fair IsaacConduent | Maximus | Paychex | | Workday | Gartner | | PTC | | RCS Capital | TIBCO | | | | Teradata |
This compensation peer group (withAs part of the exception of RCS Capital and TIBCO) was used by the Compensation Committee in connection with its annual review of our executive compensation programthe peer companies and following a review of select industries, company revenues and market capitalization, Meridian recommended, and the CHCM Committee approved, the addition of Paychex, which was previously a reference peer but became more appropriate for peer group inclusion as the Company's revenue grew, and the removal of Bread Financial Holdings due to its change in Februarybusiness focus and March 2015Citrix Systems due to its acquisition and March 2016.resulting cessation as a public company.
We do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or annual or long-term incentive compensation, upon any type of benchmarking to a peer or other representative group of companies. Rather, the CompensationThe CHCM Committee believes that the evaluation of information regarding the compensation practices at other companies is useful as a reference point for its compensation decisions in two respects. First, the CompensationCHCM Committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. As noted in “Compensation-Setting Process – Roleunder the heading "Oversight and Design of our Compensation Committee” on page 23Program" above, the CHCM Committee's review of this Proxy Statement. this informationpeer group data is only one of several factors that the CompensationCHCM Committee considers in making its decisions with respect to the compensation of our senior personnel, includingSenior Executive Management. For instance, in addition to peer group data, the CHCM Committee also reviews broad-based compensation survey data for some of its executive positions, and takes into consideration, among other factors, our Named Executive Officers.Company's performance, individual achievement and expected achievement, and retention risk.
Compensation Elements Our executiveSenior Executive Management compensation program consists primarily of three elements: base salary, annual cash incentive compensation, and long-term time-based and performance-based equity incentive awards, as described in the following table: | | | | | | | | | | | | | | | | | | | | | | | | | Compensation Element | | Purpose | | Key Features | | | | | | | | | | | | Compensation
Element
| What This Element Rewards | | Purpose and Key Features of Element | | | | Base salarySalary | | Individual performance, level of experience, expected future performance and contributions | | ProvidesProvide a competitive level of fixed compensation determined bybased on the market value of the position, with actual base salaries establishedposition. Rewards experience and expected future contribution. | | Established based on competitive comparisons, level of responsibility and the facts and circumstances of each executive officer and each individual positionposition. | | | | | | | | | | | | | | | | | |
| Annual cashincentive
compensation
Cash Incentives | | AchievementMotivate achievement of pre-established corporateshort-term Company and individual performance objectivesobjectives. | | Motivate executive officers to achieve (i) corporate financial performance objectives duringActual payment is at-risk and varies based on the year, (ii)achievement of pre-established, short-term Company and individual management objectives, and (iii) for some participants, departmental objectives tied to the department’s financial performance
Generally, performance levels are established to incentivize our executive officers to achieve or exceed performance objectives. For example, payouts for 2015 could range from 0% to 100% for achievement
| | | | | | | | | | | | | | | | | | | Long-term Equity Incentive Awards | Time-based Equity Awards | | Attract and retain senior executives and align their interests with the long-term market value of all “target” objectives and 150% to 175% for achievement of all “maximum” objectives (with payouts scaled between all those levels) |
| | our common stock. | | | | | | | | Long-term equity
incentiveGranted annually, these awards (mix of equity vehicles to be granted)
| | Creation of sustainable stock price appreciation over a multi-year period through successful execution of long-term financial and strategic objectives
Vesting requirements promote retention of executive officers
| | Grants of options to purchase shares of common stock that vest over four years and provide an at-risk variable pay opportunity. Because the ultimate value of these equity awards is directly related to achieve our retention objectives. Actual payment varies based on the market price of our common stock at the time of vesting.
| | | | | | | | | | | | | | | | | Performance-based Equity Awards | | Motivate achievement of long-term, strategic Company performance objectives. | | Actual payment occurs over multiple years, is at-risk and the options may only be exercised over an extended period of time subject to vesting, they serve to focus managementvaries based on the creation and maintenanceachievement of long-term stockholder value.
Grants of time based RSUs that vest over four years and provide an at-risk variable pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our common stock, and the RSUs may only vest over an extended period of time subject to vesting, they serve to focus management on the creation and maintenance of long-term stockholder value.
strategic Company performance objectives. | | | | | | | Grants of PSU awards, with the shares of our common stock subject to such awards to be earned over a three-year performance period based on our actual results as measured against target levels for cumulative annual revenue growth. First, the multi-year performance period reinforces our compensation philosophy of paying for performance and setting performance objectives that encourage the successful execution of our long-term business strategy. In addition, the selected performance measure—cumulative annual revenue growth—we believe is an appropriate measure for our current stage of development as it represents a rigorous means of evaluating our performance over the next several years and assessing whether we have achieved our objective of creating long-term stockholder value. | | |
Our executive officers also participateIn addition to the compensation elements outlined above, our Senior Executive Management participates in several Company-wide employee benefit plans whichon terms and conditions that are generally consistent with the arrangements offeredthose applicable to other our non-executive U.S. employees. Finally, Our Senior Executive Management is also eligible for severance and double-trigger change in control severance payments and benefits, as described under the heading “Potential Payments Upon Termination or Change in Control” below.
Compensation Mix Our Senior Executive Management compensation program is designed to align the interests of our Senior Executive Management with those of our stockholders. As a result, a large percentage of the target total direct compensation of our executives is in the form of long-term equity awards and annual cash incentive awards and thus is variable and "at risk." For 2023, 50% of the long-term equity award value for our CEO and our other NEOs (except for Mr. Warren) was granted in the form of Performance Share Units ("PSUs"). The CHCM Committee granted 100% PSUs for Mr. Warren, based on their grant date value (assuming achievement at the target performance level) because he had received an RSU award in connection with his promotion in late 2022. These equity awards are tied to the long-term achievement of Company-wide financial objectives with realizable value linked to share price, while our annual cash incentive awards are tied to a combination of a near-term financial goals alongside individual performance in furtherance of Company strategy. We believe these performance measures, established goals and objectives correlate with and drive long-term stockholder value creation. This allows us to incentivize and reward our Senior Executive Management for achieving and/or exceeding strategic Company goals and financial objectives, while ensuring that a significant portion of compensation remains variable and “at risk” in the event that our strategic and financial goals are not achieved or as a result of our stock price performance. Further, from time to time, we may provide special non-recurring bonuses to recruit and retain certain members of our Senior Executive Management team; however, no such non-recurring bonuses were paid to our NEOs in 2023. The following charts show the 2023 compensation mix for our CEO and the average 2023 compensation mix for our other NEOs, in each case assuming target achievement under our annual cash incentive plan and based on the target grant date value of equity awards granted during 2023. 2023 Compensation Mix at Target | | | | | | | | | | | Base Salary | | | | Long-Term Performance-based Equity | | | | Annual Cash Incentive | | | | Long-Term Time-based Equity | | |
•Long-term time-based equity awards shown for "Other NEOs" does not include Mr. Warren, who received 100% of his equity awards for 2023 in the form of PSUs as noted above.
Alignment of Pay and Performance in 2023 One of the key goals of our executive compensation program is to tie executive compensation to overall Company performance and the achievement of strategic goals. In 2023, in terms of operational achievements, we: •continued to grow total revenues and net income, and ongoing improvements in net promoter scores reflecting the value of the service provided to customers; •hosted another successful TriNet PeopleForce conference, our showcase customer and prospect conference focused on business transformation, agility and innovation for SMBs; •sustained our multi-year digital transformation, which focuses on security and operational efficiencies and cost savings; and •repurchased over $1.1 billion in TriNet stock through a tender offer and a share repurchase from our largest investor, successfully issued a bond and increased our credit facility.
The operational achievements outlined above drove these financial performance results in 2023 when compared to 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | $4.9B | | $469M | | 84% | | Total Revenues | | Operating Income | | Insurance Cost Ratio | | 1 % | increase | | (6) % | decrease | | 0 % | flat | | | | | | | | | | | $375M | | $6.56 | | $446M | | Net Income | | Diluted EPS | | Adjusted Net Income* | | 6 % | increase | | 17 % | increase | | 0 % | flat | | | | | | | | | | | 331,423 | | 347,542 | 215,295 | | Average WSE** | | Total WSE** | | Average HRIS Users | | (5) % | decrease | | 0 % | flat | | (13) % | decrease |
* Non-GAAP measures which include Adjusted EBITDA, Adjusted Net Income and Corporate Operating Cash Flows; these measures are defined and reported under “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
** Total WSEs includes approximately 12,000 incremental WSEs for December 31, 2023, and Average WSEs includes approximately 4,000 incremental WSEs for the fourth quarter of 2023 (1,000 for the full year 2023) that were charged a platform user access fee. Additionally, Total WSEs includes approximately 4,500 incremental WSEs for December 31, 2023 and Average WSEs includes approximately 4,800 for the fourth quarter of 2023 (1,500 for the full year 2023) additional service recipients. These were identified as a result of our ongoing effort to ensure that our billing practices best match the expectations of our customers. For details, refer to the heading "Operating Metrics – Worksite Employees (WSEs)” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The compensation of our NEOs was well-aligned with this performance. Specifically, our: •2023 annual cash incentive plan (the "2023 Executive Bonus Plan") payout to Mr. Goldfield was 130% of target, to Ms. Tuminelli and Ms. Wellington was 127% of target, to Mr. Warren was 140% of target, and to Mr. Venkat was 110% of target, in each case after the CHCM Committee's consideration of corporate and individual performance against the financial performance objectives and corporate MBOs as described below in "Achievement and Actual Awards under Our 2023 Executive Bonus Plan"; and •2023 PSU awards were determined to be earned at 100% of target.While theannual growth rate for Professional Services Revenues (the “Professional Service Revenues Growth Rate”) of 0.3% did not meet the threshold level of performance, the equally-weighted GAAP earnings per share (“GAAP EPS,” as defined in the section titled "Performance-Based Equity Incentive Awards" below) of $6.56 was at the maximum performance achievement level of 200% for the 2023 performance period under our 2023 PSU awards. These 2023 PSU awards had a single performance period from January 1, 2023 to December 31, 2023 and earned PSUs will vest 50% on December 31, 2024 and 50% on December 31, 2025, subject to continuous service through each date. For a detailed discussion of how "compensation actually paid" to our executive officers (as defined for purposes of Item 402(v) of Regulation S-K) relates to certain Company financial performance measures, see the section titled "Pay Versus Performance" below. 2023 Executive Bonus Plan Performance Professional Service Revenues and Adjusted EBITDA are eligiblethe company-wide financial measures that we use to receive a modestmeasure performance under the 2023 Executive Bonus Plan. For the definition of these non-GAAP measures as well as the application of certain individual performance goals for measuring total performance, see "2023 Executive Compensation-2023 Annual Cash Incentive Plan Performance Objectives" below. The following graphs show our actual achievement against these performance targets under our 2023 Executive Bonus Plan.
2023 Executive Bonus Plan Performance
2023 Performance-based Restricted Stock Unit Award Performance Professional Service Revenues Growth Rate and GAAP EPS are the financial measures that we use to measure performance under our 2023 PSU awards. For the definition of these measures, see "2023 Executive Compensation-2023 Performance-Based Equity Incentive Awards" below. The following graph shows our achievement against these performance targets under our 2023 PSU awards. 2023 PSU Performance 2023 Performance-based Compensation Summary Based on the 2023 results above, factoring in the level of perquisites and other personal benefitsachievement of our Company's corporate financial goals and certain post-employmentindividual goals for the cash incentive awards and 2023 PSU awards, our NEOs earned the following amounts as a percentage of their 2023 targets under our performance-based compensation arrangements.programs: | | | | | | | | | | | | | | | | | | | Name | | 2023 Cash Incentive Award as % of Target | | Actual Shares Earned as % of 2023 PSU Awards Target(1) | | Burton M. Goldfield | | 130% | | 100% | | Kelly Tuminelli | | 127% | | 100% | | Jay Venkat | | 110% | | 100% | | Alex Warren | | 140% | | 100% | | Samantha Wellington | | 127% | | 100% |
(1)Our 2023 PSU awards had a single performance period from January 1, 2023 to December 31, 2023 and earned PSUs will vest in accordance with their terms, 50% on December 31, 2024 and 50% on December 31, 2025, subject to continuous service through each date.
2023 Executive Compensation Base Salary We believe that a competitiveBase salaries for our NEOs in 2023 were unchanged from 2022, as follows:
| | | | | | | | | | | | | | | | Name | | 2023 Base Salary ($)(1) | | | Burton M. Goldfield | | 950,000 | | | Kelly Tuminelli | | 637,500 | | | Jay Venkat | | 635,000 | | | Alex Warren | | 480,000 | | | Samantha Wellington | | 550,000 | |
(1)Amount reflects annualized base salary is a necessary elementeffective as of our executive compensation program, so that we canApril 1, 2023.
We seek to pay market-competitive base salaries to attract and retain a stable executive team.team and ensure that our executives receive a fixed base level of compensation. Base salaries for the Named Executive Officers are also intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent, as well as equitable across the executive team. Generally, we establish the initial base salaries of the Named Executive Officersinitially set through arm’s-length negotiation at the time we hire the individual,of hiring, taking into account such individual’s position,level of responsibility, qualifications, experience, prior salary level,expectations and the base salaries of the other Named Executive Officers.
Thereafter, the Compensation Committee reviews the base salaries of the Named Executive Officers annually and makes adjustments to base salaries as it determines to be necessary or appropriate.
In February and March 2015, the Compensation Committee reviewed the base salaries of the Named Executive Officers, taking into consideration a competitive market analysis performedinformation. Base salaries for our NEOs are then reviewed and set annually by Compensia and the recommendations of our CEO (except with respect to his own compensation), as well as the other factors described above. The CompensationCHCM Committee believed that our 2014 salaries were low because as a private company, we had strived to preserve cash, meaning salaries were generally below median based on our compensation peer group in favor of a heavier emphasis onsimilar factors including pay equity compensation. Following this review, the Compensation
Committee decided to adjust the base salaries of the Named Executive Officers to better reflect competitive market conditions, effective April 1, 2015, other than Mr. Hammond, whose base salary remained unchanged. The base salaries of the Named Executive Officers for 2014 and 2015 were as follows:
| | | | | | | | | | | Named Executive Officer | | 2015 Base Salary | | 2014 Base Salary | | Burton M. Goldfield | | $ | 725,000 |
| | $ | 600,000 |
| | William Porter | | $ | 410,000 |
| | $ | 350,000 |
| | Brady Mickelsen | | $ | 375,000 |
| | $ | — |
| | John Turner | | $ | 350,000 |
| | $ | 300,000 |
| | Gregory L. Hammond | | $ | 310,000 |
| | $ | 310,000 |
|
The base salaries of the Named Executive Officers during 2015 are also set forth in the Summary Compensation Table below.considerations.
Annual Cash Incentive Compensation The target and actual annual cash incentive payouts for our NEOs for 2023 under the 2023 Executive Bonus Plan were: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | 2023 Target Annual Cash Incentive Opportunity ($) | | 2023 Target Annual Cash Incentive Opportunity as % of Base Salary(1) | | 2023 Actual Annual Cash Incentive Award as a % of 2023 Target Opportunity | | 2023 Actual Annual Cash Incentive Award ($) | | Burton M. Goldfield | 1,425,000 | | 150% | | 130% | | 1,853,000 | | Kelly Tuminelli | 637,500 | | 100% | | 127% | | 810,000 | | Jay Venkat | 635,000 | | 100% | | 110% | | 699,000 | | Alex Warren | 480,000 | | 100% | | 140% | | 672,000 | | Samantha Wellington | 550,000 | | 100% | | 127% | | 699,000 |
(1)Bonuses were paid as a percentage of the base salary levels in effect as of April 1, 2023. We use annual cash bonuses paid under our Executive Bonus Planincentives to motivate the Named Executive Officersour executives to achieve our short-term financial and operational objectives and individual performance goals, while making progress towards our longer-term growth and otherstrategic goals. Consistent with our executive compensation philosophy, theseAll NEOs are eligible to receive an annual cash bonuses constitute a significant percentageincentive not to exceed 200% of their individual target bonus. The amount of cash incentive awards our NEOs earn under our plan is "at-risk" and variable based on our achievement against these objectives.
