tnet-20240411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

____________________________________________________________________________

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:



¨						Preliminary Proxy Statement

¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý						Definitive Proxy Statement

¨						Definitive Additional Materials

¨						Soliciting Material Pursuant to § 240.14a-12

TriNet Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Stockholders,

Welcome to the TriNet 2024 Annual Meeting. With this being my first as TriNet’s President and CEO, I would like to extend both congratulations and gratitude to my predecessor, Burton M. Goldfield, on his remarkable tenure. On behalf of TriNet’s customers, colleagues, partners, and stockholders, thank you for the work you have done building this enduring Company. I also want to express my thanks to our incredible colleagues. Because of our team and their stellar work over 2023, I have the privilege of joining a company that is executing extremely well, especially within the areas of our control, including our go-to-market efforts, customer service, and overall financial results, including our capital return to our stockholders.

At TriNet, one of our core values is to “lead with the customer,” and our 2023 business performance underscores our commitment to this and reflects our on-going efforts to power the success of small and medium-size businesses (SMBs) across the US. Customer service is an area squarely within our control. In 2023 TriNet continued its multi-year trend of Net Promoter Score (NPS) improvements, reaching nearly all-time highs, and reflecting the delivery of incredible service to our customers. These NPS improvements correlate to tangible business outcomes as more of our customers stayed with us longer; in 2023 TriNet had its second highest customer retention rate ever. We also made significant improvements in new sales, as our value proposition resonated with even more SMBs across the country and helped drive strong financial results for our stockholders.

Our team also made significant progress towards our aspiration to be the technology leader within our industry by accelerating our multi-year digital transformation. During 2023, we moved 100% to the cloud, driving improved performance, efficiency, and security. In an industry with significant legacy technology debt and many providers reliant on third-party core platforms, TriNet increasingly stands out with the expertise of our colleagues complemented by the power of our proprietary technology.

Perhaps the thing that has been most evident to me in my time here at TriNet is the focus we have to Stand Together as we pursue incredible outcomes for all our stakeholders. We work hard, supporting, challenging, collaborating with each other in pursuit of our purpose. Our strong focus on doing good work together was also evident to Newsweek, which recently recognized our Company as #1 in their global Excellence 1000 index. The index recognizes businesses that have demonstrated best practices in financial responsibility, stakeholder, and social responsibility ratings.

TriNet’s path forward includes you, and while I am new to this incredible organization, I am very pleased to be on this journey with you. Please take the time to read our Proxy Statement for the 2024 Annual Meeting of Stockholders as well as our 2023 Annual Report and Environmental, Social and Governance Report. I hope you are as excited about our progress as I am. Thank you for your interest, time, and your trust in us as we keep our valued customers at the center of all we do—every day.

Sincerely,

Michael Q. Simonds, Chief Executive Officer

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 23, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of TRINET GROUP, INC., a Delaware corporation, which will be held virtually on Thursday, May 23, 2024, at 9:00 a.m. Pacific Time (the "2024 Annual Meeting").

We are holding the 2024 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

DATE AND TIME:

VIRTUAL MEETING ACCESS:

RECORD DATE:

Thursday, May 23, 2024

9:00 a.m. Pacific Time

www.virtualshareholdermeeting.com/TNET2024

March 28, 2024

MATTERS YOU ARE VOTING ON

Proposal

Number

Proposal Description

Board's Recommendation

Page Reference

The election of Ralph A. Clark and Maria Contreras-Sweet as Class I directors.

FOR

Approval, on an advisory basis, of the compensation of our Named Executive Officers.

FOR

Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

FOR

HOW TO VOTE

YOUR VOTE IS IMPORTANT. Please vote using one of the following methods if you are a stockholder of record:

BY MAIL

BY PHONE

BY INTERNET

VOTE LIVE

BY SCANNING

Mark, sign and date your proxy card

and send by free post

In the U.S. or Canada dial toll free 24/7

1-800-690-6903

Visit 24/7 www.proxyvote.com

Vote live at the 2024 Annual Meeting

Scan your unique QR code on your

proxy card

24/7 to vote with your mobile device

This year's annual meeting will be a completely virtual meeting of stockholders. You can attend the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2024, where you will be able to listen to the meeting live, submit questions, and vote online during the meeting, just as you could at an in-person meeting. We believe that a virtual meeting enables expanded access and increased stockholder attendance and participation.

