TRINET GROUP, INC., DEF 14A filed on 4/10/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TRINET GROUP, INC.
Entity Central Index Key 0000937098
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary
Compensation Table ("SCT") Total For:
Compensation
Actually Paid
("CAP") To:
Average SCT for Non-CEO Named Executive Officers(1)
($)
Average CAP to
Non-CEO Named Executive Officers(2)
 ($)
Value of Initial Fixed $100 Investment Based On Total Shareholder Return:
Year
 CEO - Simonds(1)
($)
 CEO - Goldfield(1)
 ($)
CEO - Simonds(2)
 ($)
CEO - Goldfield)(2)
 ($)
TriNet Group, Inc.(3)
($)
Peer Group(3) ($)
Net Income ($, in millions)
Adjusted EBITDA(4)
($, in
millions)
202418,321,987 358,726 10,417,483 (3,155,264)3,278,691 400,162 161 210 173 485 
2023— 9,816,270 — 20,456,413 3,246,395 6,471,887 210 188 375 697 
2022— 9,083,348 — 2,897,101 3,618,009 2,459,839 120 147 355 688 
2021— 8,657,624 — 15,593,113 2,520,222 4,098,764 168 192 338 565 
2020— 9,364,617 — 18,731,976 2,910,778 3,666,859 142 122 272 468 
        
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote The dollar amounts reported are the total compensation reported for each individual in the “Total” column of the Summary Compensation Table (the “SCT”).
Year
CEO
Non-CEO Named Executive Officers
2024
Michael Q. Simonds,
Burton M. Goldfield
Jeffery Hayward, Anthony Shea Treadway, Kelly Tuminelli, Jay Venkat, Alex Warren, Samantha Wellington
2023
Burton M. Goldfield
Kelly Tuminelli, Jay Venkat, Alex Warren, Samantha Wellington
2022
Burton M. Goldfield
Kelly Tuminelli, Jay Venkat, Alex Warren, Samantha Wellington
2021
Burton M. Goldfield
Edward Griese, Olivier Kohler, Kelly Tuminelli, Samantha Wellington
2020
Burton M. Goldfield
Richard Beckert, Barrett Boston, Edward Griese, Olivier Kohler, Michael P. Murphy, Kelly Tuminelli, Samantha Wellington
        
Peer Group Issuers, Footnote The Peer Group Index used in the chart above consists of the following companies:
Automatic Data Processing, Inc.
Barrett Business Services, Inc.
Insperity, Inc.
Intuit, Inc.
Paychex, Inc.
        
Adjustment To PEO Compensation, Footnote The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”) to our CEOs and to our other NEOs as a group (excluding our CEOs), 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.
CEO - Simonds
Year
Summary
Compensation
Table Total
($)
Reported Value
of Equity Awards(ii)
($)
Equity Awards Adjustments(iii)
($)
Compensation
Actually Paid
($)
2024(i)
18,321,987 (13,600,231)5,695,727 10,417,483 
CEO - Goldfield
Year
Summary
Compensation
Table Total
($)
Reported Value
of Equity Awards(ii)
($)
Equity Awards Adjustments(iii)
($)
Compensation
Actually Paid
($)
2024358,726 — (3,513,990)(3,155,264)
20239,816,270 (7,000,070)17,640,213 20,456,413 
20229,083,348 (6,625,148)438,901 2,897,101 
20218,657,624 (6,000,024)12,935,513 15,593,113 
20209,364,617 (6,500,088)15,867,447 18,731,976 
Mr. Simonds was appointed as the CEO effective February 16, 2024. The amount reported on this table represents the amount of “compensation actually paid” (“CAP”) in 2024. 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.
Equity Component of CAP:
CEO - Simonds
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)
2024(1)
4,539,862 1,155,865 — — — 5,695,727 
(1) Mr. Simonds joined the Company in February 2024. The amounts reported represent (i) fair value of outstanding equity granted in 2024 and (ii) fair value of Mr. Simonds new hire RSU award granted in March 2024 and fully vested on December 31, 2024.
CEO - Goldfield
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)
2024(1)
— — (1,738,204)(1,775,786)— (3,513,990)
20239,798,405 886,725 2,943,043 4,012,040 — 17,640,213 
20225,006,217 541,916 (2,121,477)(2,987,755)— 438,901 
20219,605,161 623,366 1,522,676 1,184,310 — 12,935,513 
202013,139,170 728,780 837,755 1,161,742 — 15,867,447 
(1)Pursuant to Mr. Goldfield's transition agreement, all of his unvested equity remained outstanding and he continued to be eligible to vest in his equity awards during the term of his consulting agreement with the Company through March 31, 2025.
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)
2024738,989 146,979 (270,205)(387,578)(939,924)(711,739)
20232,739,315 221,656 1,100,484 1,101,607 — 5,163,062 
20222,009,609 117,573 (491,225)(418,994)— 1,216,963 
20212,138,063 119,467 492,451 349,414 (58,294)3,041,101 
20202,273,277 143,820 207,938 104,753 (302,233)2,427,555 
As reflected in the tables 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 on unvested shares during the periods reported.
        
