DEF 14A of Trinet Group, Inc., Apr 11, 2024

DEF 14A of Trinet Group, Inc.

Filed Apr 11, 2024 · FY20230000937098-24-000080

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes, each with a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until their successor is duly elected and qualified. As of the date of filing of this Proxy Statement, our Board has ten members. Ralph A. Clark and Maria Contreras-Sweet are Class I directors whose term of office expires at the 2024 Annual Meeting. Each of the directors listed below has been recommended for reelection by our Nominating and Corporate Governance Committee and has been nominated for reelection by our Board. Pursuant to our Bylaws, if elected at the 2024 Annual Meeting, each of these nominees would serve until our 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or a director’s service may cease sooner in the event of such director's death, resignation or removal. Our nominees will be elected by a plurality of the votes of the holders of shares attending the 2024 Annual Meeting or represented by proxy and entitled to vote on the election of directors at our 2024 Annual Meeting. This means that the two nominees receiving the highest number of affirmative votes, even if less than a majority of the shares outstanding on the record date, will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. If any nominee becomes unavailable for election for any reason, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board. Each person nominated for election has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. It is our policy to invite and encourage directors and nominees for director to attend each of our annual meetings of stockholders. In 2023, eight of nine of the directors then in office attended our 2023 Annual Meeting of Stockholders. The following is a brief biography of each nominee for election at our 2024 Annual Meeting and each director whose term will continue after our 2024 Annual Meeting.

  2. Nominees for Election

    Nominees for Election

  3. Nominees for Election

    | Ralph A. Clark | | | Independent Director Age: 65 Joined the Board: 2021 Committee Memberships: •Nominating and Corporate Governance (Chair) •Compensation and Human Capital Management | Ralph Clark serves as the President and CEO of SoundThinking, Inc., (publicly company (NASDAQ SSTI)) SaaS based acoustic surveillance and precision policing solutions company. Mr. Clark joined SoundThinking in 2010 and led the company's platform expansion and sustained revenue growth resulting in SoundThinking’s successful initial public offering in 2017. Prior to joining SoundThinking, Mr. Clark was the CEO of GuardianEdge Technologies, a leading end-point data protection company that he joined in 2005 which was acquired by Symantec in 2010. Mr. Clark also served as the Vice President of Finance of Adaptec, Inc. and as the CFO of Snap Appliance which was acquired by Adaptec. Mr. Clark started his career as an IBM marketing representative with primary responsibility for large systems sales to Boeing Computer Services. Post business school, Mr. Clark spent three years in investment banking with Goldman Sachs and Merrill Lynch. Mr. Clark currently serves on the board of Glowforge, Inc. (privately held), a Seattle-based, venture backed connected laser 3-D printing company. Ralph received the 2019 EY Entrepreneur of the Year Award for Northern California and was recognized as a Most Admired CEO by the San Francisco Business Times in 2019. Community service is a priority. He is a former board member and chair emeritus of Pacific Community Ventures, former board member and chair of the Oakland Boys and Girls Club, former trustee and Vice-Chair of the Oakland Museum of California, and former trustee of the American Conservatory Theater. He also serves on the Harvard Business School Global Advisory Board. Mr. Clark graduated with a B.S. in Economics from University of the Pacific, Stockton, CA in 1981 and with an M.B.A. from Harvard Business School in 1993. The University of the Pacific honored Mr. Clark with a 2024 Distinguished Alumni Award. Mr. Clark is qualified due to his experience as President and CEO of SoundThinking, which gives him knowledge and insight into the management needs and growth strategy of a publicly traded company. |