The record date for the 2024 Annual Meeting is March 28, 2024. Only stockholders of record at the close of business on that date may vote at our 2024 Annual Meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 11, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented, even if you do not attend the 2024 Annual Meeting. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the 2024 Annual Meeting and to vote your shares at the 2024 Annual Meeting.

We appreciate your continued support of TriNet.

By Order of the Board of Directors,

Samantha Wellington

Secretary

April 11, 2024



			You are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you or vote over the telephone or the Internet as instructed in these materials as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS


			QUESTIONS AND ANSWERS ABOUT THESE P ROXY MATERIALS AND V OTING			1

			PROPOSAL 1: ELECTION OF DIRECTORS			7
			Information Regarding the Board of Directors and Corporate Governance			15
			Independence of the Board of Directors			15
			Board Leadership Structure			15
			Board Composition			15
			Role of the Board in Risk Oversight			15
			Meetings of the Board of Directors			16
			Information Regarding Committees of the Board of Directors			16
			Stockholder Communications with the Board of Directors			22
			Code of Business Conduct and Ethics			23
			Corporate Governance Guidelines			23

			PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			24

			PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
			Principal Accountant Fees and Services			26
			Pre-Approval Policies and Procedures			26

			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
			Delinquent Section 16(a) Reports			29
			Executive Officers			30
			Compensation and Human Capital Management Committee Report			32

			EXECUTIVE COMPENSATION			33
			Compensation Discussion and Analysis			33
			Named Executive Officers			33
			Compensation Philosophy and Objectives			33
			Executive Compensation Policies and Practices			34
			Oversight and Design of our Compensation Program			35
			Use of Competitive Market Data			37
			Compensation Elements			38
			Compensation Mix			39

			ALIGNMENT OF PAY AND PERFORMANCE IN 2023			40
			2023 Executive Bonus Plan Performance			41
			2023 Performance-based Restricted Stock Unit Award Performance			42
			2023 Performance-based Compensation Summary			42
			2023 Executive Compensation			43
			2024 Executive Compensation Decisions			49
			Employment Agreements			50
			Severance/Change in Control Benefits			50
			Other Compensation Policies			50
			Tax and Accounting Considerations			52


			Stockholder Support for our Executive Compensation Program			52
			Compensation-Related Risk			52
			2023 Summary Compensation Table			53
			2023 Grants of Plan-Based Awards Table			54
			Outstanding Equity Awards as of December 31, 2023 Table			55
			2023 Option Exercises and Stock Vested Table			57
			Potential Payments Upon Termination or Change in Control			58
			2023 Pay Ratio Disclosure			60
			Pay Versus Performance Disclosure			62
			Non-Employee Director Compensation			69
			2023 Director Compensation Table			70

			SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			71
			Equity Compensation Plan Information			71

			TRANSACTIONS WITH RELATED PERSONS			72

			HOUSEHOLDING OF PROXY MATERIALS			73

			OTHER MATTERS			74

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

The Board of Directors of TriNet Group, Inc. (the “Board”) is soliciting your proxy to vote at our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), including at any adjournments or postponements of the 2024 Annual Meeting. In this Proxy Statement for the 2024 Annual Meeting (the “Proxy Statement”), “we,” “us,” “our,” the "Company," and “TriNet” refer to TriNet Group, Inc.

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Under the "notice and access" rules of the Securities and Exchange Commission (the “SEC”), we are able to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because our Board is soliciting your proxy to vote at our 2024 Annual Meeting, including at any adjournments or postponements of the meeting. All stockholders will be able to access our proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. The Notice includes instructions on how to access our proxy materials over the Internet or to request a printed copy.

We expect to mail the Notice on or about April 11, 2024 to all stockholders of record entitled to vote at our 2024 Annual Meeting. We may send you a proxy card, along with a second Notice, on or after April 25, 2024.

Where and at what time is the 2024 Annual Meeting?

Our 2024 Annual Meeting will be held on Thursday, May 23, 2024, at 9:00 a.m. Pacific Time. The 2024 Annual Meeting will be a completely virtual meeting of stockholders. You can attend the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2024 where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to physically attend the 2024 Annual Meeting. We believe that a virtual meeting enables expanded access and increased stockholder attendance and participation.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on our record date, March 28, 2024.

What matters am I voting on and how many votes are needed to approve each proposal?

