Document

DEF 14A 1 a123121tnetschedule14a.htm DEF 14A Document

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 Fellow Stockholders,

I am excited to welcome you to our 2022 Annual Meeting. As I reflect on our 2021 financial and operating performance, I am extremely pleased with our efforts in service of all of our stakeholders, including our customers, employees (who we call "colleagues"), and stockholders. Despite the continued COVID-19 pandemic, we supported our clients throughout 2021 as they worked to achieve their goals, and we did so while remaining mindful of the health and safety of our clients, worksite employees (“WSEs”) and colleagues. This proxy season represents an opportunity to highlight the progress we have made against our long-term strategic plan.

Mission and Vision

Our long-term strategic plan is anchored in our corporate mission and values. The disruptions caused by COVID-19 in 2020 and continuing through 2021 provided us the opportunity to revisit our corporate mission and vision and ensure they aligned with how we’ve found that we can best serve our clients and our WSEs in the changing landscape around us. Our new mission, "Power the success of small and medium-sized businesses by supporting their growth and enabling their people," centers our focus around the growth of our clients and support of their people — the employees of our small- and medium-sized business ("SMB") clients. We believe that TriNet’s solutions must not only enable our clients to grow, but also allow our WSEs to grow and to perform their jobs in the best way they can. Our new vision, "To become the most trusted advisor to SMBs by harnessing the power of scale,'' speaks to the relationship to which we aspire, leveraging technology, and the deep expertise of our colleagues in service of our customers. We are excited to build on these foundational components in 2022.

Financial Performance

Our strong financial performance in 2021 was the result of our execution of our corporate mission and vision, our disciplined pricing, and our commitment to expense management. Our 2021 financial highlights include:

•We grew Total Revenues by 13% year-over-year to over $4.5 billion, and we grew Professional Service Revenues by 17% to $639 million.

•Our Average WSEs increased 5% year-over-year, and our Total WSEs increased 10% to approximately 365,000, an all-time high.

•We grew GAAP Earnings per Share by 27% year-over-year to $5.07, and we grew Adjusted Net Income per Diluted Share by 27% to $5.64.

•We completed a $500 million senior notes offering, repaid and terminated our outstanding term loan, and replaced our existing revolving credit facility with a new $500 million revolving credit facility.

Business Developments

At TriNet, one of our core values is to “lead with the customer,” and our 2021 business performance underscores our commitment to this and reflects our on-going efforts to serve our existing clients throughout the COVID-19 pandemic and to support the economic recovery of SMBs. We will continue to monitor and evaluate developments relating to the COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on our business and our clients' businesses.

We hosted our second annual TriNet PeopleForce event, our conference for customers and prospective customers focused on business transformation, agility and innovation for SMBs. We also introduced TriNet Financial Services Preferred, a new top-tier version of our HR solution that addresses the critical HR needs of businesses in the financial services industry, and launched 'Connect 360', an innovative service model intended to better meet client needs and the changes in how our clients and WSEs want to engage with us.

In December 2021, we entered into a definitive agreement to acquire Zenefits. The acquisition was completed on February 15, 2022, resulting in our new TriNet Zenefits business unit. TriNet Zenefits is a leading cloud-based HR platform which provides innovative and intuitive HR, benefits, payroll and employee engagement software purpose-built for SMBs. We believe TriNet Zenefits will allow us to diversify our product offering, enabling us to dynamically serve SMBs throughout their lifecycle and expand the customers we serve.

Leadership Development

During 2021, we announced the appointment of two new directors to our board of directors. These new directors bring additional experience in the SMB space, applicable professional experience, and even more diverse perspectives to our board. We also expanded our leadership team to include a new Senior Vice President and Chief Sales Officer to lead our sales function and a new Chief Product Officer.

ESG Report

A major milestone in 2021 was the development and publishing of our inaugural environmental, social and governance report ("2021 ESG Report") in Q4 2021. The 2021 ESG Report reflects TriNet's commitment to its stakeholders and long-term sustainability practices, social responsibility and robust corporate governance by showcasing efforts on important projects and initiatives on which we are already executing. I am so pleased that our inaugural report was developed entirely in-house by a cross-functional team of passionate, dedicated and knowledgeable TriNet colleagues.

TriNet’s path forward includes you. Please take the time to read our Proxy Statement for the 2022 Annual Meeting of Stockholders, our 2021 Annual Report, and any related proxy materials. I also encourage you to read our 2021 ESG 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,

Burton M. Goldfield

Chief Executive Officer

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 24, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of TRINET GROUP, INC., a Delaware corporation, which will be held virtually on Tuesday, May 24, 2022, at 9:00 a.m. Pacific Time (the "2022 Annual Meeting").