  4. Nominees for Election

    | Maria Contreras-Sweet | | | Independent Director Age: 68 Joined the Board: 2020 Committee Memberships: •Risk (Chair) •Nominating and Corporate Governance | Maria Contreras-Sweet has been a director since November 2020. In October 2017, Ms. Contreras-Sweet became the Managing Member of both Contreras Sweet Enterprises, a marketing and research solutions company, and Rockway Equity Partners, LLC, a private-equity firm that invests in small-and medium-sized companies. From April 7, 2014 through January 20, 2017, Ms. Contreras-Sweet served as the 24th Administrator of the U.S. Small Business Administration ("SBA") and as a member of President Obama’s cabinet where she managed the world’s largest seed fund and the largest middle market fund of funds, as well as a $120 billion loan portfolio. In addition, Ms. Contreras-Sweet led a major initiative to update the U.S. SBA into the digital age and expand into broader domestic and global markets. At the time, the SBA reached historic levels in lending and contracting for small businesses. Prior, Ms. Contreras-Sweet was a founder of ProAmerica Bank where she served as Executive Chairwoman from 2006 to 2014. The bank served the small and middle market. Ms. Contreras-Sweet was Co-Founder and Managing Partner of Fortius Holdings from 2004 to 2006. Prior to that, Ms. Contreras-Sweet served as the California Cabinet Secretary of the Business, Transportation and Housing Agency, from 1999 to 2003, where she oversaw 42,000 employees with a $14 billion budget. While there, Ms. Contreras-Sweet led in the creation of the Department of Managed Healthcare, the state's HMO regulator, and reached new levels of partnering with small businesses on California’s multi-billion dollar infrastructure program. Ms. Contreras-Sweet is a director of Regional Management Corporation and Zions Bancorporation and on the nonprofit boards of the Bipartisan Policy Center, Los Angeles World Affairs Council and Town Hall of Los Angeles and is a distinguished fellow of the Larta Institute. Prior, Ms. Contreras-Sweet served on the board of directors of Blue Cross of California and as a Founding Director of The California Endowment, a healthcare philanthropy. Ms. Contreras-Sweet has been bestowed with numerous Honorary Doctorates including from Tufts University, Whittier College and California State University, Los Angeles. The Nominating and Corporate Governance Committee believes that Ms. Contreras-Sweet possesses extensive knowledge and executive experience in state and federal government, corporate, entrepreneurial and nonprofit sectors. |

  5. A VOTE IN FAVOR OF EACH NAMED NOMINEE

    A VOTE IN FAVOR OF EACH NAMED NOMINEE

  6. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

  7. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    | Paul Chamberlain | | | Independent Director Age: 60 Joined the Board: 2015 Committee Memberships: •Compensation and Human Capital Management (Chair) •Finance and Audit | Paul Chamberlain has been a member of our Board since December 2015. Mr. Chamberlain currently operates his own strategic and financial advisory firm, PEC Ventures. Prior to starting PEC Ventures in January 2015, he worked at Morgan Stanley, a multinational investment bank and financial services company, for 26 years, most recently as Managing Director and Co-Head of Global Technology Banking. Mr. Chamberlain has served on the board of directors of ServiceNow, Inc. since October 2016 and previously served on the board of directors of Veeva Systems, Inc. (December 2015 through June 2023). Mr. Chamberlain also has worked as a visiting professor at Princeton University’s Keller Center for Entrepreneurial Studies and as a visiting lecturer in its Bendheim Center of Finance. Mr. Chamberlain chairs the Strategic Advisory Committee of JobTrain, the Menlo Park, a California-based vocational and life skills training group. Mr. Chamberlain holds a B.A. in History, magna cum laude, from Princeton University in 1985 and an M.B.A. from Harvard Business School in 1989. The Nominating and Corporate Governance Committee believes that Mr. Chamberlain is qualified to serve on our Board based on his strategic and financial expertise, his public board work with other leading technology companies and his past experience as a Managing Director of Morgan Stanley. |

  8. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    | Wayne B. Lowell | | | Independent Director Age: 68 Joined the Board: 2009 Committee Memberships: •Finance and Audit (Chair) •Risk | Wayne B. Lowell has been a member of our Board since August 2009. From March 2012 until November 2017, Mr. Lowell served as Chair and CEO of Senior Whole Health Holdings, Inc., a health insurance company focused on providing health insurance coverage to senior citizens. From 1998 to 2012, Mr. Lowell served as President of Jonchra Associates, LLC, which provided strategic, operating and financial advice to senior management of private equity-funded and publicly-held entities. Earlier, Mr. Lowell worked for PacifiCare Health Systems, which was a Fortune 500 healthcare company where he held various positions of increasing authority, ultimately serving as Executive Vice President, CFO and Chief Administrative Officer. Mr. Lowell served on the board of directors of Addus Homecare Corporation, from January 2010 to June 2013. Mr. Lowell holds a B.S. in Accounting from the University of Maryland and an M.B.A. from the University of California, Irvine. Mr. Lowell is a Certified Public Accountant. The Nominating and Corporate Governance Committee believes that Mr. Lowell is qualified to serve on our Board based on his years of experience in the health care industry and his past experience as a CFO. |