You will be able to vote on the three matters listed below at our 2024 Annual Meeting. The table below summarizes the Board’s voting recommendation, the minimum vote needed to approve each proposal, and the effect of abstentions and broker non-votes.

Proposal

Number

Proposal Description

Vote Required for Approval

Board's Recommendation

Effect of

Abstentions

Effect of Broker

Non-Votes

The election of Ralph A. Clark and Maria Contreras-Sweet as Class I directors.

Nominees receiving the most “For” votes.

FOR each Nominee

None

Approval, on an advisory basis, of the compensation of our Named Executive Officers.

“For” votes from the holders of a majority of shares attending the meeting live or represented by proxy and entitled to vote on the matter.

FOR

Against

None

Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

“For” votes from the holders of a majority of shares attending the meeting live or represented by proxy and entitled to vote on the matter.

FOR

Against

N/A

Additionally, you may vote on any other business as may properly come before the 2024 Annual Meeting or any adjournments or postponements thereof.

How do I vote?

You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify, and a "Withhold" vote has no effect for the election of directors. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

Why are you holding a virtual annual meeting?

We have implemented a virtual format for our annual meeting, consistent with our approach in recent years. Based on our experience at previous annual meetings of stockholders, we believe that a virtual meeting will enable expanded access and increased stockholder attendance and participation.

Who can vote at the 2024 Annual Meeting?

Only stockholders of record at the close of business on March 28, 2024 will be entitled to vote at our 2024 Annual Meeting. Beneficial owners can vote their shares live at our 2024 Annual Meeting so long as they obtain a valid proxy from their broker, bank or other agent. On the record date of March 28, 2024, there were 50,573,176 shares of common stock outstanding and entitled to vote.

Who is a stockholder of record and how do they vote?

If, on March 28, 2024, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. If you are a stockholder of record, you may vote live at our 2024 Annual Meeting, or by proxy over the telephone, through the Internet, or by using a proxy card that you may request or that we may elect to deliver to you at a later time. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend our 2024 Annual Meeting and vote live even if you have already voted by proxy.

If, on March 28, 2024, your shares were not held in your name but rather in an account at a brokerage firm, bank, or other similar agent, then you are the beneficial owner of those shares and different procedures apply to you. Read the question titled "Who is a beneficial owner and how do they vote?" below.

Even if you plan to attend our 2024 Annual Meeting, please read this Proxy Statement carefully and vote using one of the following methods if you are a stockholder of record:

BY MAIL

BY PHONE

BY INTERNET

VOTE LIVE

BY SCANNING

Mark, sign and date your proxy card
and send by free post

In the U.S. or Canada dial toll free 24/7

1-800-690-6903

Visit 24/7 www.proxyvote.com

Vote live at the 2024 Annual Meeting

Scan your unique QR code on your

proxy card

24/7 to vote with your mobile device

•To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If your signed proxy card is received before our 2024 Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares as you direct.

•To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 22, 2024 to be counted.

•To vote through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your Internet vote must be received by 11:59 p.m. Eastern Time on May 22, 2024 to be counted. Internet proxy voting may be provided to allow you to vote your shares online with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.

•To vote live, attend our 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2024, where you may vote and submit questions during the meeting. Have your Notice or proxy card in hand when you visit the website. Even if you plan to attend the 2024 Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the 2024 Annual Meeting.

Who is a beneficial owner and how do they vote?

If, on March 28, 2024, your shares were not held in your name but rather in an account at a brokerage firm, bank, or other similar agent, then you are the beneficial owner of shares held in “street name” and the Notice will be forwarded to you by that broker, bank or agent rather than by TriNet. The broker, bank or other agent holding your account is considered the stockholder of record for purposes of voting at the 2024 Annual Meeting. Simply follow the voting instructions in the Notice your broker, bank or other agent sends to you to ensure that your vote is counted.

If your shares were instead registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record with respect to those shares and different procedures apply to you. Read the question titled "Who is a stockholder of record and how do they vote?" above.

Even if you plan to attend our 2024 Annual Meeting, please read this Proxy Statement carefully and vote using one of the following methods if you are a beneficial owner:



Vote live at our 2024 Annual Meeting by obtaining a legal proxy from your broker, bank or other agent			Follow the voting instructions in the Notice you received from your broker, bank or other agent

•To vote live at the 2024 Annual Meeting, you must obtain a legal proxy from your broker, bank or other agent.