2023 Annual Cash Incentive Plan Performance Objectives During the first quarter of each year, the CHCM Committee selects the financial performance measures and sets the target total direct compensation opportunity oflevels for those measures and approves new individual and strategic performance goals to properly incentivize our Senior Executive Management, including our NEOs, to achieve key business objectives for the Named Executive Officers. Underyear and create long-term value for the Company’s stockholders. In early 2023, the CHCM Committee established the financial performance objectives and management business objectives ("MBOs") for our NEOs under our 2023 Executive Bonus Plan, annualPlan. As described in more detail below, the cash bonuses are awardedincentive award payouts for 2023 were based on theour actual achievement of Company-wideagainst these financial objectives and departmental and individual management business objectives (“MBOs”) selected by the Compensation Committee. The Compensation Committee reviews the performance of each of the Named Executive Officers relative to such individual’s target annual cash bonus opportunity objectives at its regularly scheduled February meeting, which is typically its first meeting following the end of our fiscal year. Based on this review, the Compensation Committee determines and approves the annual cash bonuses for each of the Named Executive Officers.MBOs.
Target Cash Bonus Opportunities
The target cash bonus opportunities for each of the Named Executive Officers under the Executive Bonus Plan for 2015 (the “2015 Executive Bonus Plan”), expressed as a fixed dollar amount, were as follows: | | | | | | Named Executive Officer | Annualized Target Cash Bonus Opportunity(1) | | Burton M. Goldfield | $ | 725,000 |
| | William Porter | $ | 300,000 |
| | Brady Mickelsen | $ | 230,000 |
| | John Turner | $ | 350,000 |
| | Gregory L. Hammond | $ | 160,000 |
|
| | (1) | Mr. Mickelsen's actual target cash bonus opportunity for 2015 was prorated based on his start date in June 2015. |
Weighting of Cash Bonus Opportunities
The Compensation Committee considered Company-wide financial performance as well as departmental and individual achievement, when determining annual cash bonusesobjectives under the 2015 Executive Bonus Plan. The weighting of the cash bonus opportunities between the Company-wide financial objectives and individual MBOs was as follows:
| | | | | | | | | Named Executive Officer | | Weighting of Company-Wide Financial
Objectives | | Weighting of Individual
Management Business Objectives | | Burton M. Goldfield | | 75 | % | | 25 | % | | William Porter | | 75 | % | | 25 | % | | Brady Mickelsen | | 50 | % | | 50 | % | | John Turner | | 50 | % | | 50 | % | | Gregory L. Hammond | | 50 | % | | 50 | % |
These allocations were determined to be appropriate by the Compensation Committee (and, in the case of our CEO, by the independent members of our Board of Directors) due to the greater responsibility of our CEO and CFO for the overall direction and success of our business.
Corporate Financial Objectives
The financial measures selected by the Compensation Committee for the 20152023 Executive Bonus Plan were NetProfessional Service Revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). The Compensation Committee believed these two performance measures were appropriate for our business because they provided a balance between growing revenue and managing our expenses, which it believes best measures short-term performance.
For purposes of the 2015 Executive Bonus Plan, these financial measures were calculated after applying adjustments to the applicable GAAP financial measures as follows:
“Net Service Revenues” meant the sum of professional service revenues and Net InsuranceProfessional Service Revenues (which wasis defined as fees charged to mean insurance service revenues less insurance costs, which include the premiums we pay to insurance carriersclients for the health and workers compensation insurance coverage providedprocessing payroll-related transactions on behalf of our clients, access to our clientsHR expertise, employment and worksite employeesbenefit law compliance services, other HR-related and the reimbursements we paytax credit filing services and fees charged to the insurance carriers for claim payments withinaccess our insurance deductible layer)cloud-based HRIS services.
“
Adjusted EBITDA” meantEBITDA is a non-GAAP financial measurement defined as: net income, (loss), excluding the effects of our income tax provision, (benefit), interest expense, bank fees and other, depreciation, amortization of intangible assets, and stock-based compensation expense. The CHCM Committee believes that such measures are appropriate to enable period-to-period comparisons on a consistent basis and, accordingly, to facilitate the development of future projections, while excluding costs that are not directly resulting from the Company’s core and ongoing operations. Under
These measures also are defined and reported in "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the 2015fiscal year ended December 31, 2023. For 2023, the target performance levels for these measures were as follows: | | | | | | | | | | | | | Financial Objective | | Target | | Professional Service Revenues | | $785 million | | Adjusted EBITDA | | $509 million |
No bonus was payable to our executives with respect to the financial performance measures under our 2023 Executive Bonus Plan actual bonuses were determined by reference to a matrix to measure the effects of overachievement or underachievement of the two corporate financial measures, as follows: For each 1.5% increase or decrease in actual Net Service Revenues against the target level established for this measure, there was to be a corresponding 10% increase or decrease in the amount of the cash bonus (or, in the case of Mr. Turner, 15%).
For each 0.8% increase or 1.0% decrease in actual Adjusted EBITDA against the target level established for this measure, there was to be a corresponding 10% increase or decrease in the amount of the cash bonus (or, in the case of Mr. Turner, 15%).
The Compensation Committee also established a target Adjusted EBITDA level as a percentage of our Net Service Revenues goal. For purposes of the 2015 Executive Bonus Plan, no bonus was payable if we achieved Adjusted EBITDA of less than 92.5% of$433 million. We call this condition the target Adjusted"Adjusted EBITDA level as a percentage of Net Service Revenues. Further, no bonus was payable, even at higher performance levels, if performance was below target levels for both Adjusted EBITDA and Net Service Revenues. The maximum bonus payable to any executive officer based on company-wide financial objectives was 200% of such executive officer’s target cash bonus opportunity (235% in the case of Mr. Turner).
The Compensation Committee established the following target levels for each of the financial measures under the 2015 Executive Bonus Plan for the Named Executive Officers:
| | | | Financial Measure | | 2015 Target Level | Net Service Revenues | | $600.1 million | Adjusted EBITDA | | $202.0 million | Adjusted EBITDA as a percentage of Net Service Revenues | | 33.67% |
Management Business ObjectivesGate."
In addition to the corporateabove financial performance objectives, the annual cash bonuses payable to the Namedmanagement objectives, or MBOs for each of our NEOs were established as part of our 2023 Executive Officers were also based on each such individual’s achievement against the management business objectives (“MBOs”) established for the year. TheBonus Plan. Our MBOs may be quantitative or qualitative goals, depending on the organizational priorities for a given year, and typically focus on key departmental or operational objectives or functions. Most of the MBOs are intended to provide a set of common objectives that facilitate collaborative management and engagement, although the Named Executive Officersour NEOs also may also be assigned individual goals. In all cases,However, even if financial objectives or MBO objectives, or both, are met, the MBOs are intendedCHCM Committee may determine to be challenging, but attainable, and designed to provide annualreduce or not pay cash bonusincentive awards that reflect meaningfulthrough its exercise of negative discretion depending on overall Company performance or individual performance. In the case of his direct reports, their MBOs were determined by our CEO and then reviewed and approved by the Compensation Committee. In the case of our CEO, his MBOs were determined by the independent members of our Board of Directors, based on recommendations made both by the CEO and the members of the Compensation Committee.
The CompensationCHCM Committee established a numberthe following common MBOs for our NEOs under our 2023 Plan:
•Achieve our growth goals; •Enhance our customer experience; and •Foster an inclusive, collaborative and engaged culture.
Weighting of MBOs and corresponding measurement metrics under the 20152023 Executive Bonus Plan Performance Objectives and Award Payout Range The CHCM Committee considered Company-wide financial performance as well as departmental and individual achievement in assigning weighting to the target annual cash incentive award opportunities for our NEOs under our 2023 Executive Bonus Plan. For all NEOs, achievement of financial objectives received 60% weighting, evenly weighted between Professional Service Revenues and Adjusted EBITDA, and achievement of MBOs, received 40% weighting. The Committee believes that aligning all of the Namedexecutives' bonus targets and weightings in this manner supports achievement of our key financial and strategic business objectives. Payouts under our 2023 Executive Officers, includingBonus Plan could scale between 0% and 200% of an NEO's target cash incentive award opportunity as follows: •Professional Service Revenues: For every 1.0% below goal, bonus scales down 10% and for every 1.0% above goal, bonus scales up by 10%; and •Adjusted EBITDA: For every 1.0% below goal, bonus scales down 6.67% and for every 1.0% above goal, bonus scales up by 4.0%. The following table shows the following: improvingthreshold, target and maximum performance levels (and the overall customer experience, strengtheningassociated potential award) under our 2023 Executive Bonus Plan based on achievement of the sales force, executing on our vertical product strategy, enhancing our platform for product deliverycompany-wide financial metrics: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | % of Professional Service Revenues Target | | Award % | | % of Adjusted EBITDA Target | | Award % | | Threshold | | 90% | | 0% | | 85% | | 0% | | Target | | 100% | | 100% | | 100% | | 100% | | Maximum | | 110% | | 200% | | 125% | | 200% |
Potential awards are realized only if the threshold level of performance is achieved, and internal process improvementpayments are interpolated between the respective threshold, target and pursuing potential acquisition opportunities that would help us growmaximum levels. Achievement of MBOs may impact funding of bonuses up to a maximum of 150% (each component is scaled) and equal to or expand our productless than the maximum award value in aggregate. Achievement and service offerings.Actual Awards under Our 2023 Executive Bonus Plan
2015 Performance Results and Bonus Decisions
In March 2016,2024, the Compensation CHCM Committee determined that our actual achievement with respect to the corporate financial objectives under the 2015our 2023 Executive Bonus Plan (described above) was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Financial Objective | | 2023 Target | | 2023 Actual | | Achievement % | | Professional Service Revenues | | $785 million | | $756 million | | 63% | | Adjusted EBITDA | | $509 million | | $697 million | | 200% |
| | | | | | | Performance Measure | | 2015 Target Level | | 2015 Actual Result | | Net Service Revenues | | $600.1 million | | $546.9 million | | Adjusted EBITDA | | $202.0 million | | $151.3 million | | Adjusted EBITDA as a percentage of Net Service Revenues | | 33.67% | | 27.67% |
Based on these results,In addition, the CompensationCHCM Committee determined that each Company-wide financial objective for 2015 had been achieved at a level that resulted in no payout under the 2015 Executive Bonus Plan with respect to the financial objectives.
The Compensation Committee also reviewed the MBOs of each Named Executive Officerevaluated and determined that the 2023 corporate MBOs had been attained at 119% of target performance, which along with the following percentagefinancial performance metric achievement levels, based on an average percentageresults in 127% of achievement and weighttarget annual cash incentives. After evaluation of each MBO:
| | | | | | | | Named Executive Officer | | Management Business Objectives
Attainment Level | Burton M. Goldfield | | 20 | % | William Porter | | 20 | % | Brady Mickelsen | | 20 | % | John Turner | | 20 | % | Gregory L. Hammond(1)
| | N/A |
|
| | (1) | Mr. Hammond retired from his position as Executive Vice President, Chief Legal Officer and Secretary, effective June 21, 2015. |
Although the Compensation Committee determined that each of the Named Executive Officers had achieved 20% of his MBOs, based on the Compensation Committee's review of our overall performance, the performance of our various business units, and the individual performance, of each Named Executive Officer for 2015 against the corporate financial objectives and the departmental and individual MBOs described above,upon recommendation by and in accordanceconsultation with its belief that there should be a strong relationship between pay and corporate performance, the Compensation CEO, the CHCM Committee determined,approved the Total 2023 Actual Cash Incentive Awards as indicated in its discretion, to not award any annual cash bonuses for the Named Executive Officers, as reflected in the table below:this table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Professional Service Revenues Target Weight | | Professional Service Revenues Achievement as % of Target | Adjusted EBITDA Target Weight | Adjusted EBITDA Achievement as % of Target | MBO Target Weight | Corporate MBO Achievement as % of Target | Actual % of 2023 Target Incentive | Total 2023 Actual Cash Incentive Award ($) | | Burton M. Goldfield | 30% | | 63% | 30% | 200% | 40% | 119% | 130% | 1,853,000 | | Kelly Tuminelli | 30% | | 63% | 30% | 200% | 40% | 119% | 127% | 810,000 | | Jay Venkat | 30% | | 63% | 30% | 200% | 40% | 119% | 110% | 699,000 | | Alex Warren | 30% | | 63% | 30% | 200% | 40% | 119% | 140% | 672,000 | | Samantha Wellington | 30% | | 63% | 30% | 200% | 40% | 119% | 127% | 699,000 |
| | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Annualized Target Cash Bonus
Opportunity(1) | | Amount
Related to
Company-wide
Financial
Objectives | | Amount
Related
to MBOs | | Actual Cash
Bonus | | Percentage of
Target Cash Bonus
Opportunity | | Burton M. Goldfield | | $ | 725,000 |
| | $ | — |
| | $ | — |
| | $ | — |
| | — | % | | William Porter | | $ | 300,000 |
| | $ | — |
| | $ | — |
| | $ | — |
| | — | % | | Brady Mickelsen | | $ | 230,000 |
| | $ | — |
| | $ | — |
| | $ | — |
| | — | % | | John Turner | | $ | 350,000 |
| | $ | — |
| | $ | — |
| | $ | — |
| | — | % | Gregory L. Hammond(2) | | $ | 160,000 |
| | $ | — |
| | $ | — |
| | $ | — |
| | — | % |
| | (1) | While the information in this column is annualized, Mr. Mickelsen's actual target cash bonus opportunity for 2015 was prorated based on his start date in June 2015. |
| | (2) | Mr. Hammond retired from his position as Executive Vice President and Chief Legal Officer effective June 21, 2015. |
As a result, no annual cash bonuses for the Named Executive Officers for 2015 are set forth in the Summary Compensation Table below.
2023 Long-Term Equity Incentive Awards We believeThe CHCM Committee believes that ifequity compensation is integral to aligning the Namedlong-term interests of our Senior Executive Officers ownManagement with those of our stockholders. The CHCM Committee believes that by owning shares of our common stock, in amounts that are significant to them, they will haveour Senior Executive Management has an incentive to act to maximize long-term stockholder value. We also believe thatThis incentive to maximize long-term stockholder value is advanced further through our stock ownership guidelines.
The CHCM Committee seeks to provide our Senior Executive Management with a blend of time-based and performance-based equity compensation is an integral componentawards. Our time-based equity awards are important for attracting and retaining executive officers. Because our time-based equity awards generally vest on a quarterly basis over four years and vary in value based on the market value of our effortscommon stock, they also align the interests of our Senior Executive Management with the long-term market value of our common stock. Our performance-based equity awards reward our Senior Executive Management for achieving specific pre-established strategic business objectives, and impose additional time-based vesting, which the CHCM Committee believes also will continue to attractincentivize and retain exceptional senior personnel.reward Senior Executive Management for enhancing the long-term value of our common stock. For 2015,
During the Compensationfirst quarter of each year, the CHCM Committee added PSUevaluates, and may consider adjusting, the type and design of the equity awards, and RSUincluding establishing new financial performance criteria for the performance-based equity awards, to the mix of equity vehiclesproperly incentivize our Senior Executive Management, including our NEOs, to be granted to certain of the Named Executive Officers. While the Compensation Committee had historically used stock options as the primary vehicle for providing long-term incentive compensation opportunities to the Named Executive Officers, it determined that, as a publicly-traded company, the introduction of PSU awardsachieve key business objectives and RSU awards into our mix of long-term equity incentives was consistent with our objectives of retaining key talent in our industry and motivating the Named Executive Officers to focus their efforts on the creation of sustainablecreate long-term value for our stockholders. For purposes of the 2023 equity award program, for all Senior Executive Management except Mr. Warren, the CHCM Committee determined to grant a blend of 50% RSUs and 50% PSUs, based on their grant date value (assuming, with respect to the PSUs, achievement at the target performance level). The CHCM Committee granted 100% of PSUs for Mr. Warren because he had received a promotion-related RSU award in connection with his promotion in the fourth quarter of 2022.