  9. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    | Myrna Soto | | | Independent Director Age: 55 Joined the Board: 2021 Committee Memberships: •Finance and Audit •Risk | Myrna Soto joined the TriNet board of directors in May 2021. She is a veteran board member, cybersecurity professional, business leader, governance fellow, venture capitalist and advisor with more than 30 years of experience helping businesses large and small scale for success. Ms. Soto is a seasoned security, strategy and governance professional in the tourism, financial and technology industries. Her extensive resume of experience in cybersecurity includes her current role as an advisory board member for venture capital firm ForgePoint Capital, as well as previous positions that include Chief Strategy & Trust Officer for ForcePoint, Chief Operating Officer for Digital Hands, and strategic advisor to the CEO for Bay Dynamics, a company later sold to Broadcom. She also worked as Senior Vice President & Global Chief Information Security Officer for Comcast, among other C-suite and leadership roles in the technology industry. She currently serves on the boards for Headspace Health (private company), a global leader in mental health and well being, Michigan-based utility company Consumers Energy/CMS Energy, Spirit Airlines, Popular Inc. (which operates under the names BancoPopular and Popular Bank) and Delinea (private company) which is a cybersecurity technology provider, Vectra.ai (private company) which is a cybersecurity technology provider and Huntress (private company) which is a cybersecurity services provider. She serves as a senior investment advisor in the private equity space for TPG. Her experience also includes leadership and advisory roles with MGM Resorts International, Royal Caribbean Cruises, American Express and Norwegian Cruise Lines, among others. Ms. Soto earned an M.B.A and a M.S. from Nova Southeastern University, as well as a B.A. in Psychology from Florida International University. She also holds a master certificate in project management and information technology management from The George Washington University School of Business. The Nominating and Corporate Governance Committee believes Ms. Soto is qualified due to having over 30 years of experience in the information technology and cybersecurity fields and currently serves on multiple public company boards and has both compensation and audit committee experience. Ms. Soto is a Board of Governance Fellow for the National Association of Corporate Directors. |

  10. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

  11. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | Michael J. Angelakis | | | Independent Director Age: 59 Joined the Board: 2017 Committee Memberships: •Compensation and Human Capital Management •Nominating and Corporate Governance | Michael J. Angelakis has been a member of our Board since February 2017. Mr. Angelakis has served as the Chairman and CEO of Atairos Management, L.P. since August 2015. Mr. Angelakis also serves as a senior advisor to the Executive Management Committee of Comcast Corporation and, prior to founding Atairos, served as Comcast Corporation’s Vice Chair from March 2007 to October 2015 and CFO from March 2007 to July 2015. In his roles with Comcast, Mr. Angelakis was responsible for many strategic, financial, administrative and other areas and was recognized as one of "America's Best Chief Financial Officers" by Institutional Investor magazine six out of eight years. Prior to joining Comcast, Mr. Angelakis served as a Managing Director and a member of the Management and Investment Committee of Providence Equity Partners, one of the leading private equity firms investing in technology, media and communications companies around the world. Before joining Providence, Mr. Angelakis was CEO of State Cable TV Corporation and Aurora Telecommunications. He also served as Vice President at Manufacturers Hanover Trust Company in New York, where he oversaw one of the bank's media and communications portfolios. He also spent several years in London developing Manufacturers Hanover's acquisition finance and merchant banking activities throughout Western Europe. Mr. Angelakis currently serves on the board of directors of ExxonMobil, Clarivate Plc and Bowlero Corporation. He also serves on the board of directors for Arcis Golf Corporation and The Orogen Group (both private companies). Mr. Angelakis previously served on the board of directors of Hewlett Packard Enterprises from October 2015 to March 2020 and Duke Energy Corporation from October 2015 to August 2017, as the Chairman of the Board for the Federal Reserve Bank of Philadelphia from October 2015 to August 2017, and as a trustee of Babson College. Mr. Angelakis was elected as a director of TriNet pursuant to the terms of the Stockholder Agreement, dated as of December 21, 2016, between TriNet and AGI-T, L.P., an affiliate of Atairos Group, Inc. Mr. Angelakis holds a B.S. from Babson College and is a graduate of the O/P Management Program at Harvard Business School. The Nominating and Corporate Governance Committee believes that Mr. Angelakis is qualified to serve on the Board based on his extensive investment, financial and managerial experience and leadership gained through his senior management roles in the media and telecommunications industries, including as the CFO of a public company, as well as experience as a director of other public companies. |