We are holding the 2022 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:


1. To elect three Class II directors to hold office until the 2025 Annual Meeting of Stockholders;

2. To approve on an advisory basis the compensation of our named executive officers ("Named Executive Officers" or "NEOs") as disclosed in this accompanying proxy statement;

3. To approve an amendment and restatement of the TriNet Group, Inc. 2019 Equity Incentive Plan;

4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

5. To conduct any other business properly brought before the meeting or any adjournment or postponements thereof.

This year's annual meeting will be a completely virtual meeting of stockholders. You can attend the 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2022, 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 2022 Annual Meeting is March 31, 2022. Only stockholders of record at the close of business on that date may vote at our 2022 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 12, 2022, 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 2022 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 2022 Annual Meeting and to vote your shares at the 2022 Annual Meeting.

We appreciate your continued support of TriNet.

By Order of the Board of Directors,

Samantha Wellington

Secretary

April 12, 2022


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.

TRINET GROUP, INC.

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


Questions and Answers About these Proxy Materials and Voting			1
Proposal 1: Election of Directors			7
Information Regarding the Board of Directors and Corporate Governance			16
Independence of the Board of Directors			16
Board Leadership Structure			16
Board Composition			16
Role of the Board in Risk Oversight			16
Meetings of the Board of Directors			17
Information Regarding Committees of the Board of Directors			18
Stockholder Communications with the Board of Directors			24
Code of Business Conduct and Ethics			24
Corporate Governance Guidelines			24
Proposal 2: Advisory Vote on Named Executive Officer Compensation			25
Proposal 3: Approval of Amendment and Restatement of the TriNet Group, Inc. 2019 Equity Incentive Plan			26
Considerations for the Amendment and Restatement of the 2019 Plan			26
2019 Plan Corporate Governance Best Practices			27
Summary of the 2019 Plan			28
Proposal 4 : Ratification of Selection of Independent Registered Public Accounting Firm			35
Principal Accountant Fees and Services			36
Pre-Approval Policies and Procedures			36
Security Ownership of Certain Beneficial Owners and Management			37
Delinquent Section 16(a) Reports			39
Executive Officers			40
Compensation Committee Report			42
Executive Compensation			43
Compensation Discussion and Analysis			43
Named Executive Officers			43
Compensation Philosophy and Objectives			43
Executive Compensation Policies and Practices			44
Oversight and Design of our Compensation Program			45
Use of Competitive Market Data			47
Compensation Elements			48
Compensation Mix			49
Pay for Performance in 2021			50
202 1 Executive Bonus Plan Performance			51
202 1 Performance-based Restricted Stock Unit Award Performance			52
202 1 Performance-based Compensation Summary			52
202 1 Total Direct Compensation Highlights			53
202 1 Executive Compensation			53
2022 Executive Compensation Decisions			59
Employment Agreements			60
Severance/Change in Control Benefits			60
Other Compensation Policies			60


Tax and Accounting Considerations			61
Stockholder Support for o ur Executive Compensation Program			61
Compensation -Related Risk			62
202 1 Summary Compensation Table			63
202 1 Grants of Plan-Based Awards Table			64
Outstanding Equity Awards as of December 31, 202 1 Table			65
202 1 Option Exercises and Stock Vested Table			67
Potential Payments Upon Termination or Change in Control			68
202 1 Pay Ratio Disclosure			71
Non-Employee Director Compensation			73
202 1 Director Compensation Table			74
Securities Authorized for Issuance Under Equity Compensation Plans			76
Equity Compensation Plan Information			76
Transactions with Related Persons			77
Householding of Proxy Materials			78
Other Matters			79
Appendix A			A-1

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

PROXY STATEMENT

FOR THE 2022 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 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), including at any adjournments or postponements of the 2022 Annual Meeting. In this Proxy Statement for the 2022 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 2022 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 12, 2022 to all stockholders of record entitled to vote at our 2022 Annual Meeting. We may send you a proxy card, along with a second Notice, on or after April 27, 2022.

Where and at what time is the 2022 Annual Meeting?

Our 2022 Annual Meeting will be held on Tuesday, May 24, 2022, at 9:00 a.m. Pacific Time. The 2022 Annual Meeting will be a completely virtual meeting of stockholders. You can attend the 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2022 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 2022 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 31, 2022.

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

You will be able to vote on the four matters listed below at our 2022 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 Paul Chamberlain, Wayne B. Lowell, and Myrna Soto as Class II 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

Approval of amendment and restatement of the TriNet Group, Inc. 2019 Equity Incentive Plan

"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, 2022.

“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 2022 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. 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?

This is the third year that we have implemented a virtual format for our annual meeting. Based on our experience at the 2021 annual meeting of stockholders, we believe that a virtual meeting will enable expanded access and increased stockholder attendance and participation.

Who can vote at the 2022 Annual Meeting?

Only stockholders of record at the close of business on March 31, 2022 will be entitled to vote at our 2022 Annual Meeting. Beneficial owners can vote their shares live at our 2022 Annual Meeting so long as they obtain a valid proxy from their broker, bank or other agent. On the record date of March 31, 2022, there were 62,258,896 shares of common stock outstanding and entitled to vote.