In March 2015,2023, the CompensationEquity Award Committee approved annual long-term incentive compensation(a subcommittee established by the CHCM Committee and delegated authority to administer our equity plans and grant equity awards) granted the following equity awards to our NEOs: | | | | | | | | | | | | | | | | | | | Name | Number of RSUs Granted (#) | Grant Date Value ($)(1) | Number of PSUs Granted at Target (#) | Grant Date Value at Target ($)(1) | | Burton M. Goldfield | 45,455 | 3,500,035 | 45,455 | 3,500,035 | | Kelly Tuminelli | 16,234 | 1,250,018 | 16,234 | 1,250,018 | | Jay Venkat | 12,988 | 1,000,076 | 12,988 | 1,000,076 | | Alex Warren | — | — | 9,741 | 750,057 | | Samantha Wellington | 16,234 | 1,250,018 | 16,234 | 1,250,018 |
(1)Calculated based on the Named Executive Officers (other than Mr. Hammond) comprisedclosing price of one-third PSUs, one-third RSUs and one-thirdTriNet's common stock options. In determiningon the total value amountdate of each Named Executive Officer’s annual long-term incentive compensation award, the Compensation Committee took into consideration the anticipated future growthgrant. 2023 Performance-Based Equity Incentive Awards
Our 2023 PSU awards were designed with a single-year performance measurement period subject to subsequent multi-year vesting requirements which provide a continued link to share price performance. 50% of the Companyshares earned (if any) during the performance period (January 1, 2023 to December 31, 2023) will vest under the award at the end of the second year (December 31, 2024) and each executive officer’s potential contributionsthe remaining 50% of shares earned (if any) will vest under the award at the end of the third year (December 31, 2025). The CHCM Committee selected two equally weighted performance measures for our 2023 PSU awards: our Professional Service Revenues Growth Rate and our GAAP EPS. We defined our "Professional Service Revenues Growth Rate" as the annual growth rate in the Company's Professional Service Revenues, as reported in the Company's audited financial statements for the fiscal year ended December 31, 2023, excluding the direct impact of any unplanned mergers or acquisitions (which did not occur or had no material impact in 2023). Professional Service Revenues Growth Rate is a key measure for the business because it closely aligns to the successful executionCompany's desire to grow its new and install customer base. We defined our "GAAP EPS" as the Company's GAAP EPS, as reported in the Company's audited financial statements for the fiscal year ended December 31, 2023. The CHCM Committee believes these performance measures are an appropriate means to evaluate the effectiveness of our business strategies over time and our annual profitability, both of which are important to our objective of creating long-term business objectives,stockholder value. Under the 2023 PSUs, actual awards are determined based on the Company's results against the above-described performance measures, with the number of shares of our common stock earned determined by employing a multiplier for each performance measure scaled from 0% to 200% of the target award (interpolating between threshold, target and maximum performance), as well asshown in the factors described above.tables below provided that for 2023, the CHCM Committee determined that if the MBOs in the 2023 Executive Bonus Plan were not achieved at 60% of target or more, the maximum Performance Multiplier for the PSUs could be no more than 125% of target. This change was made to reinforce the importance the Committee places on the achievement of the MBOs. | | | | | | | | | | | | | | | | | | | | | | Performance Level | Professional Service Revenues Growth Rate | | GAAP EPS | | Performance Multiplier | | Threshold | 1% | | $3.30 | | 50% | | Target | 4% | | $3.84 | | 100% | | Maximum | 7% | | $4.38 | | 200% |
In designing our 2023 PSU awards, the CHCM Committee considered a competitive market analysis prepared by Meridian, reviewed various design alternatives, and held discussions with Meridian and our CEO (except with respect to his own equity awards). The CompensationCHCM Committee also considered the existing equity holdings of each Named Executive Officer,of our NEOs, including the current economic value of their unvested and unearned equity awards, the mix of time-based and performance-based equity, and the ability of these unvestedexisting equity holdings to satisfy our retention objectives. Further, the Compensation Committee took into consideration the recommendations of our CEO (except with respect to his own equity award). The CompensationCHCM Committee also considered the dilutive effect of our long-term equity incentive award practices and the overall impact that theseof our mix of executive equity awards, as well as awards to other employees, will have on stockholder value.executive incentives and the market value of our common stock. Shares Earned under our 2023 PSU Awards The 2015 PSU awards were designed to reflectfollowing table shows our achievement against the target Annual Professional Service Revenues Growth Rate and Annual GAAP EPS for the 2023 performance period under our 2023 PSU: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financial Objective | | 2023 Target | | Weight | | 2023 Actual | | Achievement % | | Professional Service Revenues Growth Rate | | 4% | | 50% | | 0.3% | | 0% | | GAAP EPS | | $3.84 | | 50% | | $6.56 | | 200% |
Based on such achievement, the following features: Performance Period – measurement of performance takes place attable sets forth the end of one, two and three year periods
Performance Measure – performance targets were based on cumulative annual Net Service Revenue growth (“CAGR”)
Performance Range and Payout – the minimum, target and maximum payouts under the PSU awards are described in the following table:
| | | | | | | | | | | | | | | | | Minimum | | Target | | Maximum | Performance as a percentage of plan | | 12% revenue growth
CAGR
| | 15% revenue growth
CAGR
| | 20% revenue growth
CAGR
| Payout as a percentage of plan | | 0%(1) of target award
shares
| | 100%(1) of target award
shares
| | 200%(1) of
target award shares
|
| | (1) | 200% maximum potential earned amount tied to full three-year performance period; interim amounts that can be earned are capped at 150%. Payouts above and below the target level are to be scaled on a linear basis. Shares earned above target level with respect to first and second years of performance period to be subject to vesting for remainder of performance period. |
The Compensation Committee believes that the design of the 2015 PSU awards is consistent with our compensation objectives for a number of reasons. First, the multi-year performance period reinforces our compensation philosophy of paying for performance and setting performance objectives that encourage the successful execution of our long-term business strategy. In addition, the Compensation Committee determined that the CAGR performance measure is an appropriate performance measure as it represents a means of evaluating our performance over multiple years and assessing whether we have achieved our objective of creating long-term stockholder value.
In March 2016, the Compensation Committee determined the actual number of shares earned under the 2015 PSU Awards by the CEO and certain eligible Named Executive Officers during the first measurement period of January 1, 2015 to December 31, 2015. The Compensation Committee determined the 2015 CAGR during the first measurement period was 8%, which was below the threshold performance goal of 12%. Therefore, none of the eligible Named Executive Officers were credited with any shares in connection with the first measurement period under the 2015 PSU awards. Under the terms of the 2015 PSU awards, the opportunity remained available for eligible Named Executive Officers to earn shares under the second and third measurement periods based on revenue growth during those periods, in each case subject to the maximum potential earned amount.
The Compensation Committee also granted stock options to all Named Executive Officers (other than Mr. Hammond) in 2015. Because options to purchase shares of our common stock must have an exercise price that is at least equal to the fair marketand value as of December 31, 2023 earned by our common stock on the date of grant, the Named Executive Officers realize value from their long-term equity incentiveeligible NEOs under our 2023 PSU awards, only if the fair market value of our common stock increases over time. The Compensation Committee approved the option grants for the Named Executive Officers set forth in the table below, which vest over four years and expire 10 years after the date of grant if the recipient remains employed by the Company, which serves as an effective retention tool in addition to motivating executives to work toward corporate objectives that provide a meaningful return to our stockholders.
The Compensation Committee also granted RSUs to all Named Executive Officers (other than Mr. Hammond) in 2015. The Compensation Committee determined that RSUs offer a predictable nature of value delivery to our Named Executive Officers and promote further alignment of the interests of our executive officers with the long-term interests of our stockholders. RSUs provide an important tool for us to retain our Named Executive Officers since the value of the awards is delivered over a four year period, subject to continued service with us. The Compensation Committee approved the RSU grants to the Named Executive Officers in 2015 as set forth in the table below, each of which vests 1/16 of the total shares quarterly (except for Mr. Mickelsen's grant which vest 25% after one year from grant date and 1/16 of the total shares vest quarterly thereafter), subject to the Named Executive Officer’s continuedtime-based vesting condition for the awards.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant Date | | Performance Period | | Vesting Period after Performance Period(1) | | Target Shares (#) | | Shares Earned (#) | | Shares Earned as a % of Target | | Burton M. Goldfield | | 2023 | | 1 year | | 2 years | | 45,455 | | 45,455 | | 100% | | Kelly Tuminelli | | 2023 | | 1 year | | 2 years | | 16,234 | | 16,234 | | 100% | | Jay Venkat | | 2023 | | 1 year | | 2 years | | 12,988 | | 12,988 | | 100% | | Alex Warren | | 2023 | | 1 year | | 2 years | | 9,741 | | 9,741 | | 100% | | Samantha Wellington | | 2023 | | 1 year | | 2 years | | 16,234 | | 16,234 | | 100% |
(1)Our 2023 PSU awards had a single performance period from January 1, 2023 to December 31, 2023 and will vest 50% on December 31, 2024 and 50% on December 31, 2025, subject to continuous service with us. Our Compensation Committee chose this vesting schedule specifically to further our retention objectives. We believe that, at this stage of our growth, service-vested RSUs align the interests of our Named Executive Officers with the long-term interests of our stockholders, and provides incentives to our Named Executive Officers to continue to build and grow the company.through each date. The equity awards granted to the Named Executive Officers in 2015 were as follows:
| | | | | | | | | | | Named Executive Officers | Number of Shares of Stock Options Granted | | Number of Shares of Restricted Stock Units Granted | | Number of Shares of Performance Stock Units Granted(1) | | Burton M. Goldfield | 86,078 |
| | 34,816 |
| | 34,816 |
| | William Porter | 27,053 |
| | 10,943 |
| | 10,943 |
| Brady Mickelsen(2) | 30,000 |
| | 80,000 |
| | — |
| | John Turner | 24,594 |
| | 9,948 |
| | 9,948 |
| Gregory L. Hammond(3) | — |
| | — |
| | — |
|
| | (1) | PSUs granted at the target award level. |
| | (2) | Mr. Mickelsen joined us in June 2015. His equity awards in 2015 were new hire grants primarily determined in amounts and forms typical for new hires and designed to encourage him to join us from his previous position. Mr. Mickelsen was not granted PSU awards. |
| | (3) | Mr. Hammond retired as Chief Legal Officer of the Company, effective June 21, 2015. |
The equity awards granted to the Named Executive Officers for 2015 are also set forth in the Summary Compensation Table and the Grant of Plan-Based Awards table below.
Employee Benefit Plans We have established a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code (the “Code”)IRC for all our eligible U.S. employees, including the Namedour Senior Executive Officers,Management, who satisfy certain eligibility requirements, including requirements relating to age and length of service. Currently, we match the contribution made toUnder the plan, by our employees, including the Named Executive Officers,all participants receive a fully-vested matching contribution equal to 100% of their elective contributions up to $3,500 (effective for 2015) annually to each employee, which is fully vested.4% of their eligible compensation as defined by the plan and the IRC. We intend for thethis plan to qualify under Section 401(a) of the CodeIRC so that contributions by employees and the Company to the plan and income earned on plan contributions are not taxable to employees until withdrawn from the plan.plan (except for employees contributions treated as Roth contributions under the plan's terms). In addition, we provide other benefits to the Namedour Senior Executive OfficersManagement on the same general basis as all of our full-time employees. These benefits include health, dental and vision benefits, health and dependent day care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life and accidental death & dismemberment insurance coverage. We also provide vacationBeginning in 2024, in addition to these benefits, NEOs are eligible to receive an annual executive physical to help them proactively manage their health and other paid holidays to all employees, including the Named Executive Officers.prevent or address potential health risks that could impact their ability to perform their duties. We do not currently offer our employees a non-qualified deferred compensation plan or pension plan. We design our employee benefits programs, toincluding comprehensive health and financial benefits, with the intent they be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market and our employees’ needs. Perquisites and Other Personal Benefits The Named Executive Officers are each eligible to seek reimbursement of up to $15,000 of life insurance premiums annually for supplemental life insurance coverage. We also reimburse the Named Executive Officers for financial planning and income tax services, up to a maximum of $10,000 per year. Periodically, when the Namedour Senior Executive OfficersManagement, including our NEOs, attend acertain Company-related function,functions, their spouses arespouse or partner may also be invited, in which case we may incur incremental travel and other event-related expenses for thosesuch spouses or partners, the cost of which is taxable to the Namedexecutive. The Company also may, from time to time, elect to provide tax gross-up payments associated with such taxable compensation. These travel-related expenses and tax gross-up payments are generally available to all employees attending the Company-related functions to the same extent the benefits made are available to the Senior Executive Officer.Management. Amounts paid in connection with or reimbursed as a result of these arrangements for our NEOs are set forth in the Summary Compensation Table below.
The CompensationCHCM Committee believes that these limited perquisites and other personal benefits serve a business purpose as they are important for attracting and retaining key talent, as well as fostering teamwork and cohesion among the Senior Executive Management. 2024 Executive Compensation Decisions As approved by the CHCM Committee in consultation with Meridian, the structure of the executive team.compensation program for 2024 is expected to be substantially similar to 2023. The following additional compensation decisions were made in connection with a change in the Chief Executive Officer and President of the Company, as detailed in the Current Report on Form 8-K filed by the Company with the SEC on February 15, 2024.
CEO Transition
On February 12, 2024, the Board appointed Mr. Michael Q. Simonds as the Chief Executive Officer and President of the Company, effective February 16, 2024 (the “Effective Date”). Mr. Goldfield retired from his position as Chief Executive Officer and President of the Company, effective as of immediately prior to the Effective Date.
The Company and Mr. Simonds entered into an employment agreement in connection with his appointment (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Simonds is eligible for the following compensation: (i) an annual base salary of $1,000,000, (ii) a sign-on cash bonus of $3,000,000, subject to repayment on a pro-rated basis in the event of a separation from service prior to the second anniversary of the Effective Date due to Mr. Simonds' voluntary resignation or termination for cause, and (iii) an annual target cash bonus of 150% of Mr. Simonds’ annual base salary for 2024, subject to achievement of performance metrics established by the Company. In addition, Mr. Simonds will be eligible to receive (i) a one-time award of RSUs in connection with his commencement of service, with a target value of $1,600,000 (the “New Hire RSUs”), and (ii) an award of RSUs with a target value of $4,200,000, and PSUs with a target value of $7,800,000, in each case in connection with the Company’s annual grant cycle (the “2024 Annual Grants”). The New Hire RSUs will vest in full on December 31, 2024, and the RSUs granted in connection with the 2024 Annual Grants will vest over the customary four-year period. The PSUs granted in connection with the 2024 Annual Grants will be subject to the same performance terms and other vesting requirements as applicable to PSUs granted to the Company’s other executive officers in connection with the 2024 performance cycle. The Company and Mr. Goldfield mutually agreed upon the terms of his retirement. Mr. Goldfield entered into a transition agreement (the “Transition Agreement”) whereby he will remain a non-executive employee until April 1, 2024 (“Transition Date”), and he will thereafter continue with the Company as a consultant from April 1, 2024 until March 31, 2025, to continue to provide for an orderly transition of his duties and responsibilities. The Transition Agreement superseded the terms of the employment agreement that the Company entered into with him in November 2009. Under the Transition Agreement, subject to a customary release of claims, Mr. Goldfield will be entitled to receive the following: (i) his regular salary until the Transition Date; (ii) after the Transition Date, a monthly fee of $13,500 over the course of his consulting service; and (iii) continued vesting of all unvested equity awards until the earlier of March 31, 2025 or when Mr. Goldfield ceases providing the Company services pursuant to his Transition Agreement. Mr. Goldfield is not eligible to receive 2024 equity awards or to participate in the 2024 Executive Bonus Plan. Mr. Goldfield will serve on the Board through the end of the 2024 Annual Meeting of Stockholders. Employment Agreements We have entered intoexecuted written employment agreements with each of the Named Executive Officers.our NEOs. We believe that these employment agreements were necessary to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization. In filling these executive positions, our Board of Directors or the Compensation Committee, as applicable, was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing industry. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly-competitive labor market. At the same time, our Board of Directors or the Compensation Committee, as applicable, was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.