  12. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | Michael Q. Simonds | | | Director President and Chief Executive Officer Age: 50 Joined the Board: 2024 Committee Memberships: •None | Mike Simonds is President and CEO of TriNet and joined the Company in February 2024. Before joining TriNet, Mr. Simonds served as Executive Vice President and Chief Operating Officer at Unum Group, a Fortune 500 provider of workplace benefits and services. In this role, Mr. Simonds was responsible for all of Unum’s active businesses, collectively serving nearly 40 million workers and their families globally. He previously served as President and CEO of Unum US, Unum Group’s largest business unit, as well as other management positions at Unum. During this time, Mr. Simonds helped to lead the company's investments in a differentiated customer experience through HCM partnerships and expansion in voluntary benefits, dental, vision, and absence management solutions. Prior to Unum, Mr. Simonds served a range of financial institutions as a consultant at McKinsey & Company and has served on a number of non-profit boards focused on issues of health, education, and financial stability. He holds a B.A. from Bowdoin College in Economics and Anthropology and an M.B.A. from Harvard Business School. |

  13. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | David C. Hodgson | | | Chairman of the Board Age: 67 Joined the Board: 2005 Committee Memberships: •Nominating and Corporate Governance | David C. Hodgson has been a member of our Board since June 2005 and has served as the Chair of our Board since May 2018. Mr. Hodgson is Vice Chairman and a Managing Director of General Atlantic, a global growth private equity firm. Mr. Hodgson joined General Atlantic in 1982, helped found their partnership, and has over 40 years of experience identifying and assisting portfolio companies worldwide in all areas of their development. Mr. Hodgson is former Chair and current member of the Board of Trustees of Johns Hopkins Medicine. Mr. Hodgson serves on the board of directors of Johns Hopkins HealthCare and Johns Hopkins Medicine International. Mr. Hodgson is Chair of the Manhattan Theatre Club, serves on the President's Leadership Council of the Dartmouth College Board of Trustees, is a member of the Advisory Council at Stanford Graduate School of Business and is a member of the Partnership Committee of GASC MGP, LLC. Mr. Hodgson is Chairman Emeritus of the board of Echoing Green and is Trustee Emeritus of Johns Hopkins University. He is a director of Royalty Pharma (public company), Alignment Healthcare (public company) and Howden Group (UK- private company). Previously, Mr. Hodgson served on the board of directors of DHI Group, Inc. from August 2005 to May 2014. Mr. Hodgson holds an B.A. in Mathematics and Social Sciences from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business. The Nominating and Corporate Governance Committee believes that Mr. Hodgson is qualified to serve on our Board based on his experience as a member of the board of directors of a number of public and private companies and his experience assisting companies in their development as a Managing Director of General Atlantic. |

  14. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | Jacqueline Kosecoff | | | Independent Director Age: 74 Joined the Board: 2020 Committee Memberships: •Compensation and Human Capital Management •Risk •Finance and Audit | Jacqueline Kosecoff has been a member of our Board since January 2020. Since March 2012, Dr. Kosecoff has been a Managing Partner of Moriah Partners, where she works to identify, select, mentor and manage health services and IT companies, and a senior advisor of Warburg Pincus, a private equity investing firm. From 2005 to 2012, Dr. Kosecoff was a senior executive inside UnitedHealth Group-PacifiCare. Dr. Kosecoff joined UnitedHealth Group as part of its acquisition of PacifiCare Health Systems in 2005 and took responsibility for, among other areas, the PBM business and consumer health products. Dr. Kosecoff served as CEO of Prescription Solutions (now known as OptumRx) from 2006 to 2011. From 2002 to 2005, at PacifiCare Health Systems, Dr. Kosecoff served as Executive Vice President with responsibility for various business segments including pharmacy, dental, vision, behavioral and women’s health. From 1998 to 2002, Dr. Kosecoff was founder, President and Chief Operating Officer of Protocare, a firm whose lines of business included the clinical development of drugs, devices, biopharmaceutical and nutritional products, and health services consulting. Dr. Kosecoff served as Professor of Medicine and Public Health at the University of California, Los Angeles from 1975 to 2006. Dr. Kosecoff has also served on the board of directors of Houlihan Lokey since June 2016, Alignment Healthcare since March 2017 (the company went public in 2021) and STERIS Corporation since October 2003. Dr. Kosecoff holds a B.A. from the University of California, Los Angeles, an M.S. in Applied Mathematics from Brown University, and a doctorate from University of California, Los Angeles. The Nominating and Corporate Governance Committee believes that Dr. Kosecoff is qualified to serve on our Board based on her extensive healthcare industry experience, leadership gained through her senior management roles in a variety of healthcare companies, and her service on the board of directors of other public companies. |