Non-PEO NEO Average Total Compensation Amount $ 3,278,691 $ 3,246,395 $ 3,618,009 $ 2,520,222 $ 2,910,778
Non-PEO NEO Average Compensation Actually Paid Amount $ 400,162 6,471,887 2,459,839 4,098,764 3,666,859
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”) to our CEOs and to our other NEOs as a group (excluding our CEOs), 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.
Average Non-CEO NEOs
Year
Summary
Compensation
Table Total
($)
Reported Value
of Equity Awards(ii)
($)
Equity Awards Adjustments(iii)
($)
Compensation
Actually Paid
($)
20243,278,691 (2,166,790)(711,739)400,162 
20233,246,395 (1,937,570)5,163,062 6,471,887 
20223,618,009 (2,375,133)1,216,963 2,459,839 
20212,520,222(1,462,559)3,041,101 4,098,764 
20202,910,778(1,671,474)2,427,555 3,666,859 
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).
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)
2024738,989 146,979 (270,205)(387,578)(939,924)(711,739)
20232,739,315 221,656 1,100,484 1,101,607 — 5,163,062 
20222,009,609 117,573 (491,225)(418,994)— 1,216,963 
20212,138,063 119,467 492,451 349,414 (58,294)3,041,101 
20202,273,277 143,820 207,938 104,753 (302,233)2,427,555 
As reflected in the tables 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 on unvested shares during the periods reported.
        
Compensation Actually Paid vs. Total Shareholder Return
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 five-year period(1). This is due primarily to the Company's significant use of long-term equity incentives, which we believe creates alignment with our shareholders' interests. Given the significant emphasis we place on equity compensation for our NEOs, changes in CAP for our NEOs is significantly influenced by our stock price on the grant date and over the duration of the relevant years, reflecting general alignment of pay and performance over the periods shown.
8631
        
Compensation Actually Paid vs. Net Income
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 five-year period. While the Company does not use year-over-year changes in net income to determine compensation levels or incentive plan payouts, the measure of net income is correlated with the measure of Adjusted EBITDA, which the Company uses when setting goals for the Company's 2024 Executive Bonus Plan. As shown in the chart below, compensation actually paid and net income are generally aligned for the years indicated.
9233
        
Compensation Actually Paid vs. Company Selected Measure
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 five-year reported period. As explained in the CD&A, Adjusted EBITDA, our Company-Selected Measure, is a financial performance objective in our 2024 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, CAP generally aligns with Adjusted EBITDA, and is significantly impacted by stock price, as described above.
10298
        
Total Shareholder Return Vs Peer Group
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, 2024(2).
7138
(1)    TSR reflected in this table is calculated as described in footnote 3 to the Equity Component of CAP table above.
(2)    The Peer Group Index used in the chart above consists of the following companies:
Automatic Data Processing, Inc.
Barrett Business Services, Inc.
Insperity, Inc.
Intuit, Inc.
Paychex, Inc.
        
Tabular List, Table
Most Important Performance Measures
Adjusted EBITDA
Professional Service Revenue
Professional Service Revenue Growth Rate
GAAP EPS
        
Total Shareholder Return Amount $ 161 210 120 168 142
Peer Group Total Shareholder Return Amount 210 188 147 192 122
Net Income (Loss) $ 173,000,000 $ 375,000,000 $ 355,000,000 $ 338,000,000 $ 272,000,000
Company Selected Measure Amount 485,000,000 697,000,000 688,000,000 565,000,000 468,000,000
Additional 402(v) Disclosure 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, 2024.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP measure that adjusts net (loss) income to exclude the effects of income tax provisions, interest expense, bank fees and other, depreciation, amortization of intangible assets, stock based compensation expense, amortization of cloud computing arrangements, transaction and integration costs, and restructuring 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, 2024.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Professional Service Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Professional Service Revenue Growth Rate        
Measure:: 4          
Pay vs Performance Disclosure          
Name GAAP EPS        
Simonds [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 18,321,987        
PEO Actually Paid Compensation Amount $ 10,417,483        
PEO Name Michael Q. Simonds        
Goldfield [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 358,726 $ 9,816,270 $ 9,083,348 $ 8,657,624 $ 9,364,617
PEO Actually Paid Compensation Amount $ (3,155,264) 20,456,413 2,897,101 15,593,113 18,731,976
PEO Name Burton M. Goldfield        
PEO | Simonds [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (13,600,231)        
PEO | Simonds [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,695,727        
PEO | Simonds [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,539,862        
PEO | Simonds [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Simonds [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,155,865        
PEO | Simonds [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Simonds [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Goldfield [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (7,000,070) (6,625,148) (6,000,024) (6,500,088)
PEO | Goldfield [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,513,990) 17,640,213 438,901 12,935,513 15,867,447
PEO | Goldfield [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 9,798,405 5,006,217 9,605,161 13,139,170
PEO | Goldfield [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,738,204) 2,943,043 (2,121,477) 1,522,676 837,755
PEO | Goldfield [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 886,725 541,916 623,366 728,780
PEO | Goldfield [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,775,786) 4,012,040 (2,987,755) 1,184,310 1,161,742
PEO | Goldfield [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,166,790) (1,937,570) (2,375,133) (1,462,559) (1,671,474)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (711,739) 5,163,062 1,216,963 3,041,101 2,427,555
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 738,989 2,739,315 2,009,609 2,138,063 2,273,277
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (270,205) 1,100,484 (491,225) 492,451 207,938
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 146,979 221,656 117,573 119,467 143,820
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (387,578) 1,101,607 (418,994) 349,414 104,753
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (939,924) $ 0 $ 0 $ (58,294) $ (302,233)
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true