Each of these employment agreements provides for “at will” employment and sets forth the initial compensation arrangements for the Named Executive Officer,NEO, including an initial base salary, an annual cash incentive compensation opportunity, and a recommendation for an initial equity award. Severance/Change in Control Benefits All of our current executive officers are entitled to certain severance and change in control benefits pursuant to their employment agreements or under a company severance benefit plan.For a summary of the material terms and conditions of the employment agreement with each of the Named Executive Officers, see “ – Employment Arrangements” below.
Post-Employment Compensation
The employment agreements that we have entered into with each of the current Named Executive Officers generally provide for paymentsseverance and change in control benefits in the event of a qualifying termination of employment, in the form of lump sum cash payments calculated based on the individual’s base salary, payment or reimbursement of continued health insurance premiums and life or disability insurance premiums for a specified period, and partial accelerated vesting of outstanding and unvested equity awards. For purposes of these provisions, a qualifying “termination of employment” includes a termination of employment without cause or a resignation for good reason, and in each case requires that the Named Executive Officer execute a release of claims in favor of our Company. Mr. Goldfield and Mr. PorterNEOs are also eligible to receive, payment of their target variable compensation at specified levels upon a qualifying termination of employment.
Insee the case of a termination of employment following a change in control of our Company, the Named Executive Officers are also eligible to receive, in addition to the foregoing payments and benefits, full acceleration of vesting of outstanding and unvested equity awards.
We provide these arrangements to encourage the Named Executive Officers to work at a dynamic and rapidly growing business where their long-term compensation largely depends on future stock price appreciation. Specifically, the arrangements are intended to mitigate a potential disincentive for the Named Executive Officers when they are evaluating a potential acquisition of our Company, particularly when the services of the executive officers may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of the Named Executive Officers through the conclusion of the transaction, and to ensure a smooth management transition. The Compensation Committee believes that, based on their experience, these payments and benefits are comparable to the payments and benefits provided to similarly-situated executive officers at other newly-public companies.
For a summary of the material terms and conditions of the post-employment compensation arrangements with each of the Named Executive Officers, see “ – Potentialsection titled “Potential Payments uponUpon Termination or Change in Control” below.
Other Compensation Policies Stock Ownership Policy We encourageTo further align the Named Executive Officers to hold aninterests of our executives and the members of our Board with those of our stockholders, our Board has adopted equity interest in our Company, but we currently do not have equity security ownership guidelines for certain officers and members of our Board. These guidelines require our CEO and our other officers subject to Section 16 of the Exchange Act to accumulate aggregate equity holdings equal to 500% and 300%, respectively, of their annual base salaries. Our non-employee directors are required to accumulate aggregate equity holdings equal to 500% of their annual cash retainer for regular service to the Board. Shares owned directly may be counted toward compliance with these guidelines, while vested or unvested unexercised options, unvested RSUs and PSUs, and unvested restricted stock (both time-based and performance-based) are not counted toward meeting the ownership guidelines.
Our CEO and our other officers subject to Section 16 of the Exchange Act and the members of our Board must be in compliance with these guidelines as of December 31, 2021 or, if later, within five years of the date on which they become subject to these guidelines. If such officer or Board member becomes subject to a greater ownership amount due to a change in compensation or in the policy ownership requirements, for the Named Executive Officers.additional ownership requirement must be met by December 31 immediately following the third anniversary of such change. As of December 31, 2023, each of the officers covered by the Stock Ownership Policy and members of the Board have met or are expected to meet their respective stock ownership requirement before their respective required time frames. Compensation Recovery Policy AsOur Board has maintained a newly-public company, we have not adopted a formal compensation recovery (“clawback”) policy. Under Section 304or “clawback” policy since 2017, which granted the Company authority to recoup certain cash incentive payments and equity compensation received by any of our current or former officers in the Sarbanes-Oxley Act of 2002, as applicable to all public companies, we operate under the requirements of that provision, under which our Board of Directors may seek reimbursement from our CEO and CFO if, as a resultevent of their misconduct we restate ourcontributing to a restatement of the Company's financial results duereports. In 2023, the Company amended and restated its clawback policy to our material noncompliance with any financial reporting requirements under the federal securities laws.
In addition, we will comply with the requirements of Section 954 of the Dodd-Frank Wall Street ReformAct such that in the event of a financial restatement, the Company is required to seek recoupment of certain cash and Consumer Protection Act and will adopt aperformance-based equity incentive compensation recovery policy once final regulationsreceived by our current or former officers on or after October 2, 2023, to the subjectextent it is determined to have been adopted.erroneously paid (the "Clawback Policy").
Equity Grant Policy We generallyGenerally, we follow a regular pattern of granting annual or periodic “refresh” equity awards althoughto our officers and certain other employees. This process is overseen by our CHCM Committee, or the Equity Award Committee for officer awards, and the timing, size and distribution of suchequity awards may change from timeyear to time. Weyear. Annual awards typically are granted during the first quarter of the year following our filing of the Company's annual report, and other awards, including new hire awards, typically are granted on the 15th (or next trading day) of each month.
As discussed above under the section "Information Regarding Committees of the Board of Directors - CHCM Committee Processes and Procedures," our CHCM Committee delegated to our CEO the authority, subject to certain limitations such as the maximum value for each award, to grant RSUs to certain employees of the Company pursuant to the terms of such policy and our equity incentive plan. As the CEO does not have adopted granting policies or practices that will ensure that we do not time the making of equityauthority under the policy to approve awards to coincide withhis direct reports other than below the releaseposition level of material non-public information.Senior Vice President, awards to executives are subject to approval by our CHCM Committee or its subcommittee the Equity Award Committee, as the case may be.
The price per share attributable to our equity compensation for purposes of determining the number of shares to be granted is generally determined by the marketclosing price of our common stock. Under our current equity compensation plan, the exercise price of any option to purchase shares of our common stock may not be less than the fair market value of ourTriNet's common stock on the date of grant. If any options are granted, they are granted with an exercise price of at least equal to fair market value of grant. No options were granted in 2023. Short Sales, Hedging and Pledging Policies We have adopted a policy prohibiting the trading of put or call options or short sales bythat prohibits our employees including(including our executive officers,officers) and members of our Board from holding Company securities in a margin account, pledging Company securities as collateral for a loan, engaging in short sales, transactions in put or call options (or other derivative securities), hedging transactions, or similar inherently speculative transactions with respect to the Company’s stock at any time, regardless of Directors. We have also adopted a further policy prohibitingwhether such individual is in possession of material nonpublic information or whether the pledging of stock by our employees, including the Named Executive Officers, and members of our Board of Directors.trading window is open.
Tax and Accounting Considerations Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code (the “Code”)IRC generally disallows a deduction for federal income tax purposes to any publicly-tradedpublicly traded corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer and each of the three other most highly-compensated executive officers (other than its chief financial officer). Generally, remuneration in excess of $1 million may be deducted if, among other things, it qualifies as “performance-based compensation” within the meaning of the Code. The Compensation Committee seeks to qualify the incentive compensation paidcertain "covered employees" with respect to the covered executive officers foryear in question. While the “performance-based compensation” exemption fromCHCM Committee considers the deduction limit under Section 162(m)tax implications of its decisions when it believes such action is indetermining the best interestscompensation of our Company. However, the Compensation Committeeofficers, it reserves the discretion, in its judgment, to authorize compensation payments that doare not comply with an exemption from the deduction limitdeductible when it believes that such payments are appropriate to attract and retain executive talent.
Taxation of Nonqualified Deferred Compensation
Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the Compensation Committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that our Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We are not obligated to provide any Named Executive Officer with a “gross-up” or other reimbursement payment for any tax liability that he may owe as a result of the application of Sections 280G or 4999 in the event of a change in control of our Company.
Accounting for Stock-Based Compensation The CompensationCHCM Committee takesmay take accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us
Stockholder Support for Our Executive Compensation Program Our Board has authorized an annual stockholder advisory vote on our NEOs’ compensation as a method for engaging in regular and effective communication with our stockholders. The CHCM Committee considers the results of the advisory vote as it reviews and develops our compensation practices and policies. The stockholder advisory proposal on Named Executive Officer compensation at our 2023 Annual Meeting of Stockholders was approved by approximately 98% of the stockholders present and entitled to recognize in our consolidated statement of operations all share-based payments to employees, including grants of options to purchase shares of our common stock and restricted stock awards for shares of our common stock to our executive officers, based on their fair values.vote. The application of ASC Topic 718 involves significant amounts of judgment in the determination of inputs into the Black-Scholes-Merton valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions asCHCM Committee did not make any changes to the volatility of the underlying stock, risk free interest rates, and the expected life of the options. As required under GAAP, we review our valuation assumptions at each grant date, and,Company's executive compensation program as a result our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. For performance-based stock awards, we also must apply judgment in determining the periods when, and if, the related performance targets become probable of being met.this stockholder advisory vote. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based payment awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award (which, generally, will correspond to the award’s vesting schedule).
Compensation RelatedCompensation-Related Risk
Our Board of Directors is responsible for the oversight of our risk profile, including compensation-related risks. The CompensationOur CHCM Committee monitors our compensation policies and practices as applied to our employees (including our executive officers) to ensure that these policies and practices do not encourage excessive and unnecessary risk-taking.risk taking. In 2015,2023, at the direction of the Compensation
CHCM Committee, Meridian conducted a review of our executive compensation programs, and management conducted a review of our non-executive compensation programs, including our executive compensation program, and based on this review,these reviews, the CHCM Committee determined that the level of risk associated with these programs is not reasonably likely to have a material adverse effect on the Company. 2015
2023 Summary Compensation Table The following table sets forth information regarding the compensation awarded to or earned by our NEOs in the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock
Awards ($)(1) | Non-Equity
Incentive Plan
Compensation
($)(2) | All Other Compensation ($) | Total ($) | | Burton M. Goldfield | 2023 | 950,000 | — | 7,000,070 | 1,853,000 | 13,200(5) | 9,816,270 | | President and Chief Executive Officer (retired) | 2022 | 950,000 | — | 6,625,148 | 1,496,000 | 12,200(5) | 9,083,348 | | 2021 | 950,000 | — | 6,000,024 | 1,696,000 | 11,600(5) | 8,657,624 | | Kelly Tuminelli | 2023 | 637,500 | — | 2,500,036 | 810,000 | 13,200(5) | 3,960,736 | | Executive Vice President, Chief Financial Officer | 2022 | 634,375 | — | 2,500,160 | 669,000 | 12,200(5) | 3,815,735 | | 2021 | 625,000 | — | 1,250,012 | 844,000 | 11,600(5) | 2,730,612 | | Jay Venkat(3) | 2023 | 635,000 | — | 2,000,152 | 699,000 | 13,200(5) | 3,347,352 | | Executive Vice President, Chief Digital & Innovation Officer | 2022 | 319,905 | 1,000,000 | 3,000,154 | 338,000 | 2,000(5) | 4,660,059 | | 2021 | — | — | — | — | — | — | | Alex Warren(4) | 2023 | 480,000 | — | 750,057 | 672,000 | 13,200(5) | 1,915,257 | | Senior Vice President, Chief Revenue Officer | 2022 | 419,375 | — | 2,000,088 | 377,000 | 12,200(5) | 2,808,663 | | 2021 | — | — | — | — | — | — | | Samantha Wellington | 2023 | 550,000 | — | 2,500,036 | 699,000 | 13,200(5) | 3,762,236 | | Executive Vice President, Business Affairs and Chief Legal Officer | 2022 | 541,250 | — | 2,000,128 | 634,000 | 12,200(5) | 3,187,578 | | 2021 | 511,250 | — | 1,250,012 | 500,000 | 11,600(5) | 2,272,862 |
(1)Amounts reported in this column do not reflect the amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair market value of equity awards granted to our NEOs for the applicable year as computed in accordance with FASB ASC 718 and based on the closing price of TriNet's common stock on the date of grant. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our NEOs only will realize compensation from these awards to the extent they meet the vesting requirements under the awards. The grant date fair market value of the RSUs granted in 2023 are as follows: Mr. Goldfield, $3,500,035; Ms. Tuminelli, $1,250,018; Mr. Venkat, $1,000,076; and Ms. Wellington, $1,250,018. The grant date fair market value of the PSU awards based on target performance level are as follows: Mr. Goldfield, $3,500,035; Ms. Tuminelli, $1,250,018; Mr. Venkat, $1,000,076; Mr. Warren, $750,057; and Ms. Wellington, $1,250,018. Assuming achievement of the performance metrics at the maximum level, the grant date fair market value of the PSU awards would have been as follows: Mr. Goldfield, $7,000,070; Ms. Tuminelli, $2,500,036; Mr. Venkat, $2,000,152; Mr. Warren, $1,500,114; and Ms. Wellington, $2,500,036. For information on the valuation assumptions used in these computations, see Note 1 - Description of Business and Significant Accounting Policies found in Part II, Item 8, "Financial Statements and Supplementary Data" in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 15, 2024. (2)Amounts in this column represent bonuses paid under our 2023 Executive Bonus Plan for performance during the applicable year. Actual payment of these amounts for 2023 occurred in 2024. (3)Mr. Venkat's compensation is shown only for 2022 and 2023 because he was not employed by the Company in 2021. (4)Mr. Warren's compensation is shown only for 2022 and 2023 because he was not a Named Executive OfficersOfficer in 2015:2021. (5)This amount represents company 401(k) plan matching contributions. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | Year | | Salary
($) | | | Bonus
($)(3) | | Stock
Awards
($)(4) | | Option
Awards
($)(5) | | Non-Equity
Incentive Plan
Compensation
($)(6) | | All Other
Compensation
($)(7) | | | | Total ($) | | Burton M. Goldfield | 2015 | | 691,346 |
| | | — |
| | 2,333,351 |
| | 1,164,334 |
| | — |
| | 56,167 |
| | (8) | | 4,245,198 |
| | President and Chief Executive Officer | 2014 | | 573,077 |
| | | — |
| | — |
| | 1,336,823 |
| | 448,500 |
| | 49,446 |
| | | | 2,407,846 |
| | | 2013 | | 489,234 |
| | | 93,750 |
| | — |
| | 1,242,600 |
| | 656,250 |
| | 66,604 |
| | | | 2,548,438 |