  15. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  16. Executive Compensation Policies and Practices

    | | What We Do | | What We Don’t Do | | ☑ | 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. | ☒ | We Do Not Guarantee Salary Increases or Bonuses. Our Senior Executive Management is not guaranteed salary increases or bonuses for any year. | | ☑ | We Engage an Independent Advisor. The CHCM Committee engages an independent compensation consultant to provide analysis, advice and guidance on executive compensation matters. | ☒ | 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. | | ☑ | We Have Independent Committees. Each of our Board committees is comprised solely of independent directors. | ☒ | 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. | | ☑ | 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. | ☒ | 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. | | ☑ | 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. | ☒ | We Do Not Offer Supplemental Executive Retirement. Our Senior Executive Management is not entitled to supplemental executive retirement benefits. | | ☑ | 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. | ☒ | 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. |

  17. Oversight and Design of our Compensation Program

    Oversight and Design of our Compensation Program Role of CHCM Committee The CHCM Committee oversees our Senior Executive Management compensation and benefit policies, administers our equity compensation plans, and annually reviews and approves the compensation decisions affecting 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 compensation analysis provided by Meridian, including relevant competitive market data; •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 Senior Executive Management team member against their management objectives; •performance levels, including consistent exceptional performance; •retention risk; •the expected future contribution of the individual Senior Executive Management team member; •internal pay equity based on the impact on our business and performance; •the Senior Executive Management team member’s existing equity awards and stock holdings; and •the potential dilutive effect of new equity awards on our stockholders. The CHCM Committee considered these factors when making decisions with respect to individual elements of pay and with respect to total compensation opportunities. The CHCM 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 CHCM Committee consider these factors in light of their individual experience, knowledge of the competitive market, knowledge of our Senior Executive Management and business judgment in making decisions regarding executive compensation and our Senior Executive Management compensation program. Role of Management Our CEO works closely with the CHCM Committee to determine the compensation of our Senior Executive Management (other than his own). Our CEO reviews the performance of the other Senior Executive Management and shares those evaluations with the CHCM Committee and Meridian, and then makes recommendations for each element of compensation. Our CEO also works with our CFO, CLO and Chief People Officer to recommend the structure of our long-term incentive programs, to identify and develop corporate and individual performance objectives for such plans and to evaluate actual performance against the selected objectives. Our CEO also makes recommendations on new hire compensation packages for potential new executives from time to time. The CHCM Committee solicits and considers our CEO’s recommendations and uses these recommendations as one of several factors in making its decisions with respect to the compensation of our Senior Executive Management. In all cases, the final decision on NEO compensation is made by the CHCM Committee. Moreover, no NEO or other employee participates in the determination of the amounts or elements of such individual’s own compensation. At the request of the CHCM Committee, our CEO typically attends a portion of each CHCM Committee meeting, including meetings at which Meridian is present. Role of the Compensation Consultant The 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 CHCM Committee makes all determinations regarding the engagement, fees and services of these external advisors, and any such external advisor reports directly to the CHCM Committee. The CHCM Committee may replace any of its advisors or hire additional advisors at any time. In August 2021, the CHCM Committee first engaged Meridian as its compensation consultant to assist it in connection with its reviews, analyses and determinations with respect to the compensation of our Senior Executive Management. The CHCM Committee reviews Meridian's engagement annually. The nature and scope of the services provided to the CHCM Committee by Meridian 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 to support and reinforce 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; •provided competitive market data and analysis relating to the compensation of our senior personnel, including our NEOs; •evaluated the competitiveness of our executive and non-employee director compensation programs; •assists the CHCM Committee in its risk assessment of the Company's executive 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 legal advisors. Representatives of Meridian attend meetings of the CHCM Committee, as requested, and communicate with the CHCM Committee Chair and with management as circumstances warrant. All Senior Executive Management compensation decisions, however, are made by the CHCM 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.

  18. Use of Competitive Market Data

    Use of Competitive Market Data The CHCM Committee, assisted by Meridian, has developed a compensation peer group which 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. The CHCM Committee approved the following group of peer companies in 2022 to aid in the evaluation of our 2023 Senior Executive Management compensation program. At the time the peer group was approved, the selected companies had revenues ranging from approximately $1.8 billion to approximately $5.7 billion with an overall median of $4.8 billion. The new peer group also had market capitalization ranging from approximately $1.0 billion to approximately $59.7 billion with an overall median of $5.6 billion.