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

If, on March 31, 2022, 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 2022 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 2022 Annual Meeting and vote live even if you have already voted by proxy.

If, on March 31, 2022, 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 2022 Annual Meeting, please read this Proxy Statement carefully and vote using one of the following methods if you are a stockholder of record:

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 2022
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 2022 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 23, 2022 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 23, 2022 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 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2022, 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 2022 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 2022 Annual Meeting.

Who is a beneficial owner and how do they vote?

If, on March 31, 2022, 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 2022 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 2022 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 2022 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 2022 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 2022 Annual Meeting live or are represented by proxy. On the record date, March 31, 2022, there were 62,258,896 shares outstanding and entitled to vote. Thus, the holders of 31,129,449 shares must attend the 2022 Annual Meeting live or be present by proxy at our 2022 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 2022 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 2022 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 2022 Annual Meeting, your shares will not be voted or be counted as present at the 2022 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 2022 Annual Meeting, your broker, bank or agent may not vote your shares on Proposal 1 (Election of Directors), Proposal 2 (Advisory Approval of Executive Compensation) or Proposal 3 (Approval of Amendment and Restatement of the TriNet Group, Inc. 2019 Equity Incentive Plan), but may vote your shares on Proposal 4 (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 2022 Annual Meeting, Proposal 4 (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), Proposal 2 (Advisory Approval of Executive Compensation) or Proposal 3 (Approval of Amendment to and Restatement of the TriNet Group, Inc. 2019 Equity Incentive Plan) 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 three nominees for director, “For” the advisory approval of executive compensation, “For” the approval of the amendment and restatement of the TriNet Group, Inc. 2019 Equity Incentive Plan, and “For” ratification of the appointment of Deloitte & Touche LLP as our independent registered

public accounting firm for the fiscal year ending December 31, 2022. 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 2022 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 2022 Annual Meeting. In addition to these proxy materials, members of our Board and our corporate employees, who we call "colleagues," also may solicit proxies in person, by telephone, or by other means of communication. Directors and colleagues 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 2022 Annual Meeting and vote live.

Your most current proxy card or telephone or Internet proxy at the time of the 2022 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 2022 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 2023 Annual Meeting of Stockholders?

To be considered for inclusion in our 2023 proxy materials, your proposal (including a director nomination) must be submitted in writing by December 15, 2022 to our Secretary at One Park Place, Suite 600, Dublin, California 94568 and must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that if our 2023 Annual Meeting of Stockholders is held before April 27, 2023 or after June 26, 2023, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2023 Annual Meeting of Stockholders. If you wish to submit a proposal (including a director nomination) that is not to be included in our 2023 proxy materials, the proposal must be received by our Secretary not earlier than the close of business on January 27, 2023 and not later than the close of business on February 26, 2023; provided, however, that if our 2023 Annual Meeting of Stockholders is held

before April 27, 2023 or after June 26, 2023, 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. 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 2022 Annual Meeting?

Preliminary voting results will be announced at our 2022 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. Securities and Exchange Commission within four business days after the 2022 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 twelve members. Paul Chamberlain, Wayne B. Lowell, and Myrna Soto are Class II directors whose term of office expires at the 2022 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 2022 Annual Meeting, each of these nominees would serve until our 2025 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 2022 Annual Meeting or represented by proxy and entitled to vote on the election of directors at our 2022 Annual Meeting. This means that the three 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 three 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 2021, all of the directors then in office attended our 2021 Annual Meeting of Stockholders.

The following is a brief biography of each nominee for election at our 2022 Annual Meeting, each director whose term of office expires at our 2022 Annual Meeting, and each director whose term will continue after our 2022 Annual Meeting.

Nominees for Election


Director since 2015 Independent			Paul Chamberlain Finance and Audit Committee (Member) Compensation Committee (Member) Paul Chamberlain, age 58, 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 Veeva Systems, Inc. since December 2015 and ServiceNow, Inc. since October 2016. Mr. Chamberlain also has worked as a visiting professor and adjunct professor at Princeton University’s Keller Center for Entrepreneurial Studies and Santa Clara University’s Leavey School of Business, respectively. Mr. Chamberlain chairs the Strategic Advisory Committee of JobTrain, the Menlo Park, California-based vocational and life skills training group focused on the neediest in the Silicon Valley community. Mr. Chamberlain holds a B.A. in History, magna cum laude, from Princeton University and an M.B.A. from Harvard Business School. The Nominating and Corporate Governance Committee believes that Mr. Chamberlain is qualified to serve on our Board based on his strategic and financial expertise and his past experience as a Managing Director of Morgan Stanley.


Director since 2009 Independent			Wayne B. Lowell Finance and Audit Committee (Chair) Risk Committee (Member) Wayne B. Lowell, age 66, has been a member of our Board since August 2009. From March 2012 until November 2017, Mr. Lowell served as Chair and Chief Executive Officer 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, Chief Financial Officer 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 chief financial officer.