| | William Porter | 2015 | | 393,846 |
| | | — |
| | 733,367 |
| | 365,933 |
| | — |
| | 12,161 |
| | (9) | | 1,505,307 |
| | Vice President and Chief Financial Officer | 2014 | | 347,308 |
| | | — |
| | — |
| | 425,353 |
| | 194,350 |
| | 19,110 |
| | | | 986,121 |
| | | 2013 | | 340,000 |
| | | 35,250 |
| | — |
| | 310,650 |
| | 329,000 |
| | 21,643 |
| | | | 1,036,543 |
| | Brady Mickelsen | 2015 | | 187,501 |
| (1) | | — |
| | 1,416,800 |
| | 211,086 |
| | — |
| | 10,591 |
| | (10) | | 1,825,978 |
| | Senior Vice President, Chief Legal Officer and Secretary | | | | | | | | | | | | | | | | | | | | John Turner | 2015 | | 335,192 |
| | | — |
| | 666,690 |
| | 332,671 |
| | — |
| | 11,991 |
| | (11) | | 1,346,544 |
| | Senior Vice President, Sales | 2014 | | 285,385 |
| | | — |
| | — |
| | 425,353 |
| | 168,750 |
| | 11,486 |
| | | | 890,974 |
| | | 2013 | | 250,000 |
| | | 48,750 |
| | — |
| | 124,260 |
| | 326,625 |
| | 12,584 |
| | | | 762,219 |
| | Gregory L. Hammond | 2015 | | 163,722 |
| (2) | | — |
| | — |
| | — |
| | — |
| | 46,633 |
| | (12) | | 210,355 |
| | Former Chief Legal Officer and Executive Vice President | 2014 | | 305,962 |
| | | — |
| | — |
| | 425,353 |
| | 130,400 |
| | 32,846 |
| | | | 894,561 |
| | | 2013 | | 295,000 |
| | | 56,250 |
| | — |
| | 186,390 |
| | 225,000 |
| | 23,323 |
| | | | 785,963 |
|
| | (1) | Mr. Mickelsen joined us in June 2015. Amounts in this column for Mr. Mickelsen represent his salary from June 2015 through December 2015. |
| | (2) | Mr. Hammond retired from the Company in June 2015. Amounts in this column for Mr. Hammond represent his salary from January 2015 through his retirement in June 2015. |
| | (3) | Amounts in this column for our Named Executive Officers represent discretionary bonuses awarded by our compensation committee above the maximum bonus thresholds for Net Service Revenues and Adjusted EBITDA goals and management business objectives (“MBOs”). |
| | (4) | Amounts reported in this column do not reflect the amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of equity awards granted to the Named Executive Officers as computed in accordance with FASB ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For 2015, values for PSU are computed based on the probable outcome of the performance condition as of the grant date of the award. For PSU granted in 2015, the maximum possible payout for each Named Executive Officer was 200% of the target value as indicated below. For information on the valuation assumptions used in these computations, see Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. |
| | a. | Mr. Goldfield: $2,333,333 |
| | (5) | Amounts reported in this column do not reflect the amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of equity awards granted to the Named Executive Officers as computed in accordance with FASB ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our Named Executive Officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. For information on the valuation assumptions used in these computations, see Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. |
| | (6) | Amounts in this column represent bonuses paid under our Executive Bonus Plan for the applicable year. |
| | (7) | Amounts in this column include company 401(k) plan matching contributions for each Named Executive Officer of $3,500 in 2015. |
| | (8) | Amount includes the following payments in 2015: $3,750 in spousal travel, $10,000 in reimbursements for tax preparation and estate planning services, $12,500 in life insurance premiums and $25,570 in tax gross-up payments. |
| | (9) | Amount includes the following payments in 2015: $4,136 in life insurance premiums and $3,727 in tax gross-up payments. |
| | (10) | Amount includes the following payments in 2015: $4,050 in reimbursements for tax preparation and estate planning service and $2,344 in tax gross-up payments. |
| | (11) | Amount includes the following payments in 2015: $2,667 in spousal travel, $997 in life insurance premiums and $4,122 in tax gross-up payments. |
| | (12) | Amount includes the following payments in 2015: $15,000 in compensation as an Advisor to the Company after his retirement in June 2015, $2,000 in reimbursements for tax preparation and estate planning services, $11,179 in life insurance premiums and $12,393 in tax gross-up payments. |
20152023 Grants of Plan-Based Awards Table
The following table provides information with regard to potential cash bonuses paid or payable to our Named Executive OfficersNEOs in 20152023 under our performance-based, non-equity incentive plan, performance-based, equity incentive plan and with regard to equity awards granted to each Named Executive OfficerNEO under our equity incentive plansplan during 2015.2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Award Type | Grant Date | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Unit (#) | | Grant Date Fair Market Value of Stock and Option Awards ($)(2) | | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | Burton M. Goldfield | Cash Incentive | — | — | 1,425,000 | 2,850,000 | | — | — | — | | — | | — | | PSUs | 3/15/2023 | — | — | — | | 22,728 | 45,455 | 90,910 | | — | | 3,500,035 | | RSUs | 3/15/2023 | — | — | — | | — | — | — | | 45,455 | | 3,500,035 | | Kelly Tuminelli | Cash Incentive | — | — | 637,500 | 1,275,000 | | — | — | — | | — | | — | | PSUs | 3/15/2023 | — | — | — | | 8,117 | 16,234 | 32,468 | | — | | 1,250,018 | | RSUs | 3/15/2023 | — | — | — | | — | — | — | | 16,234 | | 1,250,018 | | Jay Venkat | Cash Incentive | — | — | 635,000 | 1,270,000 | | — | — | — | | — | | — | | PSUs | 3/15/2023 | — | — | — | | 6,494 | 12,988 | 25,976 | | — | | 1,000,076 | | RSUs | 3/15/2023 | — | — | — | | — | — | — | | 12,988 | | 1,000,076 | | Alex Warren | Cash Incentive | — | — | 480,000 | 960,000 | | — | — | — | | — | | — | | PSUs | 3/15/2023 | — | — | — | | 4,871 | 9,741 | 19,482 | | — | | 750,057 | | RSUs | — | — | — | — | | — | — | — | | — | | — | | Samantha Wellington | Cash Incentive | — | — | 550,000 | 1,100,000 | | — | — | — | | — | | — | | PSUs | 3/15/2023 | — | — | — | | 8,117 | 16,234 | 32,468 | | — | | 1,250,018 | | RSUs | 3/15/2023 | — | — | — | | — | — | — | | 16,234 | | 1,250,018 | | | | | | | | | | | | | | | |
(1)Amounts represent the range of possible cash payouts under our 2023 Executive Bonus Plan. The threshold amount is not applicable as the CHCM Committee has discretion to reduce the non-equity incentive awards to 0%. The maximum amount that could have been earned by each NEO was 200% of the target cash incentive. See the section titled "2023 Executive Compensation-Weighting of 2023 Executive Bonus Plan Performance Objectives and Award Scale" in the CD&A above for more detailed information. Actual amounts received under our 2023 Executive Bonus Plan are described under the section titled "2023 Executive Compensation-Annual Cash Incentive Compensation" in the CD&A above and in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. (2)Each of the RSUs and PSUs shown in the table was granted under and is subject to the terms of the Amended and Restated TriNet Group, Inc. 2019 Equity Incentive Plan ("2019 Plan"). Amounts reported in this column do not reflect the amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair market value for the equity awards granted to the NEOs as computed in accordance with FASB ASC 718 and based on the closing price of TriNet's common stock on the date of grant. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair market value of our 2023 PSU awards is calculated at the target performance level. At the maximum performance level, the grant date fair value of our 2023 PSU awards would be 200% of the target value. For information on the valuation assumptions used in these computations, see Note 1 - Description of Business and Significant Accounting Policies found in Part II, Item 8, "Financial Statements and Supplementary Data" in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 15, 2024. The material terms of the RSUs and PSUs granted to the Named Executive Officers are described under the section titled "2023 Executive Compensation-2023 Long-Term Equity Incentive Awards" in the CD&A above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | Possible Payouts Under
Non-Equity Incentive Plan Awards(1) | | Possible Payouts Under
Equity Incentive Plan Awards(2) | | All Stock
Awards:
Number of
Shares or Units of Stock (#) | | All Other
Option
Awards:
Number of
Securities
Under-lying
Options (#) | | Exercise or
Base Price
of Option
Awards
($/share) | | Grant Date
Fair Value
of Stock and Option
Awards
($)(3) | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | | Burton M. Goldfield | | 3/4/2015 | | 271,875 |
| | 725,000 |
| | 1,268,750 |
| | | | | | | | | |
|
| |
|
| | | | | | 3/5/2015 | | | | | | | | | | 34,816 |
| | 69,631 |
| | | | | | | | 1,166,667 |
| | | | 3/5/2015 | | | | | | | | | | | | | | 34,816 |
| | | | n/a |
| | 1,166,684 |
| | | | 3/5/2015 | | | | | | | | | | | | | | | | 86,078 |
| | 33.51 |
| | 1,164,334 |
| | William Porter | | 3/4/2015 | | 112,500 |
| | 300,000 |
| | 525,000 |
| | | | | | | | | |
|
| |
|
| | | | | | 3/5/2015 | | | | | | | | | | 10,943 |
| | 21,885 |
| | | | | | | | 366,667 |
| | | | 3/5/2015 | | | | | | | | | | | | | | 10,943 |
| | | | | | 366,700 |
| | | | 3/5/2015 | | | | | | | | | | | | | | | | 27,053 |
| | 33.51 |
| | 365,933 |
| Brady
Mickelsen | | 6/22/2015 | | 30,404 |
| | 121,616 |
| | 182,425 |
| | | | | | | | | | | | | | | | | | 8/21/2015 | | | | | | | | | | | | | | 80,000 |
| | | | n/a |
| | 1,416,800 |
| | | | 8/21/2015 | | | | | | | | | | | | | | | | 30,000 |
| | 17.71 |
| | 211,086 |
| | John Turner | | 3/4/2015 | | 70,000 |
| | 350,000 |
| | 586,250 |
| | | | | | | | | | | | | | | | | | 3/5/2015 | | | | | | | | | | 9,948 |
| | 19,895 |
| | | | | | | | 333,333 |
| | | | 3/5/2015 | | | | | | | | | | | | | | 9,948 |
| | | | n/a |
| | 333,357 |
| | | | 3/5/2015 | | | | | | | | | | | | | | | | 24,594 |
| | 33.51 |
| | 332,671 |
| | Gregory L. Hammond | | 3/4/2015 | | 40,000 |
| | 160,000 |
| | 240,000 |
| | | | | | | | | | | | | | |
| | (1) | Amounts represent the range of possible cash payouts under our Executive Bonus Plan. The threshold amount that could have been earned by each Named Executive Officer was 20% to 37.50% of the target bonus under the Executive Bonus Plan. The maximum amount that could have been earned, based on the applicable “Weighting of Cash Bonus Opportunities” as described more on page 27 of this Proxy Statement, was 200% of the target bonus under the Executive Bonus Plan (or 235% for Mr. Turner) based on the Company-wide financial objectives and 100% of the MBO bonus. There was no separate minimum threshold for MBO bonuses and therefore the threshold amounts represents only bonus amounts related to the Company-wide financial objectives. Mr. Mickelsen joined us in June 2015. Amounts in these columns for Mr. Mickelsen represent his Possible Payouts Under Non-Equity Incentive Plan Awards from June 2015 through December 2015. |
| | (2) | Represents PSU awards granted on March 5, 2015. PSU awards were granted for the first time in 2015. 200% maximum potential earned amount tied to full three-year performance period; interim amounts that can be earned are capped at 150%. Payouts above and below the target level are to be scaled on a linear basis. Shares earned above target level with respect to first and second years of performance period to be subject to vesting for remainder of performance period. |
| | (3) | Amounts reported in this column do not reflect the amounts actually received by our Named Executive Officers. Instead, these amounts reflect the aggregate grant date fair value of equity awards granted to the Named Executive Officers as computed in accordance with FASB ASC 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our Named Executive Officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. Values for PSU are computed based on the probable outcome of the performance condition as of the grant date of the award. |
Outstanding Equity Awards atas of December 31, 20152023 Table The following table provides information regarding outstanding equity awards held by the Named Executive Officersour NEOs as of December 31, 2015.2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant Date | | | Option Awards | | Stock Awards | Number of Securities
Underlying Unexercised
Options (#) | | Option
Exercise
Price ($) | | Option
Expiration
Date | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Exercisable | | Unexercisable | | | | | | Burton M. Goldfield | | 3/6/2012 | (1)(2) | | 13,336 |
| | 6,668 |
| | 0.50 |
| | 3/6/2022 | | 28,288 |
| (3) | | 547,373 |
| 34,816 |
| 673,690 |
| | | | 3/13/2013 | (1)(2) | | 74,468 |
| | 93,336 |
| | 1.45 |
| | 3/13/2023 | | | | | | | | | | | 2/11/2014 | (1)(2) | | 91,726 |
| | 119,168 |
| | 10.98 |
| | 2/11/2024 | | | | | | | | | | | 3/5/2015 | (3) | | 16,139 |
| | 69,939 |
| | 33.51 |
| | 3/5/2025 | | | | | | | | | William Porter | | 8/23/2010 | (1)(2) | | 11,088 |
| | — |
| | 0.50 |
| | 8/23/2020 | | 8,892 |
| (3) | | 172,060 |
| 10,943 |
| 211,747 |
| | | | 2/9/2012 | (1)(2) | | 41,668 |
| | 4,168 |
| | 0.50 |
| | 2/9/2022 | | | | | | | | | | | 3/13/2013 | (1)(2) | | 33,332 |
| | 23,336 |
| | 1.45 |
| | 3/13/2023 | | | | | | | | | | | 2/11/2014 | (1)(2) | | 32,082 |
| | 37,918 |
| | 10.98 |
| | 2/11/2024 | | | | | | | | | | | 3/5/2015 | (3) | | 5,072 |
| | 21,981 |
| | 33.51 |
| | 3/5/2025 | | | | | | | | | Brady Mickelsen | | 8/21/2015 | (4) | | — |
| | 30,000 |
| | 17.71 |
| | 8/21/2025 | | 80,000 |
| (4) | | 1,548,000 |
| | | | John Turner | | 2/9/2012 | (1)(2) | | 130,792 |
| | 27,500 |
| | 0.50 |
| | 2/9/2022 | | 8,083 |
| (3) | | 156,406 |
| 9,948 |
| 192,494 |
| | | | 3/13/2013 | (1)(2) | | 11,532 |
| | 9,336 |
| | 1.45 |
| | 3/13/2023 | | | | | | | | | | | 2/11/2014 | (1)(2) | | 32,082 |
| | 37,918 |
| | 10.98 |
| | 2/11/2024 | | | | | | | | | | | 3/5/2015 | (3) | | 4,611 |
| | 19,983 |
| | 33.51 |
| | 3/5/2025 | | | | | | | | | Gregory L. Hammond | | 2/9/2012 | (1)(2) | | — |
| | 3,336 |
| | 0.50 |
| | 2/9/2022 | | | | | | | | | | | 3/13/2013 | (1)(2) | | — |
| | 14,000 |
| | 1.45 |
| | 3/13/2023 | | | | | | | | | | | 2/11/2014 | (1)(2) | | — |
| | 37,918 |
| | 10.98 |
| | 2/11/2024 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | (1) | | | Number of Securities Underlying Unexercised Options (#) | | Awards were granted under our 2009 Equity Incentive Plan, and are subject to a 4-year vesting schedule, with 25% | | Number of the total shares granted vesting upon the 12-month anniversary Shares or Units of the dateStock that Have Not Vested (#) | Market Value of grant, and 1/48th Shares or Units of the total shares granted vesting each month thereafter. The awards are also subject to accelerated vesting upon certain events, as summarized under “– Potential Payments upon Termination Stock that Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Change in Control.” |
Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested Name ($)(7) | | (2)Name | Pursuant to provisions in our equity incentive plans, the exercise price and number of shares subject to certain of these options were adjusted in connection with special cash distributions of $1.10, $1.57, $5.88 and $0.88 per share of common stock that occurred on July 15, 2011, May 15, 2012, August 30, 2013 and December 26, 2013, respectively. In addition, we effected a 2-for-1 forward stock split in July 2013 and again in March 2014. Accordingly, the share totals and exercise prices shown in the table above (and in the corresponding footnotes) reflect our Named Executive Officers’ post-cash distribution and post-split holdings.Award Type | Grant Date | Exercisable | Un-exercisable | Option Exercise Price ($) | Option Expiration Date | |
| Burton M. Goldfield | NQSO | 2/11/2014 | 2,783(1)(2) | — | 10.98 | 2/11/2024 | | — | — | — | — | | (3)RSUs | Awards were granted under our 2009 Equity Incentive Plan, and are subject to a 4-year vesting schedule, with 1/16th of the total shares granted vesting on the 15th day of the second month of each calendar quarter following the date of grant. The awards are also subject to accelerated vesting upon certain events, as summarized under “– Potential Payments upon Termination or Change in Control.” |
| 2/28/2020 | — | — | — | — | | 3,843(4) | 457,048 | — | — | | (4)RSUs | Awards were granted under our 2009 Equity Incentive Plan, and are subject to a 4-year vesting schedule, with 25% of the total shares granted vesting on the 12-month anniversary of the date of grant, and thereafter 1/16th of the total shares granted vesting on the 15th day of the second month of each calendar quarter following the grant date. The awards are also subject to accelerated vesting upon certain events, as summarized under “– Potential Payments upon Termination or Change in Control.” |
| 3/15/2021 | — | — | — | — | | 11,204(4) | 1,332,492 | — | — | | (5)RSUs | The market value of the unvested shares is calculated by multiplying the number of shares by the NYSE closing price per share of the Company’s common stock of $19.35 on December 31, 2015 (the last trading day of the fiscal year). |