•To vote by any other means, you must follow the instructions in the Notice you receive from your broker, bank or other agent. These instructions can vary from agent to agent.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote attend the 2024 Annual Meeting live or are represented by proxy. On the record date, March 28, 2024, there were 50,573,176 shares outstanding and entitled to vote. Thus, the holders of 25,286,589 shares must attend the 2024 Annual Meeting live or be present by proxy at our 2024 Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy, if a valid proxy is submitted on your behalf by your broker, bank or other agent, or if you vote live at our 2024 Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the meeting or the holders of a majority of shares attending the meeting live or represented by proxy may adjourn the 2024 Annual Meeting to another date.

What happens if I do not vote?

If you are a stockholder of record and do not vote either by completing your proxy card, by telephone, through the Internet or live by attending our 2024 Annual Meeting, your shares will not be voted or be counted as present at the 2024 Annual Meeting for the purposes of establishing a quorum.

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank or agent will still be able to vote your shares on certain matters. For the 2024 Annual Meeting, your broker, bank or agent may not vote your shares on Proposal 1 (Election of Directors) or Proposal 2 (Advisory Approval of Executive Compensation), but may vote your shares on Proposal 3 (Ratification of the Appointment of Deloitte & Touche LLP).

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the New York Stock Exchange ("NYSE") to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” For the 2024 Annual Meeting, Proposal 3 (Ratification of the Appointment of Deloitte & Touche LLP) is the sole routine matter. Your broker, bank or agent will not have discretion to vote on Proposal 1 (Election of Directors) or Proposal 2 (Advisory Approval of Executive Compensation) absent direction from you, as they are considered "non-routine" matters.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all two nominees for director, “For” the advisory approval of executive compensation and “For” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. If any other matter is properly presented at the meeting, your proxyholder will vote your shares using their best judgment.

What if another matter is properly brought before the meeting?

We know of no other matters that will be presented for consideration at our 2024 Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the proxyholders named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies for our 2024 Annual Meeting. In addition to these proxy materials, members of our Board and our corporate employees also may solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We also may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices you receive to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•you may submit another properly completed proxy card with a later date;

•you may grant a subsequent proxy by telephone or through the Internet using the procedures outlined above;

•you may timely send a written notice that you are revoking your proxy to our Secretary at One Park Place, Suite 600, Dublin, California 94568; or

•you may attend the 2024 Annual Meeting and vote live.

Your most current proxy card or telephone or Internet proxy at the time of the 2024 Annual Meeting will be the one that is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

Yes. If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or agent for changing or revoking your vote. You cannot change or revoke the vote made by your broker, bank or agent by attending our 2024 Annual Meeting unless you have obtained a legal proxy from the broker, bank or agent that holds your shares giving you the right to vote the shares.

When are stockholder proposals due for the 2025 Annual Meeting of Stockholders?

To be considered for inclusion in our 2025 proxy materials in compliance with Rule 14a-8 (“Rule 14a-8”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proposal must be submitted in writing by December 13, 2024 to our Secretary at One Park Place, Suite 600, Dublin, California 94568 and must comply with all applicable requirements of Rule 14a-8; provided, however, that if our 2025 Annual Meeting of Stockholders is held before April 23, 2025 or after June 22, 2025, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2025 Annual Meeting of Stockholders. Any proposals received after the deadline will be considered untimely under Rule 14a-8. If you wish to submit a proposal (including a director nomination) that is not to be included in our 2025 proxy materials, the proposal must be received by our Secretary not earlier than the close of business on January 23, 2025 and not later than the close of business on February 22, 2025; provided, however, that if our 2025 Annual Meeting of Stockholders is held before April 23, 2025 or after June 22, 2025, then the proposal must be received not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In addition, to comply with Rule 14a-19 under the Exchange Act, if a stockholder intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws for next year’s annual meeting, then such stockholder must provide proper written notice that sets forth all the information required by Rule 14a-19 under the Exchange Act. The deadline under Rule 14a-19 does not supersede any of the timing requirements for advance notice under our Bylaws. The supplemental notice and information required under Rule 14a-19 is in addition to the applicable advance notice requirements under our Bylaws described above and does not extend any such deadline set forth under the Bylaws. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

How can I find out the results of the voting at the 2024 Annual Meeting?

Preliminary voting results will be announced at our 2024 Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the U.S. SEC within four business days after the 2024 Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1

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.