Director since 2021 Independent			Myrna Soto Finance and Audit Committee (Member) Risk Committee (Member) Myrna Soto, age 53, 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 position as founder and CEO of Apogee Executive Advisors, an advisory firm focused on technology risk, cybersecurity, and technology integrations as well as her previous positions that include advisory board member of ForgePoint Capital, chief strategy & trust officer for ForcePoint, Chief Operating Officer for Digital Hands, and strategic advisor to the CEO for Bar Dynamics, a company later sold to Broadcom. Ms. Soto also worked as Senior Vice President & Global Chief Information Security Officer for Comcast, among other C-suite and leadership roles in the technology industry. Ms. Soto currently serves on the boards for Headspace Health, 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 Banco Popular and PopularBank) and is a board advisor to on-demand mental health company Ginger. Prior board 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 a Master of Business Administration and a Master of Science from Nova Southeastern University, as well as a Bachelor of Arts in Psychology from Florida International University. Ms. Soto 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 28 years of experience in the information technology and cybersecurity fields and currently serves on four public company boards and has both compensation and audit committee experience. Ms. Soto is also a Board Governance Fellow for the National Association of Corporate Directors.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE

Director's Term of Office Expires At Our 2022 Annual Meeting of Stockholders


Director since 1988 Independent			Martin Babinec Martin Babinec, age 67, founded TriNet in 1988 and has served on our Board since that time, serving as Chair until December 2009. From 1988 until May 2008, he also served as our Chief Executive Officer. Mr. Babinec founded and serves as Managing Director of UpVentures Capital, an early-stage investor; co-founded and is a member of the management committee of Rock City Development LLC; founded and serves as Chair of Upstate Venture Connect and Entrepreneurs Across Borders, both of which are entrepreneur-led non-profits; and UpMobility, a family foundation. Mr. Babinec cofounded and serves as chair of the StartFast Venture Accelerator, a mentorship-driven startup accelerator. Mr. Babinec holds a B.S. in Business Administration from Shippensburg University. The Nominating and Corporate Governance Committee believes that Mr. Babinec is qualified to serve on our Board based on his significant business experience, both inside and outside our industry, and because his role as our founder and former Chief Executive Officer brings unique insight to the Board.

Directors Continuing in Office Until Our 2023 Annual Meeting of Stockholders


Director since 2017 Independent			Michael J. Angelakis Compensation Committee (Member) Nominating and Corporate Governance Committee (Member) Michael J. Angelakis, age 57, has been a member of our Board since February 2017. Mr. Angelakis has served as the Chairman and Chief Executive Officer of Atairos Management, L.P., an independent, private investment firm, since August 2015. Mr. Angelakis also serves as a Senior Advisor to the Executive Management Committee of Comcast Corporation, a leading media and telecommunications company, since July 2015. Prior to founding Atairos, Mr. Angelakis served as Comcast Corporation’s Vice Chair from March 2007 to October 2015 and Chief Financial Officer from March 2007 to July 2015. Mr. Angelakis also serves on the board of directors of ExxonMobil, ClarivatePLC and Bowlero Corporation, 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 chief financial officer of a public company, as well as experience as a director of other public companies.


Director since 2008 President and Chief Executive Officer			Burton M. Goldfield Burton M. Goldfield, age 66, joined TriNet as Chief Executive Officer and a member of our Board in May 2008. Prior to joining TriNet, Mr. Goldfield was Chief Executive Officer at Ketera Technologies, a SaaS provider to Fortune 2000 companies. Before that, Mr. Goldfield served as Senior Vice President, Worldwide Field Operations at Hyperion Solutions Corporation, a software company, and Vice President of Worldwide Sales for IBM Corporation’s multinational information technology company, Rational Software division. Mr. Goldfield currently serves on the board of directors of EvoNexus, Inc. and FinancialForce. Mr. Goldfield also previously served on the board of directors of DHI Group, Inc. from December 2014 to May 2019. Mr. Goldfield holds a B.S. in Biomedical Engineering from Syracuse University and an M.B.A. from Villanova University. The Nominating and Corporate Governance Committee believes that Mr. Goldfield is qualified to serve on our Board based on his operational and strategic expertise from his previous executive positions with other large companies, as well as his past experience as a director of another public company.


Director since 2005 Independent			David C. Hodgson Board of Directors (Chair) Nominating and Corporate Governance Committee (Member) David C. Hodgson, age 65, 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 35 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, and is a member of the Advisory Council at Stanford Graduate School of Business. Mr. Hodgson is Chairman Emeritus of the board of Echoing Green and is Trustee Emeritus of Johns Hopkins University. Previously, Mr. Hodgson served on the board of directors of DHI Group, Inc. from August 2005 to May 2014. Mr. Hodgson holds an A.B. 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.


Director since 2020 Independent			Jacqueline Kosecoff Compensation Committee (Member) Risk Committee (Member) Jacqueline Kosecoff, age 72, 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 Medicare Part D business and the consumer health product division serving seniors. From 2002 to 2005, at PacifiCare Health Systems, Dr. Kosecoff served as Executive Vice President with responsibility for various business segments. Dr. Kosecoff served as Chief Executive Officer of Prescription Solutions (now known as OptumRx) from 2006 to 2011. 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 GoodRx since May 2016 (the company went public in September 2020), 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.