  19. Use of Competitive Market Data

    | Peer Group | | | | American Equity Investment | FTI Consulting | Paychex | | Broadridge Financial Solutions | Gartner | Primerica | | Cadence Design Systems | Genpact | SS&C Technologies | | CNO Financial Group | Insperity | Synopsys | | Conduent | Maximus | Teradata |

  20. Use of Competitive Market Data

    As part of the annual review of the 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 business focus and Citrix Systems due to its acquisition and resulting cessation as a public company. The 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 CHCM 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 compensation elements and of our overall compensation packages. As noted under the heading "Oversight and Design of our Compensation Program" above, the CHCM Committee's review of peer group data is only one of several factors that the CHCM Committee considers in making its decisions with respect to the compensation of our Senior 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 Company's performance, individual achievement and expected achievement, and retention risk.

  21. Compensation Elements

    | Compensation Element | | Purpose | Key Features | | Base Salary | | Provide a competitive level of fixed compensation based on the market value of the position. 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 position. | | Annual Cash Incentives | | Motivate achievement of pre-established short-term Company and individual performance objectives. | Actual payment is at-risk and varies based on the achievement of pre-established, short-term Company and individual performance objectives. | | 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 our common stock. | Granted annually, these awards vest over four years 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 varies based on the achievement of long-term strategic Company performance objectives. |

  22. Compensation Elements

    In addition to the compensation elements outlined above, our Senior Executive Management participates in Company-wide employee benefit plans on terms and conditions that are generally consistent with those applicable to our non-executive U.S. employees. 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.

  23. Compensation Mix

    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.

  24. 2023 Compensation Mix at Target

    | Base Salary | | Long-Term Performance-based Equity | | Annual Cash Incentive | | Long-Term Time-based Equity |

  25. 2023 Compensation Mix at Target

    •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.

  26. Alignment of Pay and Performance in 2023

    * 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 the annual 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.

  27. 2023 Executive Bonus Plan Performance

    2023 Executive Bonus Plan Performance Professional Service Revenues and Adjusted EBITDA are the company-wide financial measures that we use to measure 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.

  28. 2023 Executive Bonus Plan Performance

    2023 Executive Bonus Plan Performance

  29. 2023 Performance-based Restricted Stock Unit Award 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.

  30. 2023 PSU Performance

    2023 PSU Performance

  31. 2023 Performance-based Compensation Summary

    | 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% |

  32. 2023 Performance-based Compensation Summary

    (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.

  33. 2023 Executive Compensation

    (1)Amount reflects annualized base salary effective as of April 1, 2023. We seek to pay market-competitive base salaries to attract and retain a stable executive team and ensure that our executives receive a fixed base level of compensation. Base salaries are initially set through arm’s-length negotiation at the time of hiring, taking into account level of responsibility, qualifications, experience, salary expectations and competitive market information. Base salaries for our NEOs are then reviewed and set annually by the CHCM Committee based on similar factors including pay equity 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:

  34. 2023 Executive Compensation

    | 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 |

  35. 2023 Executive Compensation

    (1)Bonuses were paid as a percentage of the base salary levels in effect as of April 1, 2023. We use annual cash incentives to motivate our executives to achieve our short-term financial and operational objectives and individual performance goals, while making progress towards our longer-term growth and strategic goals. All NEOs are eligible to receive an annual cash incentive 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 levels 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 year 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. As described in more detail below, the cash incentive award payouts for 2023 were based on our actual achievement against these financial objectives and MBOs. The financial performance objectives under our 2023 Executive Bonus Plan were Professional Service Revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Professional Service Revenues is defined as fees charged to clients for processing payroll-related transactions on behalf of our clients, access to our HR expertise, employment and benefit law compliance services, other HR-related and tax credit filing services and fees charged to access our cloud-based HRIS services. Adjusted EBITDA is a non-GAAP financial measurement defined as: net income, excluding the effects of income tax provision, interest expense, bank fees and other, depreciation, amortization of intangible assets, 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. 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 fiscal year ended December 31, 2023. For 2023, the target performance levels for these measures were as follows:

  36. 2023 Executive Compensation

    No bonus was payable to our executives with respect to the financial performance measures under our 2023 Executive Bonus Plan if we achieved Adjusted EBITDA of less than $433 million. We call this condition the "Adjusted EBITDA Gate." In addition to the above financial performance objectives, management objectives, or MBOs for each of our NEOs were established as part of our 2023 Executive Bonus 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 our NEOs also may be assigned individual goals. However, even if financial objectives or MBO objectives, or both, are met, the CHCM Committee may determine to reduce or not pay cash incentive awards through its exercise of negative discretion depending on overall Company performance or individual performance. The CHCM Committee established the 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 2023 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 executives' bonus targets and weightings in this manner supports achievement of our key financial and strategic business objectives. Payouts under our 2023 Executive Bonus 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 threshold, target and maximum performance levels (and the associated potential award) under our 2023 Executive Bonus Plan based on achievement of the company-wide financial metrics:

  37. 2023 Executive Compensation

    Potential awards are realized only if the threshold level of performance is achieved, and payments are interpolated between the respective threshold, target and maximum levels. Achievement of MBOs may impact funding of bonuses up to a maximum of 150% (each component is scaled) and equal to or less than the maximum award value in aggregate. Achievement and Actual Awards under Our 2023 Executive Bonus Plan In March 2024, the CHCM Committee determined that our actual achievement with respect to the financial objectives under our 2023 Executive Bonus Plan (described above) was as follows:

  38. 2023 Executive Compensation

    2023 Long-Term Equity Incentive Awards The CHCM Committee believes that equity compensation is integral to aligning the long-term interests of our Senior Executive Management with those of our stockholders. The CHCM Committee believes that by owning shares of our common stock, our Senior Executive Management has an incentive to act to maximize long-term stockholder value. This 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 awards. 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 common 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 incentivize and reward Senior Executive Management for enhancing the long-term value of our common stock. During the first quarter of each year, the CHCM Committee evaluates, and may consider adjusting, the type and design of the equity awards, including establishing new financial performance criteria for the performance-based equity awards, to properly incentivize our Senior Executive Management, including our NEOs, to achieve key business objectives and create 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 2023, the Equity Award Committee (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:

  39. 2023 Executive Compensation

    | 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 |

  40. 2023 Executive Compensation

    (1)Calculated based on the closing price of TriNet's common stock on the date of grant. 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 shares 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 the 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 Company'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 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 shown in the 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.

  41. 2023 Executive Compensation

    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 CHCM Committee also considered the existing equity holdings of each 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 existing equity holdings to satisfy our retention objectives. The CHCM Committee also considered the dilutive effect of our long-term equity incentive award practices and the overall impact of our mix of executive equity awards, as well as awards to other employees, on executive incentives and the market value of our common stock. Shares Earned under our 2023 PSU Awards The following 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:

  42. 2023 Executive Compensation

    Based on such achievement, the following table sets forth the number of shares of our common stock and value as of December 31, 2023 earned by our eligible NEOs under our 2023 PSU awards, subject to the time-based vesting condition for the awards.

  43. 2024 Executive Compensation Decisions

    2024 Executive Compensation Decisions As approved by the CHCM Committee in consultation with Meridian, the structure of the executive 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.

  44. Employment Agreements

    Employment Agreements We have executed written employment agreements with each of 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. Each of these employment agreements provides for “at will” employment and sets forth the initial compensation arrangements for the NEO, including an initial base salary, an annual cash incentive compensation opportunity, and a recommendation for an initial equity award.

  45. Severance/Change in Control Benefits

    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 severance and change in control benefits our NEOs are eligible to receive, see the section titled “Potential Payments Upon Termination or Change in Control” below.

  46. Other Compensation Policies

    Other Compensation Policies Stock Ownership Policy To further align the interests of our executives and the members of our Board with those of our stockholders, our Board has adopted equity 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, the 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 Our Board has maintained a compensation recovery or “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 event of their misconduct contributing to a restatement of the Company's financial reports. In 2023, the Company amended and restated its clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act such that in the event of a financial restatement, the Company is required to seek recoupment of certain cash and performance-based equity incentive compensation received by our current or former officers on or after October 2, 2023, to the extent it is determined to have been erroneously paid (the "Clawback Policy"). Equity Grant Policy Generally, we follow a regular pattern of granting annual or periodic “refresh” equity awards to 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 equity awards may change from year to year. 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 the authority under the policy to approve awards to his direct reports other than below the position level of 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 closing price of TriNet'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 a policy that prohibits our employees (including our 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 whether such individual is in possession of material nonpublic information or whether the trading window is open.

  47. 2023 Summary Compensation Table

    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:

  48. 2023 Summary Compensation Table

    | 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 |

  49. 2023 Summary Compensation Table

    (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 Officer in 2021. (5)This amount represents company 401(k) plan matching contributions.

  50. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information with regard to potential cash bonuses payable to our NEOs in 2023 under our performance-based, non-equity incentive plan and with regard to equity awards granted to each NEO under our equity incentive plan during 2023.

  51. 2023 Grants of Plan-Based Awards Table

    | 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 |

  52. 2023 Grants of Plan-Based Awards Table

    (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.