| 3/23/2022 | — | — | — | — | | 20,138(4) | 2,395,012 | — | — | | (6)PSUs | This columns show unvested 3/23/2022 | — | — | — | — | | 22,375(5) | 2,661,059 | — | — | | RSUs | 3/15/2023 | — | — | — | — | | 36,933(4) | 4,392,442 | — | — | | PSUs granted in March 5, 2015. The share amount is reported at target payout level. | 3/15/2023 | — | — | — | — | | 45,455(6) | 5,405,963 | — | — | | Kelly Tuminelli | RSUs | 10/15/2020 | — | — | — | — | | 8,080(3) | 960,954 | — | — | | RSUs | 3/23/2022 | — | — | — | — | | 7,600(4) | 903,868 | — | — | | PSUs | 3/23/2022 | — | — | — | — | | 8,444(5) | 1,004,245 | — | — | | RSUs | 3/15/2023 | — | — | — | — | | 13,191(4) | 1,568,806 | — | — | | PSUs | 3/15/2023 | — | — | — | — | | 16,234(6) | 1,930,710 | — | — | | Jay Venkat | RSUs | 7/15/2022 | — | — | — | — | | 11,950(3) | 1,421,214 | — | — | | PSUs | 7/15/2022 | — | — | — | — | | 11,950(5) | 1,421,214 | — | — | | RSUs | 3/15/2023 | — | — | — | — | | 10,553(4) | 1,255,068 | — | — | | PSUs | 3/15/2023 | — | — | — | — | | 12,988(6) | 1,544,663 | — | — | | Alex Warren | RSUs | 2/28/2020 | — | — | — | — | | 592(4) | 70,407 | — | — | | RSUs | 5/15/2020 | — | — | — | — | | 2,791(4) | 331,934 | — | — | | RSUs | 3/15/2021 | — | — | — | — | | 1,868(4) | 222,161 | — | — | | RSUs | 3/23/2022 | — | — | — | — | | 3,800(4) | 451,934 | — | — | | PSUs | 3/23/2022 | — | — | — | — | | 4,222(5) | 502,122 | — | — | | RSUs | 12/15/2022 | — | — | — | — | | 8,591(4) | 1,021,728 | — | — | | PSUs | 3/15/2023 | — | — | — | — | | 9,741(6) | 1,158,497 | — | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested Name ($)(7) | | Name | Award Type | Grant Date | Exercisable | Un-exercisable | Option Exercise Price ($) | Option Expiration Date | | | Samantha Wellington | RSUs | 2/28/2020 | — | — | — | — | | 1,035(4) | 123,093 | — | — | | RSUs | 3/15/2021 | — | — | — | — | | 2,335(4) | 277,702 | — | — | | RSUs | 3/23/2022 | — | — | — | — | | 6,080(4) | 723,094 | — | — | | PSUs | 3/23/2022 | — | — | — | — | | 6,755(5) | 803,372 | — | — | | RSUs | 3/15/2023 | — | — | — | — | | 13,191(4) | 1,568,806 | — | — | | PSUs | 3/15/2023 | — | — | — | — | | 16,234(6) | 1,930,710 | — | — |
(1)Award was granted under our 2009 Equity Incentive Plan ("2009 Plan") and was subject to a four-year vesting schedule, with 1/4th of the total shares granted vesting upon the 12-month anniversary of the award grant date, and 1/48th of the total shares granted vesting each month thereafter. (2)We effected a 2-for-1 forward stock split in March 2014. Accordingly, the share totals and exercise prices shown in the table above reflect Mr. Goldfield's post-split holdings. (3)Awards were granted under our 2019 Plan and are subject to a four-year vesting schedule, with 1/4th of the total shares granted vesting upon the 12-month anniversary of the award grant date, and thereafter 1/16th of the total shares granted vesting on the 15th day of the second month of each calendar quarter following the award grant date, in each case subject to such NEO's continued service with TriNet through the applicable vesting date. The awards are also subject to accelerated vesting upon certain events, as summarized under the section below titled “Potential Payments Upon Termination or Change in Control.” (4)Awards were granted under our 2019 Plan and are subject to a four-year vesting schedule, with 1/16th of the total shares subject to the award vesting on the 15th day of the second month of each calendar quarter following the award grant date, in each case subject to such NEO's continued service with TriNet through the applicable vesting date. The awards are also subject to accelerated vesting upon certain events, as summarized under the section below titled “Potential Payments Upon Termination or Change in Control.” (5)Amounts in this column set forth unvested PSU awards granted in 2022. The share amount for the unvested PSUs is reported based on the number of earned but unvested PSUs, i.e., the shares scheduled to vest on December 31, 2023 and December 31, 2024. (6)Amounts in this column set forth unvested PSU awards granted in 2023. The share amount for the unvested PSUs is reported based on the number of earned but unvested PSUs, i.e., the shares scheduled to vest on December 31, 2024 and December 31, 2025. (7)The market value of the unvested shares is calculated by multiplying the number of shares by $118.93, the closing price of TriNet's common stock on December 29, 2023, the last trading day of TriNet's fiscal year.
2023 Option Exercises and Stock Vested Table The following table shows for 20152023 certain information regarding option exercises and stock awards accrued on vesting during 20152023 with respect to our NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | Burton M. Goldfield | | 136,830 | | 10,481,244 | | 102,057 | | 11,240,438 | | Kelly Tuminelli | | — | | — | | 40,575 | | 4,486,004 | | Jay Venkat | | — | | — | | 21,553 | | 2,390,989 | | Alex Warren | | — | | — | | 24,442 | | 2,606,117 | | Samantha Wellington | | — | | — | | 25,975 | | 2,862,771 |
(1)Represents the Named Executive Officers:value realized based on the difference between the per share exercise price and the closing price of TriNet's common stock on the date of exercise, multiplied by the number of shares for which the option was exercised. (2)Represents the value realized based on the vesting date of such shares, or if the vesting date is not a trading day for our stock, the immediately preceding trading day, multiplied by the number of shares vested. | | | | | | | | | | | | | | | | | Option Awards | | Stock Award | | Name | | Number of
Shares
Acquired
on Exercise
(#) | | Value Realized
on Exercise
($)(1) | | Number of
Shares
Acquired
on Vesting
(#) | | Value Realized
on Vesting
($)(2) | | Burton M. Goldfield | | 131,306 |
| | 3,027,065 |
| | 6,528 |
| | 146,554 |
| | William Porter | | 63,916 |
| | 1,062,284 |
| | 2,051 |
| | 46,038 |
| | Brady Mickelsen | | — |
| | — |
| | — |
| | — |
| | John Turner | | 73,344 |
| | 2,308,762 |
| | 1,865 |
| | 41,862 |
| | Gregory L. Hammond | | 71,500 |
| | 1,237,745 |
| | — |
| | — |
|
| | (1) | Represents the value realized based upon the difference between the fair market value of our common stock or the sale price (for a same-day-sale transaction) on the exercise date less the exercise price of such shares. |
| | (2) | Represents the value realized based upon the closing stock price of our common stock on the trading day prior to the vesting date of such shares. |
Employment Arrangements
Employment agreements or written offer letters are used from time to time on a case by case basis to attract and/or to retain executives. We currently maintain written employment agreements with all of our current Named Executive Officers (other than Mr. Hammond, who retired from the Company in June 2015). These arrangements provide for “at will” employment and set forth the terms and conditions of employment of each Named Executive Officer, including base salary, annual bonus opportunity, employee benefit plan participation, and equity awards. These agreements were each subject to execution of our standard proprietary information and inventions agreement.
Each of our current Named Executive Officers is entitled to certain severance and change of control benefits pursuant to their employment agreements, the terms of which are described below under the heading “– Potential Payments Upon Termination or Change in Control.” In addition, each employment agreement with our Named Executive Officers provides that the Named Executive Officer is eligible to seek reimbursement of up to $15,000 of life insurance premiums annually for supplemental life insurance coverage, and that we will reimburse each Named Executive Officer for financial planning and income tax services, up to a maximum of $10,000 per year. Mr. Hammond is entitled to none of the above benefits as of his retirement in June 2015.
Employment Agreement with Mr. GoldfieldControl
We entered into an employment agreement with Mr. Goldfield in November 2009 setting forth the terms of Mr. Goldfield’s employment as our President and Chief Executive Officer. The employment agreement provides for base salary subject to annual review and possible adjustment. Mr. Goldfield isOur NEOs are eligible to receive annual performance-based bonuses determined by our compensation committeeseverance and based onother payments and benefits following a termination of employment, including in connection with a change in control of TriNet, under their respective employment agreements with the achievementCompany (for Mr. Goldfield) or the TriNet Group, Inc. Amended and Restated Executive Severance Benefit Plan ("Severance Plan") (for the other NEOs). A summary of corporatethe terms and individual performance goals.
Employment Agreement with Mr. Porter
We entered into anconditions of the NEOs' severance benefits under the applicable employment agreement or Severance Plan are set forth below (except as otherwise noted with Mr. Porter in August 2010 setting forth the terms of Mr. Porter’s employment as our Vice President and Chief Financial Officer. The employment agreement provides for base salary subjectrespect to annual review and possible adjustment. Mr. Porter is eligibleperformance-based equity award agreements, which are applicable to receive annual performance-based bonuses determined by our compensation committee and based on the achievement of corporate and individual performance goals.all NEOs).
Employment Agreement with Mr. Mickelsen
We entered into an employment agreement with Mr. Mickelsen in May 2015 setting forth the terms of Mr. Mickelsen’s employment as our Senior Vice President, Chief Legal Officer and Secretary. The employment agreement provides for base salary subject to annual review and possible adjustment. Mr. Mickelsen is eligible to receive annual performance-based bonuses determined by our compensation committee and based on the achievement of corporate and individual performance goals.
Employment Agreement with Mr. Turner
We entered into an employment agreement with Mr. Turner in March 2012 setting forth the terms of Mr. Turner’s employment as our Senior Vice President, Sales. The employment agreement provides for base salary subject to annual review and possible adjustment. Mr. Turner is eligible to receive annual performance-based bonuses determined by our compensation committee and based on the achievement of corporate and individual performance goals.
Potential Payments upon Termination or Change in Control Termination
If we terminate onethe employment of a participating NEO without cause, or if such NEO resigns for good reason, and if the termination occurs within the 6-month period (for Mr. Goldfield) or 18-month period (for the other NEOs) following a change in control of the Company, such executive will be entitled to receive the following benefits in accordance with the Severance Plan, subject to their execution of an effective release of claims in our Named Executive Officersfavor:
•Cash Severance. A lump sum cash payment in an amount equal to 18 months (for Mr. Goldfield) or 12 months (for the other NEOs) of their then-current monthly base salary; •Bonus. 150% of the actual performance cash incentives earned in the year prior to such termination (for Mr. Goldfield) or their target annual bonus for the fiscal year during which the termination occurs (for the other NEOs); •COBRA Benefits. Company-paid or reimbursed COBRA premiums for the executive and covered dependents until the earlier of (i) the end of 18 months (for Mr. Goldfield) or 12 months (for the other NEOs) following such executive's termination date, (ii) such time as such executive qualifies for health insurance benefits through another source, or (iii) such time as such executive is no longer eligible for continuation coverage under COBRA; •Accelerated Equity Vesting for Time-Based Equity Awards. 100% accelerated vesting of all then-unvested time-based equity awards; and •Treatment of Performance-Based Equity Awards. In addition, pursuant to our performance-based equity award agreements, if a change in control occurs prior to the end of the determination date following the applicable performance period, performance criteria will be measured as of the date of the change in control based on actual performance (if capable of measurement) or at target (if not capable of measurement) and will be eligible to vest subject to continued employment. Upon a NEO's qualifying termination on or following a change in control, 100% of the unvested portion of the award that was earned (either in connection with the change in control or at an earlier time) will vest in full. No Change in Control Termination If we terminate the employment of a NEO without cause or if such executive resigns for good reason, other than due to such a termination that occurs within 6-month period (for Mr. Goldfield), and 18-month period (for the other NEOs) following a change in control of the Company, such executive will be entitled to receive the following payments and benefits in accordance with the employment agreement or Severance Plan, as applicable, subject to histheir execution of an effective release of claims in our favor:
•Cash Severance. A lump sum cash payment in an amount equal to 12 months (for Mr. Porter, Mr. Mickelsen and Mr. Turner) or 18 months (for Mr. Goldfield) or 12 months (for the other NEOs) of histheir then-current monthly base salary; 100%•Bonus. 150% of the actual performance bonuscash incentives earned by Mr. Porter, and 150% of the actual performance bonus earned by Mr. Goldfield in the year prior to such termination;
Accelerated vesting of the portion of the executive’s unvested equity awards that would have vested during the 6 monthstermination (for Mr. Mickelsen and Mr. Turner), 12 months (for Mr. Porter) and 18 months (for Mr. Goldfield) following his termination date, or 100% accelerated vesting of all then-unvested equity awards if the qualifying termination occurs within the six month period following a change in control of TriNet (for Mr. Goldfield, Mr. Porter, and Mr. Turner) and twelve month period (for Mr. Mickelsen);
•COBRA Benefits. Company-paid or reimbursed COBRA premiums for the executive and his covered dependents until the earlier of (i) the end of the 6 months (for Mr. Turner), 12 months (for Mr. Porter, and Mr. Mickelsen) and 18 months (for Mr. Goldfield) or 12 months (for the other NEOs) following hissuch executive's termination date, or (ii) such time as hesuch executive qualifies for health insurance benefits through another source; andsource, or (iii) such time as such executive is no longer eligible for continuation coverage under COBRA;
•Accelerated Equity Vesting for Time-Based Equity Awards. Accelerated vesting of the executive elects to convert his life insurance or disability insurance coverage into an individual policy, we will payportion of the premiums forexecutive’s unvested time-based equity awards that would have vested during the first 6 months (for Mr. Turner), 12 months (for Mr. Porter and Mr. Mickelsen) and 18 months (for Mr. Goldfield) or 12 months (for the other NEOs) following their termination date as if employment had continued through such date; and •Treatment of Performance-Based Equity Awards. For Mr. Goldfield, in addition to accelerated equity vesting for time-based equity awards, all other outstanding unvested equity awards also are subject to acceleration if such equity award would have vested during the 18 month period following his termination date oras if employment had continued through such earlier date as he ceases to maintain coverage.date. The amounts in the table below assumesassume that the Named Executive OfficerNEO terminated employment from TriNetthe Company as of December 31, 20152023 and the table sets forth the estimated payments and benefits that each would have received under theirthe Severance Plan. | | | | | | | | | | | | | | | | | | | | | | Name | Change in Control | | Cash Severance ($) | Bonus ($) | Health Benefits ($)(1) | Equity Acceleration ($)(2)(3) | Total ($) | | Burton M. Goldfield | 1,425,000 | 2,244,000 | 42,415 | 16,644,016 | 20,355,431 | | Kelly Tuminelli | 637,500 | 637,500 | 26,902 | 6,368,583 | 7,670,485 | | Jay Venkat | 635,000 | 635,000 | — | 5,642,158 | 6,912,158 | | Alex Warren | 480,000 | 480,000 | 33,302 | 3,758,783 | 4,752,085 | | Samantha Wellington | 550,000 | 550,000 | 29,206 | 5,426,776 | 6,555,982 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | No Change in Control | | | | Cash Severance ($) | Bonus ($) | Health Benefits ($)(1) | Equity Acceleration ($)(3) | Total ($) | | Death/Disability ($) | | Burton M. Goldfield | 1,425,000 | 2,244,000 | 42,415 | 8,074,514 | 11,785,929 | | 16,644,016 | | Kelly Tuminelli | 637,500 | — | 26,902 | 2,849,682 | 3,514,084 | | 6,368,583 | | Jay Venkat | 635,000 | — | — | 2,375,865 | 3,010,865 | | 5,642,158 | | Alex Warren | 480,000 | — | 33,302 | 1,623,632 | 2,136,934 | | 3,758,783 | | Samantha Wellington | 550,000 | — | 29,206 | 1,952,712 | 2,531,918 | | 5,426,776 |
(1)Amount reflects estimated monthly premium for continued health benefits under our existing group health insurance plans for the duration of time the NEO is eligible for COBRA reimbursement under the applicable employment agreementsagreement or Severance Plan. Does not include monthly premiums for individual conversion life insurance or disability insurance policies. Mr. Venkat does not have a value in this column as he has not enrolled in TriNet-sponsored health benefits, and in the event he had experienced a termination of employment, he would not have been eligible for COBRA benefits. (2)Includes the actual number of shares earned under our 2023 PSUs by our NEOs during the 2023 measurement period with 100% accelerated vesting. (3)Based on the fair market value of TriNet's common stock as of December 29, 2023, which was $118.93 per share. Death and Disability All equity awards held by employees (including our NEOs) under any of our equity compensation plans become immediately vested upon the awardee's death or disability (as defined in the applicable plan). Subsequent Events Mr. Goldfield announced his retirement as Chief Executive Officer and President of the Company, effective as of February 15, 2024. Please see the discussion under the section entitled “2024 Executive Compensation Decisions” for additional information regarding the transition agreement he entered into with the Company.