Directors Continuing in Office Until Our 2024 Annual Meeting of Stockholders


Director since 2013 Independent			Katherine August-deWilde Compensation Committee (Chair) Katherine August-deWilde, age 73, has been a member of our Board since October 2013. Ms. August-deWilde is currently Vice Chair and a director of First Republic Bank, a commercial bank specializing in private banking, business banking and wealth management, since January 2016 and served as the President of First Republic Bank from 2007 to 2015. Ms. August-deWilde has served in various roles at First Republic Bank since 1985, including as Chief Financial Officer and Executive Vice President and Chief Operating Officer. Ms. August-deWilde also has served on the board of directors of First Republic Bank since 1988, Eventbrite, Inc. since February 2016, and SunRun, Inc. since January 2016. She is a member of the Catalyst Corporate Board Resource. Ms. August-deWilde holds a B.A. from Goucher College and an M.B.A. from Stanford University Graduate School of Business. The Nominating and Corporate Governance Committee believes that Ms. August-deWilde is qualified to serve on our Board based on her experience as a corporate executive, her financial expertise, and her service on the boards of directors of other public companies.


Director since 2008 Independent			H. Raymond Bingham Nominating and Corporate Governance Committee (Chair) Finance and Audit Committee (Member) H. Raymond Bingham, age 76, has been a member of our Board since July 2008 and served as the Chair of our Board from January 2010 to May 2018. Mr. Bingham is a partner of Canyon Bridge Capital Partners, a global private equity buyout firm, and has served as Executive Chairman of Imagination Technologies since November 2016. From 2015 to 2016, Mr. Bingham was an Advisory Director of Riverwood Capital Management, a private equity firm that invests in high-growth technology companies. From January 2010 to December 2015, Mr. Bingham was an Advisory Director of General Atlantic, a global growth equity firm, and served as a Managing Director from September 2006 to December 2009. Previously, Mr. Bingham served on the board of directors of Cypress Semiconductor from March 2015 to June 2017 and as Executive Chairman from August 2016 to June 2017. Mr. Bingham also previously served on the board of directors of Flextronics International Ltd. from October 2005 to June 2017, Oracle Corporation from November 2002 to March 2017, DHI Group, Inc. from July 2009 to April 2015, Spansion, Inc. from May 2010 to March 2015, Fusion-io, Inc. from February 2011 to July 2014, and STMicroelectronics from April 2007 to April 2013. Mr. Bingham holds a B.S. in Economics from Weber State University and an M.B.A. from Harvard Business School. Additionally, Mr. Bingham was awarded an Honorary Doctorate of Humanities from Weber State University. The Nominating and Corporate Governance Committee believes that Mr. Bingham is qualified to serve on our Board based on his broad and extensive experience serving in management roles at technology companies, including as chief executive officer and chief financial officer, as well as his significant service on the board of directors of other publicly traded companies, and his extensive knowledge and experience managing portfolio companies both within and outside our industry.


Director since 2021 Independent			Ralph A. Clark Compensation Committee (Member) Nominating and Corporate Governance Committee (Member) Ralph Clark, age 63, has been a member of our Board since March 2021. Mr. Clark serves as the President and CEO of ShotSpotter, Inc., a publicly traded (NASDAQ SSTI) SaaS-based acoustic surveillance and precision policing solutions company bringing the power of digital transformation to law enforcement in more than 200 cities and 2,500 agencies in the United States. Mr. Clark joined ShotSpotter in 2010 and led the business model and technology transformation resulting in ShotSpotter's initial public offering in 2017. Prior to joining ShotSpotter, 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 started his career as an IBM large systems marketing representative in the early 1980s working in Seattle with primary responsibility for large systems sales to Boeing Computer Services. After IBM and business school, Mr. Clark spent three years in investment banking with Goldman Sachs and Merrill Lynch before pursuing a career as a high tech entrepeneur. Mr. Clark holds a B.S. in Economics from University of the Pacific and an M.B.A. from Harvard Business School. The Nominating and Corporate Governance Committee believes that Mr. Clark is qualified to serve on our Board based on his significant management experience in small-and medium-sized businesses, his current role as the chief executive officer of a publicly traded company and his multiple experiences as a TriNet client.


Director since 2020 Independent			Maria Contreras-Sweet Risk Committee (Chair) Nominating and Corporate Governance Committee (Member) Maria Contreras-Sweet, age 66, has been a director since November 2020. In October 2017, Ms. Contreras-Sweet became the Managing Member of both Contreras Sweet Companies, LLC, 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 2014 through January 2017, Ms. Contreras-Sweet served as the 24th Administrator of the U.S. Small Business Administration 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 bring the Small Business Administration ("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 Sempra Energy, Regional Management Corporation and Zions Bancorporation and on the nonprofit boards of the Bipartisan Policy Center, Los Angeles World Affairs Council and Town Hall 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. Ms. Contreras-Sweet brings a strong understanding of banking, corporate governance, healthcare, and global innovation, extensive experience with small-and medium-sized enterprises, and deep familiarity with state and federal regulatory bodies which makes her a valuable contributor to the Board.