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.


			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.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE

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.


			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.


			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.

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.


			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.


			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.

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.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

Our Board has undertaken a review of its composition, the composition of its committees and of the independence of each of our directors and determined that, other than Mr. Simonds, by virtue of his position as our President and Chief Executive Officer ("CEO"), and Mr. Goldfield, by virtue of his former position as President and CEO until February 15, 2024, each of our directors is “independent” as that term is defined under the listing requirements and rules of the NYSE. In making this determination, our Board considered the current and prior relationships that each non-employee director has with TriNet and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. There are no family relationships among any of the director nominees, directors or any of our executive officers.

Board Leadership Structure

We separate our Chair of the Board of Directors (the “Board Chair”) and CEO to reinforce the independence of our Board in its oversight of our business and affairs. We believe that an independent Board Chair enhances the effectiveness of our Board by being best positioned to objectively evaluate and oversee management’s performance, ensure management accountability, and align management with the best interests of the Company and its stockholders. Our Board Chair, Mr. David C. Hodgson, has, among other things, the authority to call and preside over Board meetings, to set meeting agendas and to determine the materials distributed to our Board. Mr. Hodgson also serves as the Board’s lead independent director. As lead independent director, Mr. Hodgson presides over periodic meetings of the Board’s independent directors, serves as a liaison between our CEO and the independent directors and performs such additional duties as our Board may otherwise determine and delegate. Our Bylaws set forth the procedure for the Board to appoint an interim Board Chair if the Board Chair becomes unavailable to perform their duties.

Board Composition

TriNet recognizes that diversity in experience, skill sets, and personal backgrounds of members of our Board are key to good governance. Currently, we have ten directors on our Board. Based on self-identification, this includes three female directors and three directors from historically underrepresented communities.

Role of the Board in Risk Oversight

One of our Board’s key functions is informed oversight of our risk management process. Our Board administers this oversight function directly as well as through the Board’s standing committees. Our officers are responsible for day-to-day management of the material risks that TriNet faces. Our Risk Committee reviews the design of our enterprise risk management program, monitors management's operation of that program, including risk trends and significant risk exposures, and oversees the nature and level of risk appropriate for TriNet. This includes responsibility for monitoring the quality and effectiveness of our information security, data privacy and disaster recovery capabilities. Our Finance and Audit Committee considers and discusses our significant financial risk exposures and management actions to monitor and control these potential exposures, monitors our compliance with financial requirements, and oversees the performance of our internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines and oversees governance risks, such as director independence and conflicts of interest. Our Compensation and Human Capital Management Committee ("CHCM Committee") assesses and monitors risks related to our compensation policies and programs, such as management incentives and potential for excessive risk taking. Our Board receives periodic updates from our management and their independent advisors throughout the year regarding the risks that TriNet faces and reviews our enterprise risk management program at least annually. In addition, our committees meet periodically with our management and their independent advisors to review risks and risk management processes relevant to the committees’ respective areas of oversight. Both our Board and our Board committees receive periodic and incidental reports as matters may arise from our Chief Compliance Officer or from our Chief Legal Officer ("CLO"), and from our Internal Audit Department regarding potential violations of our Code of Business Conduct and Ethics, our ethics hotline

activity and other complaints we may receive regarding potential ethics violations or our financial controls, accounting and other auditing matters. Our committees regularly report to the Board and have the ability to raise material risk exposures to the Board.

Meetings of the Board of Directors

Our Board held fourteen meetings during 2023. In 2023, each of our directors attended at least 75% of the aggregate of our Board meetings and of the meetings of each committee on which they served that were held during their service as a Board member. In addition, our non-management directors met four times in 2023 in scheduled executive Board sessions at which only non-management directors were present. The Board Chair presided over these executive sessions.

Information Regarding Committees of the Board of Directors

Our Board has four committees: a Finance and Audit Committee, a CHCM Committee, a Nominating and Corporate Governance Committee and a Risk Committee. The following table provides membership for each of our Board committees as of April 11, 2024:

Finance and Audit

Nominating and Corporate Governance

Compensation and Human Capital Management

Risk

Michael J. Angelakis

Paul Chamberlain v

Myrna Soto v

David C. Hodgson

Jacqueline Kosecoff v

Wayne B. Lowell

SEC Form DEF 14A filed by TriNet Group Inc.