2023 Pay Ratio Disclosure Pay Ratio
In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following information for 2023: •the median of the annual total compensation of all our employees (except our CEO) was $102,189; •the annual total compensation of our CEO was $9,474,280; and •the ratio of these two amounts was 93 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
SEC rules for identifying the median employee and calculating annual total compensation allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Methodology for Identifying Our “Median Employee” Employee Population To identify the median of the annual total compensation of all of our employees (other than our CEO), we first identified our total domestic and foreign employee population. As reported in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K filed with the SEC on February 15, 2024, we had an employee population of approximately 3,600 as of December 31, 2023. We selected December 31, 2023 as the date upon which we would identify the “median employee”. Adjustments to our Employee Population As permitted by applicable regulations, we excluded less than 5% of our employee population working outside of the United States, or 32 employees in Canada and 128 employees in India out of our approximately 3,600 workforce as of December 31, 2023, for the purpose of identifying our median employee. Other than the employees in Canada and India, we did not as of December 31, 2023 have any other employees located outside of the United States. Determining our Median Employee To identify our median employee from our total adjusted employee population, we compared the wages of our employees as reported to the Internal Revenue Service on Form W-2 Box 5 for 2023, which we believe to be a reasonable compensation measure. Box 5 reports the amount of wages subject to the Medicare tax, which includes any deferred compensation, 401(k) contributions or other fringe benefits that are excluded from the federal income tax. We did not conduct statistical sampling to identify our median employee from our employee population, or use any special methodology including any material assumptions, adjustments or estimates. Our Median Employee Using the methodology described above, (otherwe determined that our median employee was a full-time, salaried employee located in the United States with Box 5 wages for the 12-month period ending December 31, 2023, of $102,189.
Determination of Annual Total Compensation of our Median Employee and our CEO
We calculated the median employee's annual total compensation for 2023 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2023 (as set forth in the 2023 Summary Compensation Table of this Proxy Statement), adjusted to include the cost to the Company in 2023 of specified employee benefits that are provided on a non-discriminatory basis, including group health care coverage and sales referral bonuses. Our CEO’s annual total compensation for 2023 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2023 Summary Compensation Table in this Proxy Statement, adjusted in a similar manner as the annual total compensation of our median employee. Because group health care coverage was included, our CEO's annual total compensation for 2023 differs from the amount reported in the Summary Compensation Table.
Pay Versus Performance Disclosure The table below and subsequent discussion is intended to comply with the requirements of the Item 402(v) of Regulation S-K (the "Pay Versus Performance Rule") in order to provide information about the relationship between executive compensation actually paid and certain financial performance of the Company. The dollar amounts do not reflect the actual amount of compensation earned or realized by our principal executive officer, our CEO, or our other NEOs during the applicable year. For further information regarding the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis."
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Pay Versus Performance Table | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table for Non-CEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(2) | Value of Initial Fixed $100 Investment Based On: | Net Income ($) | Adjusted EBITDA ($)(4) | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | | | | | | | | | | | | | | | | | | | 2023 | 9,816,270 | 20,456,413 | 3,246,395 | 6,471,887 | 210 | 191 | 375,300,268 | 697,254,021 | | | | | | | | | | | | | | | | | | | | | | 2022 | 9,083,348 | 2,897,101 | 3,618,009 | 2,459,839 | 120 | 150 | 355,319,300 | 688,402,370 | | | | | | | | | | | | | | | | | | | | | | 2021 | 8,657,624 | 15,593,113 | 2,520,222 | 4,098,764 | 168 | 200 | 338,149,296 | 565,370,622 | | | | | | | | | | | | | | | | | | | | | | 2020 | 9,364,617 | 18,731,976 | 2,910,778 | 3,666,859 | 142 | 122 | 272,036,162 | 468,272,922 | | | | | | | | | | |
(1)The dollar amounts reported are the total compensation reported for each individual in the “Total” column of the Summary Compensation Table (the “SCT”). The CEO for all reporting years is Burton Goldfield. The NEOs other than Mr. Hammond, who retiredour CEO for each reporting year were (i) Kelly Tuminelli, Jay Venkat, Alex Warren and Samantha Wellington for 2022 and 2023; (ii) Edward Griese, Olivier Kohler, Kelly Tuminelli and Samantha Wellington for 2021; and (iii) Richard Beckert, Barrett Boston, Edward Griese, Olivier Kohler, Michael P. Murphy, Kelly Tuminelli and Samantha Wellington for 2020. (2)The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”) to our CEO and to our other NEOs as a group (excluding our CEO), in June 2015)each case computed in accordance with Item 402(v) of Regulation S-K. To calculate CAP, the following adjustments were made to SCT total compensation.
| | | | | | | | | | | | | | | | | | | CEO | | Year | Summary Compensation Table Total ($) | Reported Value of Equity Awards ($)(i) | Equity Awards Adjustments ($)(ii) | Compensation Actually Paid ($) | | | | | | | | | | | | | | | 2023 | 9,816,270 | (7,000,070) | 17,640,213 | 20,456,413 | | | | | | | | | | | | | | 2022 | 9,083,348 | (6,625,148) | 438,901 | 2,897,101 | | | | | | | | | | | | | | 2021 | 8,657,624 | (6,000,024) | 12,935,513 | 15,593,113 | | | | | | | | | | | | | | 2020 | 9,364,617 | (6,500,088) | 15,867,447 | 18,731,976 | | | | | | |
| | | | | | | | | | | | | | | | | | | Average Non-CEO NEOs | | Year | Summary Compensation Table Total ($) | Reported Value of Equity Awards ($)(i) | Equity Awards Adjustments ($)(ii) | Compensation Actually Paid ($) | | | | | | | | | | | | | | | 2023 | 3,246,395 | (1,937,570) | 5,163,062 | 6,471,887 | | | | | | | | | | | | | | 2022 | 3,618,009 | (2,375,133) | 1,216,963 | 2,459,839 | | | | | | | | | | | | | | 2021 | 2,520,222 | (1,462,559) | 3,041,101 | 4,098,764 | | | | | | | | | | | | | | 2020 | 2,910,778 | (1,671,474) | 2,427,555 | 3,666,859 | | | | | | |
(i) Represents a reduction in an amount equal to the grant date fair value of equity-based awards granted each year as reported in the SCT for the applicable year. (ii) Represents an addition (or subtraction, as the case may be) in an amount equal to the value of equity awards calculated in accordance with Item 402(v) of Regulation S-K for each year shown, which is generally based on the fair value of equity awards granted during the year valued at year-end plus any change in the value of prior years' awards (see following tables). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity Component of CAP: | | | | | | | | | | CEO | | | | | | | | | | | | | Year | Fair Value of Current Year Equity Awards at the End of the Year ($) | | Fair Value of Current Year Equity Awards That Vested in the Same Year ($) | | Change in Value of Prior Years' Awards Unvested at the End of the Year ($) | | Change in Value of Prior Years' Awards That Vested in the Year ($) | | Prior Years' Awards that were Forfeited ($) | | Equity Value Included in CAP ($) | | | | | | | | | | | | | | | | (a) | | (b) | | (c) | | (d) | | (e) | | (a)+(b)+(c)+(d)+(e) | | | | | | | | | | | | | | | 2023 | 9,798,405 | | 886,725 | | 2,943,043 | | 4,012,040 | | — | | 17,640,213 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | 5,006,217 | | 541,916 | | (2,121,477) | | (2,987,755) | | — | | 438,901 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 | 9,605,161 | | 623,366 | | 1,522,676 | | 1,184,310 | | — | | 12,935,513 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 | 13,139,170 | | 728,780 | | 837,755 | | 1,161,742 | | — | | 15,867,447 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Non-CEO NEOs | | Year | Fair Value of Current Year Equity Awards at the End of the Year ($) | | Fair Value of Current Year Equity Awards That Vested in the Same Year ($) | | Change in Value of Prior Years' Awards Unvested at the End of the Year ($) | | Change in Value of Prior Years' Awards That Vested in the Year ($) | | Prior Years' Awards that were Forfeited ($) | | Equity Value Included in CAP ($) | | | | | | | | | | | | | | | | (a) | | (b) | | (c) | | (d) | | (e) | | (a)+(b)+(c)+(d)+(e) | | | | | | | | | | | | | | | 2023 | 2,739,315 | | 221,656 | | 1,100,484 | | 1,101,607 | | — | | 5,163,062 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | 2,009,609 | | 117,573 | | (491,225) | | (418,994) | | — | | 1,216,963 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 | 2,138,063 | | 119,467 | | 492,451 | | 349,414 | | (58,294) | | 3,041,101 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 | 2,273,277 | | 143,820 | | 207,938 | | 104,753 | | (302,233) | | 2,427,555 | | | | | | | | | | | | | |
As reflected in the table above, equity award values reported for purposes of CAP are calculated by adding or subtracting, as applicable, the following (a) for any awards granted in the applicable year that are outstanding and unvested as of the end of the year, the year-end fair value of those awards; (b) for any awards that were granted and became vested in the same year, the fair value of those awards as of the vesting date; (c) for any awards granted in a prior year that are outstanding and unvested as of the end of that year, the change in fair value from the end of the prior fiscal year to the end of the applicable year; (d) for any awards granted in prior years that vested in the applicable year, the amount equal to the change in fair value of those awards as of the vesting date (from the end of the prior fiscal year) and (e) the values granted in prior years that were forfeited. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. No dividends or other earnings were paid during the periods reported.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Change in Control | | No Change in Control | | | | Salary | | Bonus | | Health
Benefits(1) | | Equity
Acceleration(2) | | Total | | Salary | | Bonus | | Health
Benefits(1) | | Equity
Acceleration(2) | | Total | | Burton M. Goldfield | | 1,087,500 |
| | — |
| | 25,733 |
| | 3,341,449 |
| | 4,454,682 |
| | 1,087,500 |
| | — |
| | 25,733 |
| | 2,739,798 |
| | 3,853,031 |
| | William Porter | | 410,000 |
| | — |
| | 20,442 |
| | 985,773 |
| | 1,416,215 |
| | 410,000 |
| | — |
| | 20,442 |
| | 636,033 |
| | 1,066,475 |
| | Brady Mickelsen | | 375,000 |
| | — |
| | 23,931 |
| | 1,597,200 |
| | 1,996,131 |
| | 375,000 |
| | — |
| | 23,931 |
| | — |
| | 398,931 |
| | John Turner | | 350,000 |
| | — |
| | 11,896 |
| | 1,159,292 |
| | 1,521,188 |
| | 350,000 |
| | — |
| | 11,896 |
| | 687,275 |
| | 1,049,171 |
|
(4)Adjusted EBITDA is a non-GAAP measure that adjusts net income to exclude the impact of income tax, interest expense, bank fees and other, depreciation, amortization of intangible assets, stock based compensation expense, amortization of cloud computing arrangements, and transaction and integration costs. Combined with other financial and individual performance objectives, Adjusted EBITDA is an important element in how we link compensation actually paid to our NEOs to Company performance.Adjusted EBITDA is defined and reported under “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Tabular List of Financial Performance Measures
The metrics listed in the table below represent, in our assessment, the most important financial performance measures we used to link compensation actually paid to our NEOs to our Company performance for the fiscal year ended December 31, 2023.
| | | | | | | Most Important Performance Measures | | (1)Amount only includes estimated monthly premium for continued health benefits under our existing group health insurance plans. Does not include monthly premiums for individual conversion life insurance or disability insurance policies. |
| Adjusted EBITDA | | (2)Professional Services Revenue | | Based on the fair market value of our common stock as of December 31, 2015, which was $19.35 per share.Professional Services Revenue Growth Rate | | GAAP EPS |
Professional Services Revenue and Adjusted EBITDA are the financial performance objectives that together receive 60% weighting (and separately each receive 30% weighting) in the determination of performance achievement under the 2023 Executive Bonus Plan. Professional Services Revenue Growth Rate and GAAP EPS are the performance measures used to determine amounts earned by the NEOs, subject to continued time-based vesting, under our 2023 PSUs. While the Company uses several performance measures in connection with its executive compensation program, for purposes of the SEC rules, in our assessment, Adjusted EBITDA represents the most important financial performance measure used by us to link compensation actually paid to our NEOs to company performance for 2023 (our "Company-Selected Measure"). This is evidenced in part by the Adjusted EBITDA Gate in our 2023 Executive Bonus Plan.
As explained in the "Compensation Discussion and Analysis", the CHCM Committee takes a holistic approach to the Company’s executive compensation program and uses both long-term and short-term incentive awards to further the objective of incentivizing our NEOs to increase value for stockholders. The CHCM Committee believes that all of the financial and non-financial performance measures described in the “Compensation Discussion and Analysis” are critical to linking NEO pay to company performance and considered each of them carefully in designing the 2023 NEO compensation program and in determining the NEOs' 2023 compensation.
Comparative Analysis of the Pay versus Performance Table
TSR: Company versus Peer Group
The chart below compares the 3-year and 5-year cumulative TSR(1) for the Company and for the companies included in our Peer Index Group. Our Peer Index Group is the peer group index reported in Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities," in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K, for the fiscal year ended December 31, 2023(2).
(1) TSR reflected in this table is calculated as described in footnote 3 to the Equity Component of CAP table above. (2) The Peer Index Group members are Automatic Data Processing, Inc., Barrett Business Services, Inc., Insperity, Inc., Intuit, Inc. and Paychex, Inc.
CAP versus TSR
As shown in the chart below, the CEO's and other NEOs' CAP amounts are generally well-aligned with the Company's TSR over the reported four-year period. This is due primarily to the Company's significant use of long-term equity incentives, which we believe creates alignment with our shareholders' interests.
Although our compensation philosophy and approach to equity grants has remained consistent over the period, the CEO's CAP declined in 2021 versus 2020. This is largely due to CAP value being significantly influenced by changes in our stock price. Our 2021 grant date stock price was higher than that in 2020, and our stock price increased more significantly in 2020 than in 2021. These factors, in addition to the CEO's lower target equity grant value in 2021 versus 2020 (as reflected in the Summary Compensation Table), contributed to his being granted fewer equity shares in 2021, and those shares generally appreciating less than in 2020 as of the relevant CAP valuation dates. In 2023, CAP amounts increased consistent with an increase in TriNet's stock price. Stock price played a relatively smaller role in the non-CEO NEOs' CAP in light of changes in the composition of the group.