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 our of directors and determined that, other than Mr. Goldfield, by virtue of his position as our Chief Executive Officer ("CEO"), 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.

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 twelve directors on our Board, including four directors who identify as women and three directors from underrepresented groups. TriNet has added three new directors since November 2020, all with skill sets and backgrounds that we consider additive to those of our incumbent board members.

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, significant risk exposures, and the quality and effectiveness of our technology security, and oversees the nature and level of risk appropriate for TriNet. 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 Committee assesses and monitors risks, such as management incentives and potential for excessive risk taking, related to our compensation policies and programs. 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, who is our Chief Legal Officer ("CLO"), and 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 six meetings during 2021. In 2021, each of our directors attended at least 75% 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 2021 in scheduled executive 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 Compensation 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 12, 2022:

Finance and Audit Committee

The primary functions of our Finance and Audit Committee include:

•assisting the Board in its oversight of:

•the Company’s corporate accounting and financial reporting processes;

•the Company’s systems of internal control over financial reporting;

•the Company’s audits of financial statements;

•the quality and integrity of the Company’s financial statements and internal controls;

•the qualifications, performance and independence of the Company’s independent registered public accounting firm;

•the performance, responsibilities, budget and staffing of the Company’s internal audit function; and

•the Company's compliance with legal and regulatory requirements.

•conducting an annual assessment of the performance of the Finance and Audit Committee and periodically reviewing and assessing the adequacy of its charter;

•establishing procedures for the receipt, retention and treatment of complaints and monitoring complaints received by us regarding accounting, internal accounting controls or auditing matters; and

•preparing the Committee report that the Securities and Exchange Commission ("SEC") rules require to be included in the Company’s annual proxy statement.

Our Board has determined that each member of our Finance and Audit Committee is independent under NYSE listing standards and Rule 10A-3(b)(1) promulgated under the Exchange Act, is an “audit committee financial expert” within the meaning of SEC regulations, and has the requisite financial expertise required under the applicable requirements of the NYSE. In arriving at this determination, the Board examined each Finance and Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

Our Finance and Audit Committee has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. Our Finance and Audit Committee meets regularly in executive session. Our Finance and Audit Committee’s authority, duties and responsibilities are described in its charter, which is reviewed annually and updated as warranted. The charter is available in the Investor Relations section of the Company’s website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx. The Finance and Audit Committee held seven meetings during 2021.

Report of the Finance and Audit Committee of the Board of Directors(1)

The Finance and Audit Committee has reviewed and discussed the Company's audited financial statements for the fiscal year ended December 31, 2021 with management. The Finance and Audit Committee has discussed with the Company's independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Finance and Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding our independent accountants’ communications with the Finance and Audit Committee concerning independence and has discussed with our independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Finance and Audit Committee has recommended to the Board that the Company's audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.


			Wayne B. Lowell
			H. Raymond Bingham
			Paul Chamberlain
			Myrna Soto

(1)The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The primary functions of our Compensation Committee include:

•determining and approving goals and objectives for our executive compensation program, evaluating executive performance against those goals and objectives, and approving the individual compensation levels and other terms of employment in light of such performance, including, without limitation, reviewing, approving and administering any employment agreements, severance agreements or plans, change in control agreements, plans or provisions and any other compensatory arrangements with our executive officers;

•reviewing and approving the compensation of Board members, including retainer, Board meeting, committee meeting and committee chair fees and equity grants or awards;

•overseeing administration of our equity incentive plans, establishing guidelines, interpreting plan documents, approving grants and awards, and exercising such other power and authority as may be permitted or required under such plans;

•reviewing and recommending to our Board the adoption, amendment and termination of our equity incentive plans;

•reviewing, in consultation with the CEO, the Company's management succession planning, excluding policies and planning for CEO selection and succession;

•assessing the independence of each compensation consultant, legal counsel and other advisor to our Compensation Committee in accordance with and to the extent required by applicable law and the NYSE listing standards;

•reviewing and discussing with our management the disclosures contained under the caption “Compensation Discussion and Analysis” for use in any of our annual reports on Form 10-K, registration statements and proxy statements in accordance with and to the extent required by applicable law and the NYSE listing standards and recommending to our Board that such Compensation Discussion and Analysis be approved for inclusion therein;

•preparing and reviewing our Compensation Committee’s reports on executive compensation to be included in our annual proxy statements in accordance with and to the extent required by applicable law and the NYSE listing standards;

•investigating any matter brought to the attention of our Compensation Committee within the scope of its duties if, in the judgment of our Compensation Committee, such investigation is appropriate;

•reviewing and assessing the adequacy of our Compensation Committee’s charter periodically and recommending any proposed changes to our Board for approval; and

•conducting an evaluation of the performance of our Compensation Committee periodically.