  53. Outstanding Equity Awards as of December 31, 2023 Table

    Outstanding Equity Awards as of December 31, 2023 Table The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  54. Outstanding Equity Awards as of December 31, 2023 Table

    | | | | 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 | | | | | | Burton M. Goldfield | NQSO | 2/11/2014 | 2,783(1)(2) | — | 10.98 | 2/11/2024 | — | — | — | — | | | RSUs | 2/28/2020 | — | — | — | — | 3,843(4) | 457,048 | — | — | | | RSUs | 3/15/2021 | — | — | — | — | 11,204(4) | 1,332,492 | — | — | | | RSUs | 3/23/2022 | — | — | — | — | 20,138(4) | 2,395,012 | — | — | | | PSUs | 3/23/2022 | — | — | — | — | 22,375(5) | 2,661,059 | — | — | | | RSUs | 3/15/2023 | — | — | — | — | 36,933(4) | 4,392,442 | — | — | | | PSUs | 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 | — | — |

  55. Outstanding Equity Awards as of December 31, 2023 Table

    | | | | 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 | — | — |

  56. Outstanding Equity Awards as of December 31, 2023 Table

    (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.

  57. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table shows for 2023 certain information regarding option exercises and stock awards vesting during 2023 with respect to our NEOs:

  58. 2023 Option Exercises and Stock Vested Table

    | | 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 |

  59. 2023 Option Exercises and Stock Vested Table

    (1)Represents the 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.

  60. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our NEOs are eligible to receive severance and other 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 Company (for Mr. Goldfield) or the TriNet Group, Inc. Amended and Restated Executive Severance Benefit Plan ("Severance Plan") (for the other NEOs). A summary of the terms and conditions of the NEOs' severance benefits under the applicable employment agreement or Severance Plan are set forth below (except as otherwise noted with respect to performance-based equity award agreements, which are applicable to all NEOs). Change in Control Termination If we terminate the 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 favor: •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 their execution of an effective release of claims in our favor: •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); •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. Accelerated vesting of the portion of the executive’s unvested time-based equity awards that would have vested during the 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 as if employment had continued through such date. The amounts in the table below assume that the NEO terminated employment from the Company as of December 31, 2023 and the table sets forth the estimated payments and benefits that each would have received under the Severance Plan.

  61. Potential Payments Upon Termination or Change in Control

    | 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 |

  62. Potential Payments Upon Termination or Change in Control

    | 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 |

  63. Potential Payments Upon Termination or Change in Control

    (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 agreement 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.

  64. 2023 Pay Ratio Disclosure

    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”

  65. Pay Versus Performance Disclosure

    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."

  66. Pay Versus Performance Disclosure

    | 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 |

  67. Pay Versus Performance Disclosure

    (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 our 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 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.

  68. Pay Versus Performance Disclosure

    | 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 |

  69. Pay Versus Performance Disclosure

    | 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 |

  70. Pay Versus Performance Disclosure

    (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).

  71. Pay Versus Performance Disclosure

    | 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 |

  72. Pay Versus Performance Disclosure

    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. (3)The Total Shareholder Return (TSR) is calculated on a cumulative basis by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Peer Group Shareholder Return represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is stated below and is consistent with the peer group used for purposes of Item 201(e) of Regulation S-K as reported in our Form 10-K for the fiscal year ended December 31, 2023. (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.

  73. Pay Versus Performance Disclosure

    | Most Important Performance Measures | | Adjusted EBITDA | | Professional Services Revenue | | Professional Services Revenue Growth Rate | | GAAP EPS |

  74. Pay Versus Performance Disclosure

    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.

  75. Non-Employee Director Compensation

    Non-Employee Director Compensation Non-Employee Director Compensation Policy Our non-employee director compensation policy provides that each non-employee director will receive the following cash compensation for board services:

  76. Non-Employee Director Compensation

    | | 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 |

  77. Non-Employee Director Compensation

    In addition, on the date of our first Board meeting each calendar year, each of our non-employee directors is granted an RSU award with a grant date fair value of $215,000 (or $315,000, in the case of the Board Chair) to be settled in shares of our common stock. Each annual RSU award vests in full on 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's continuous service through such date. Each new non-employee director is granted an RSU award with a grant date value of $215,000 (or $315,000, in the case of a new non-employee director to serve as Board Chair) 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 annual 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 annual 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).

  78. 2023 Director Compensation Table

    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 any compensation for his service as a member of the Board.

  79. 2023 Director Compensation Table

    | 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 |

  80. 2023 Director Compensation Table

    (1)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 market value of the equity awards granted to our non-employee directors during 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.