CAP versus Net Income
The chart below compares the CEO's and other NEOs' CAP amounts and the Company's net income over the reported four-year period. While the Company does not use year-over-year changes in net income to determine compensation levels or incentive plan payouts, the Company’s net income has increased over the four years presented in the pay versus performance table, which we believe indicates relative alignment (except with respect to the CEO's and other NEOs' declining CAP in 2021 as discussed above) between compensation actually paid and net income for the years indicated.
CAP versus Adjusted EBITDA
The chart below compares the CEO's and the other NEOs' CAP amounts to the Company's Adjusted EBITDA over the four-year reported period. As explained in the CD&A, Adjusted EBITDA, our Company-Selected Measure, is a financial performance objective in our 2023 Executive Bonus Plan, constituting 30% of each NEO's total target bonus opportunity. As reflected in the Pay Versus Performance Disclosure table above and the chart below, the CEO's and other NEOs' CAP amounts were well-aligned in 2020 and 2021, with the exception that our CEO's CAP declined in 2021 versus 2020 for reasons discussed above. In 2022, CAP amounts declined while Adjusted EBITDA continued to increase steadily. Given the significant emphasis we place on equity compensation for our NEOs, CAP amounts were significantly impacted by TriNet's stock price which, like the broader equities market, experienced declines in 2022. In 2023, Adjusted EBITDA continued to increase, and CAP amounts increased consistent with an increase in TriNet's stock price.
Non-Employee Director Compensation 2015 Non-Employee Director Compensation Policy
In March 2015, the Compensation Committee adopted a newOur non-employee director compensation policy effective January 1, 2015. This policy provides that each non-employee director other than Mr. Hodgson, will receive the following cash compensation for board services:
| | | | | | | | | | | | | | | | | Chair ($) | | Non-Chair Member ($) | | Board Annual Retainer | 85,000 | | 60,000 | | Committees | | | | | Finance and Audit Annual Retainer | 35,000 | | 15,000 | | CHCM Annual Retainer | 30,000 | | 15,000 | | Nominating and Corporate Governance Annual Retainer | 20,000 | | 10,000 | | Risk Annual Retainer | 20,000 | | 10,000 |
$50,000 per year for service as a board member, or $75,000 per year for service as
In addition, on the Chairmandate of the Board; $30,000 per year for service as the chair of the Audit Committee or Compensation Committee and $15,000 per year for service as the chair of the Nominating and Corporate Governance Committee;
$15,000 per year for service as a non-chair member of the Audit Committee or Compensation Committee and $7,500 per year for service as a non-chair member of the Nominating and Corporate Governance Committee;
$1,500 for attendance at eachour first Board meeting (whether in person or by telephone); and
$1,000 to committee members for attendance at each meetingcalendar year, each of the Audit Committee or Compensation Committee (whether in person or by telephone) and $500 to committee members for attendance at each meeting of the Nominating and Corporate Governance Committee. If the Board meeting and the Committee meeting are on the same day, only the Board meeting feeour non-employee directors is paid.
In addition, in March 2015, with the adoption of the new director compensation policy, the Committee granted to each existing non-employee director aan RSU award with a grant date fair value of $200,000$215,000 (or $315,000, in the case of the Board Chair) to be settled in shares of our common stock (or $300,000, in the case of the Chairman of the Board). These awards vestedstock. Each annual RSU award vests in full on February 12, 2016,the earlier of the 12-month anniversary of the grant or the trading date most closely preceding the date the Annual Meeting of Stockholders for the year immediately following the year in which the awards were granted, subject to the non-employee director’sdirector's continuous service through such date. Beginning in 2016, each non-employee director will be granted a RSU award with a grant date fair value of $200,000 to be settled in shares of our common stock (or $300,000, in the case of the Chairman of the Board) at the time of the first Board meeting of each calendar year. These awards will vest in full on the first anniversary of the date of grant, subject to the non-employee director’s continuous service through such date.
In addition, eachEach new non-employee director is granted aan RSU award with a grant date value of $200,000 to be settled in shares of our common stock$215,000 (or $300,000,$315,000, in the case of a new non-employee director to serve as Chairman of the Board) upon his or her initial election or appointment to the Board multiplied by a fraction, the numerator of which isChair) prorated for the number of days that will elapse between the non-employee director’s date of initial election or appointment and the first anniversary of the date of grant of the non-employee directors' most recent grant of the annual RSU awards to the non-employee directors and the denominator of which is 365.RSUs. These initial awards will vest in full on the same date the most recent annual RSU award to the non-employee directors become vested; provided that any such initial award granted prior to January 1, 2024 will vest on the first anniversary of the date of grant of the most recent grant of the annual awards to the non-employee directors,grants, in each case, subject to the non-employee director’s continuous service through such date.
In addition, each of the foregoing RSU awards is eligible to vest in full immediately prior to a change in control, subject to the non-employee director remaining a non-employee director of the Company as of the day prior to the change in control. We also reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. The maximum annual amount of compensation (including cash and equity compensation) for each non-employee director is $750,000 for each of calendar years 2019 through 2024, or if earlier, through the last calendar year not covered by a subsequent stockholder approval of a different maximum annual amount of compensation for non-employee directors. The maximum amount covers all forms of cash, stock and other compensation (other than reimbursements for reasonable out-of-pocket expenses incurred in attending Board and committee meetings).
2023 Director Compensation Table The following table shows information regarding the compensation earned or paid during 2023 to non-employee directors who served on the Board during the year. Mr. Goldfield’s compensation is shown in the table entitled “2023 Summary Compensation Table" and the related tables under the section titled “2023 Executive Compensation" in the CD&A. Mr. Goldfield does not receive separateany compensation for his service onas a member of the Board.
| | | | | | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($) | | Stock
Awards ($)(1)(2) | | Total ($) | | Michael J. Angelakis | | 85,000 | | 215,044 | | 300,044 | | Paul Chamberlain | | 105,000 | | 215,044 | | 320,044 | | Ralph A. Clark | | 95,000 | | 215,044 | | 310,044 | | Maria Contreras-Sweet | | 90,000 | | 215,044 | | 305,044 | | David C. Hodgson | | 95,000 | | 315,020 | | 410,020 | | Jacqueline Kosecoff | | 85,000 | | 215,044 | | 300,044 | | Wayne B. Lowell | | 105,000 | | 215,044 | | 320,044 | | Myrna Soto | | 85,000 | | 215,044 | | 300,044 |
40
(1)The following table sets forth information regarding compensation earnedamounts reported in this column do not reflect the amounts actually received by or paidour non-employee directors. Instead, these amounts reflect the aggregate grant date fair market value of the equity awards granted to our non-employee directors during 2015:2023, as computed in accordance with FASB ASC 718. The grant date fair market value for the RSU awards is measured based on the closing price of TriNet’s common stock on the date of grant. The assumptions used in the calculation of these amounts are included in Note 1 - Description of Business and Significant Accounting Policies found in Part II, Item 8, "Financial Statements and Supplementary Data" in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions. (2)As of December 31, 2023, each current non-employee director (other than Mr. Hodgson) held 2,807 outstanding unvested RSUs. Mr. Hodgson held 4,112 unvested RSUs.
| | | | | | | | | | | | Name | | Fees Earned or
Paid in Cash
($) | | Stock
Awards
($)(2) | | Total
($) | | Katherine August-deWilde | | 89,000 |
| | 200,032 |
| | 289,032 |
| | Martin Babinec | | 59,000 |
| | 200,032 |
| | 259,032 |
| | H. Raymond Bingham | | 129,000 |
| | 300,015 |
| | 429,015 |
| Paul Chamberlain(1) | | 3,829 |
| | 32,346 |
| | 36,175 |
| | Kenneth Goldman | | 96,500 |
| | 200,032 |
| | 296,532 |
| | David C. Hodgson | | — |
| | 200,032 |
| | 200,032 |
| | John H. Kispert | | 79,000 |
| | 200,032 |
| | 279,032 |
| | Wayne B. Lowell | | 99,500 |
| | 200,032 |
| | 299,532 |
|
| | (1) | Mr. Chamberlain was appointed to the Board in December 2015. |
| | (2) | The amounts reported in this column do not reflect the amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of the equity awards granted to our non-employee directors during 2015, as computed in accordance with FASB ASC 718. The assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for 2015. As required by SEC rules, the amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions. |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2015.2023. As of December 31, 2023, no equity securities were authorized for issuance under equity compensation plans not approved by stockholders. EQUITY COMPENSATION PLAN INFORMATION
Equity Compensation Plan Information | | | | | | | | | | | | | | | | | | | | | | | | | Plan Category | |
Number of
Securities
To Be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights (#) | | Weighted- average Exercise Price of Outstanding Options, Warrants and Rights ($) | | Number of
Securities
Remaining
Available for
Issuance
Under Equity
Compensation
Plans (excluding securities reflected in column (a)) (#) | | | | (a) | | (b) | | (c) | | Equity compensation plans approved by stockholders | | 1,606,856(1) | | 19.47(2) | | 10,013,199(3) | | Equity compensation plans not approved by stockholders | | — | | — | | — | | Total | | 1,606,856 | | 19.47 | | 10,013,199 |
(1)Consists of (i) options to purchase 8,208 shares of common stock under our 2009 Equity Incentive Plan and (ii) the number of shares of common stock issuable pursuant to equity awards outstanding under our 2019 Plan, which consists of 1,229,202 shares of common stock underlying unvested RSU awards and 369,446 shares of common stock underlying unvested PSU awards. (2)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding RSU awards and PSU awards, each of which have no exercise price. (3)Includes, under the 2019 Plan, 4,918,125 shares of common stock reserved for future issuance, and, under the 2014 Employee Stock Purchase Plan, 5,095,074 shares of common stock reserved for future issuance. | | | | | | | | | | | | | Plan Category | | Number of
Securities
To Be Issued
Upon
Exercise of
Outstanding
Options and Stock Awards(1) | | Weighted-
average
Exercise
Price of
Outstanding
Options | | Number of
Securities
Remaining
Available for
Issuance
Under Equity
Compensation
Plans(2) | | Equity compensation plans approved by stockholders | | 5,402,836 |
| | $ | 8.96 |
| | 6,267,366 |
| | Equity compensation plans not approved by stockholders | | — |
| | — |
| | — |
| | Total | | 5,402,836 |
| | $ | 8.96 |
| | 6,267,366 |
|
| | (1) | Includes shares of common stock issuable pursuant to awards outstanding under our 2000 Equity Incentive Plan (the “2000 Plan”) and 2009 Equity Incentive Plan (the “2009 Plan”). Consists of (a) options to purchase 66,000 shares of common stock under the 2000 Plan and 4,380,149 shares of common stock under the 2009 Plan and (b) 956,687 shares of common stock subject to RSU awards under the 2009 Plan. |
| | (2) | Includes shares of common stock reserved for future issuance under the 2009 Plan and our 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The number of shares reserved for issuance under the 2009 Plan will automatically increase on January 1st each year and continuing through January 1, 2019, by the lesser of 4.5% of the total number of shares of the Company’s capital stock outstanding on December 31st of the immediately preceding calendar year, or a number of shares determined by the Board of Directors. The number of shares reserved for issuance under the 2014 ESPP will automatically increase on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2024, by the lesser of (a) 1% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, (b) 1,800,000 shares of common stock or (c) a number determined by the Board of Directors. |
TRANSACTIONS WITH RELATED PERSONS Policies and Procedures for Transactions with Related Persons We have adopted a written policy thatunder which any transaction in which the amount involved exceeds $120,000 with any of our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons, are not permitted to enter into a related person transaction with us without the prior consent of the Audit Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate familycertain affiliates of any of the foregoing persons in which the amount involved exceeds $100,000 and such person would have a direct or indirect interest,entities must be presented to theour Finance and Audit Committee for review, consideration and approval or ratification. In approving, ratifying or rejecting any such proposal, theour Finance and Audit Committee is allowed to consider the materialall available facts ofand circumstances about the transaction deemed relevant, including, but not limited to, the risks, costs and benefits to the Company, the terms of the transaction and whether the transaction is on terms no lessmore favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Certain Transactions with Related Persons This section describes transactions since January 1, 20152023 to which we were a party or will be a party, other than compensation arrangements for our directors and executive officers, in which: •the amounts involved exceeded or willare expected to exceed $120,000; and •the transaction involved any of our directors, nominees for election as a director, executive officers or holders of more than 5% of our capitalcommon stock, or any member of the immediate family of or person sharing the household with,any of the foregoing persons, or certain affiliates of any of the foregoing persons or entities, had or will have a direct or indirect material interest. All of the transactions described below were presented to the Finance and Audit Committee for review and consideration and were approved or ratified by the Finance and Audit Committee in accordance with our policy described below.above. We believe the terms of the transactions described below wereare on terms comparable to termsthose we could have obtained in arm’s length dealings with unrelated third parties. GA TriNet•Based on information in a Schedule 13D/A filed on September 15, 2023, Atairos Group, Inc., and/or its affiliates (“Atairos”), is an owner of more than 5% of the Company’s common stock, and one of our directors, Mr. Angelakis, holds an executive position with Atairos, which makes Atairos a “Related Person” of the Company under the Company’s Related Person Transaction Policy and Item 404 of Regulation S-K for our fiscal year ended December 31, 2023. Atairos became a customer of the Company in 2017. In 2023, including payments from affiliates of Atairos and certain WSE related pass-through amounts, Atairos paid the Company $1,068,330 as a customer of the Company.
•Based on information in a Schedule 13G/A filed on February 9, 2024, Cantillon Capital Management LLC and/or its affiliates (“GA”Cantillon”) is an owner of more than 5% of the Company’s common stock, which makes GACantillon a “Related Person” of the Company under the Company’s Related Person Transaction Policy and Item 404 of Regulation S-K for our fiscal year ended December 31, 2023. Cantillon became a customer of the Company in 2017. In 2023, including certain WSE related pass-through amounts, Cantillon paid the Company $885,715 as a customer of the Company. •One of our directors, Mr. Clark, is the Chief Executive Officer of one of our customers, SoundThinking, Inc. (“SoundThinking”), which makes SoundThinking a “Related Person” of the Company under the Company’s Related Person Transaction Policy and Item 404 of Regulation S-K. In 2010, GASoundThinking became a customer of the Company.Company in 2007. In 2015, GA2023, including payments from affiliates of SoundThinking that are also our customers, and certain WSE related pass-through amounts, SoundThinking paid the Company $3,893,253$4,010,420 as a customer of the Company. We have also entered into indemnity agreements with our directors and executive officers that provide, among other things, that we will indemnify such executive officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings to which he or she is or may be made a party by reason of his or her position as a director, executive officer or other agent of TriNet,the Company, and otherwise to the fullest extent permitted under Delaware law and our Bylaws.
HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other 20162024 Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other 20162024 Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are TriNetthe Company stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or TriNet.the Company. Direct your written request to TriNet Group, Inc., Attention: Executive Director, Investor Relations, 1100 San Leandro Blvd.,Samantha Wellington, Corporate Secretary, One Park Place, Suite 400, San Leandro,600, Dublin, California 9457794568 or you may reach us by telephone at 510-875-7201.888-874-6388. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
OTHER MATTERS The Board of Directors knows of no other matters that will be presented for consideration at the 20162024 Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors Brady MickelsenSamantha Wellington
Secretary
April 15, 201611, 2024 A copy of our Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 20152023 (including the financial statements and financial statements schedule) is available without charge upon written request to: Samantha Wellington, Corporate Secretary, TriNet Group, Inc., 1100 San Leandro Blvd.,One Park Place, Suite 400, San Leandro,600, Dublin, California 94577.94568.
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