Our Board has determined that each member of our Compensation Committee is independent under NYSE listing standards and Rule 10C-1 promulgated under the Exchange Act and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available in the Investor Relations section of the Company’s website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx. The Compensation Committee held six meetings during 2021.

Compensation Committee Processes and Procedures

Our Compensation Committee meets regularly during the year. The agenda for each meeting is usually developed by the Chair of our Compensation Committee, often in consultation with our CEO, CLO, Senior Vice President of Human Resources and our Compensation Committee's independent compensation consultant. Our Compensation Committee meets regularly in executive session. From time to time, various members of management and other employees, as well as outside advisors and consultants, attend Compensation Committee meetings to make presentations and provide financial and other background information and advice relevant to Compensation

Committee deliberations. Our CEO does not participate in and is not present during any deliberations or determinations of our Compensation Committee regarding his compensation or individual performance objectives.

In certain situations, our Compensation Committee may delegate its authority to a subcommittee or to our CEO in connection with the grant of certain equity awards. In 2017, our Compensation Committee formed the Equity Award Committee, initially comprised of two members and currently including four members of the Compensation Committee, Ms. August-deWilde, Mr. Chamberlain, Mr. Clark, and Dr. Kosecoff. The primary purpose of the Equity Award Committee is to administer the Company's equity incentive plans and to grant equity awards thereunder, primarily to our Section 16 officers, without limiting the authority of our Compensation Committee. Our Compensation Committee has delegated to the CEO the authority, subject to certain limitations such as the maximum value for each award, to grant a limited number of restricted stock unit awards ("RSU Awards") to certain non-executive colleagues and consultants of the Company annually and in connection with their hiring or promotion or retention purposes, pursuant to the terms of such policy and the Company's equity incentive plan.

Under its charter, our Compensation Committee has full access to all of our books, records, facilities and personnel. In addition, our Compensation Committee has authority to engage and retain legal counsel, compensation consultants and other experts and consultants as it deems appropriate to carry out its responsibilities. Our Compensation Committee has direct responsibility for the oversight of the work performed by and for approving the reasonable fees and retention terms of these advisors.

Under its charter, our Compensation Committee may select or receive advice from a compensation consultant, legal counsel or other advisor other than in-house legal counsel and certain other types of advisors only after taking into consideration six factors prescribed by the SEC and as set forth in the NYSE listing standards that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent. In 2021, after taking these factors into consideration, our Compensation Committee determined that Compensia, Inc., the Committee's compensation consultant ("Compensia"), met the independence test outlined herein, confirmed that Compensia's work did not raise any conflicts of interest and engaged Compensia to assist it in connection with its review, analysis and determinations with respect to the compensation of our senior personnel, including our Named Executive Officers. Subsequently, the Company engaged in a search for a new compensation consultant during which it took into consideration the six factors noted above for each of the candidates, and upon completion of that process engaged Meridian Partners, LLC ("Meridian") as its new compensation consultant as of August 2021. For purposes of this Proxy Statement, the "Compensation Consultant" shall mean Compensia or Meridian or both, depending on the referenced time frame. For a list of our Named Executive Officers, see the section titled “Compensation Discussion and Analysis, Named Executive Officers” below. For a summary of the nature and scope of the services provided to our Compensation Committee by the Compensation Consultant, see the section titled "Compensation Discussion and Analysis, Oversight and Design of our Compensation Program, Role of Compensation Consultant" below.

For the 2021 fiscal year, the Compensation Consultant also reviewed the compensation peer group our Compensation Committee uses to aid in the development of reasonable and competitive compensation practices, recommended changes or updates to our peer group and performed a competitive market analysis of performance and compensation levels for that peer group. Management also evaluated the analysis and provided input for our Compensation Committee’s consideration. Following an active dialogue with the Compensation Consultant and management, our Compensation Committee established our 2021 executive compensation program, which is discussed in the section titled "Compensation Discussion and Analysis."

Historically, at one or more meetings in the first quarter of each year, our Compensation Committee conducts its annual review of Company performance against our compensation plan goals and objectives for the prior year, determines executive cash incentive and performance equity award payments under those plans, sets executive compensation levels, and establishes new performance objectives and goals for the current year. Our Compensation Committee also considers matters at various meetings throughout the year related to individual compensation (such as compensation for new executive hires), as well as high-level strategic compensation issues, such as the general efficacy of our compensation strategy, potential modifications to that strategy, retention and performance-specific compensation requirements and new trends, plans or approaches to compensation among our peer group or more generally. For executives other than our CEO, our Compensation Committee solicits and considers evaluations and recommendations of our CEO. For our CEO, our Compensation Committee conducts its own evaluation and makes compensation and incentive award adjustments accordingly. As part of its deliberations, our Compensation Committee will use the Board's annual evaluation of our CEO's performance and may review and consider materials such as financial reports and projections, operational data, tax and accounting information,

total compensation that may become payable to executives, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and recommendations of our Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies, as appropriate.

The specific determinations of our Compensation Committee with respect to executive compensation for 2021 are described in greater detail in the section titled “Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee are currently or have been at any time one of our officers or employees. None of our executive officers currently serve or have served during the last year as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Board or the Compensation Committee.

Nominating and Corporate Governance Committee

The primary functions of the Nominating and Corporate Governance Committee include:

•reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs;

•recommending criteria for the selection of candidates to the Board and its committees and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by shareholders;

•recommending to the Board director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected or filling any vacancies or newly created directorships that may occur between such meetings;

•recommending directors for appointment to Board committees;

•making recommendations to the Board as to determinations of director independence;

•overseeing the evaluation of the Board;

•developing and recommending to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and overseeing compliance with such Corporate Governance Guidelines and Code of Business Conduct and Ethics;

•periodically reviewing the Company's succession planning and policies for CEO selection and succession; and

•Reviewing and evaluating the Company's approach to environmental, social, and governance ("ESG") matters, including the Company's ESG program, ESG reporting and risk associated with such program and reporting.

Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the NYSE listing standards. The Nominating and Corporate Governance Committee has authority to engage legal counsel and other experts or consultants as it deems appropriate to carry out its responsibilities. The Nominating and Corporate Governance Committee's authority, duties and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available in the Investor Relations section of the Company's website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.

Our Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, independence and commitment to rigorously representing the long-term interests of the Company's stockholders. Our Nominating and Corporate Governance Committee also considers such factors as relevant expertise and experience upon which to be able to offer advice and guidance to management, sufficient time to devote to our affairs, demonstrated excellence in their field and the ability to exercise sound business judgment. Our Nominating and Corporate Governance Committee retains the right to modify these qualifications. Candidates for director nominees are reviewed in the context of the current composition of our Board, our operating requirements and the long-term

interests of stockholders. In conducting this assessment, our Nominating and Corporate Governance Committee typically considers judgment, diversity, age, skills, background, experience, and such other factors as it deems appropriate, given the current needs of our Board and TriNet, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee reviews these directors’ overall service to TriNet during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether such candidates are independent for NYSE purposes, which determinations are made based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, where necessary. Our Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates but also may engage, if it deems appropriate, a professional search firm. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board. Our Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Our Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates based on whether or not the candidate was recommended by a stockholder, including the minimum criteria set forth above. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to our Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: One Park Place, Suite 600, Dublin, California 94568. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our common stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Our Nominating and Corporate Governance Committee held six meetings during 2021.

Risk Committee

The primary functions of the Risk Committee include:

•reviewing the Company's Enterprise-wide Risk Management Policy and approach;

•overseeing the operation of the Company's enterprise-wide risk management framework, processes and methodologies;

•reviewing enterprise-level risk management objectives and monitoring management's execution of such objectives;

•reviewing management's reports on risk management processes, methodologies, controls and capabilities;

•reviewing the Company's efforts to foster a culture of risk adjusted decision making without constraining reasonable risk taking and innovation;

•reviewing the adequacy of resources of the Company's risk management functions;

•monitoring relevant trends and developments in the area of enterprise risk management and oversight;

•reviewing the Company's risk profile against its tolerances, including significant risk exposure and risk trends, and the steps management has taken to monitor, control and report such risk exposures and trends;

•monitoring the quality and effectiveness of the Company's technology security and periodically reviewing, appraising and discussing with management the quality and effectiveness of the Company's information technology security, data privacy and disaster recovery capabilities;

•reviewing, approving and monitoring risk management actions for cases escalated to the Committee;

•reviewing reports from the Company's management Enterprise Risk Steering Committee;

•liaising with other committees of the Board or members of management as necessary or desirable to permit those committees to carry out their statutory, regulatory and other responsibilities; and

•considering such other matters and performing such other actions as the Board or Committee deems necessary or advisable in relation to the Committee's risk management oversight function.

Our Board has determined that each member of the Risk Committee is independent under the NYSE listing standards. The Risk Committee meets as often as it determines is appropriate to carry out its responsibilities. The Risk Committee has authority to engage advisers as it deems appropriate to carry out its responsibilities. The Risk Committee's authority, duties and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available in the Investor Relations section of the Company's website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx. Our Risk Committee was formed in March 2021 and held four meetings in 2021.

Stockholder Communications with the Board of Directors

Our Board has adopted a Stockholder Communication Policy to establish procedures for and to encourage stockholder communications with the Board or any of its directors. The Stockholder Communication Policy is available on our website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx. Any interested person also may communicate directly with the presiding lead director or the independent or non-management directors. If you are interested in communicating directly with the independent or non-management directors, please follow the procedures for such communications in our Stockholder Communication Policy.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics (the "Code") that applies to all of our colleagues, executive officers and directors, including those executive officers responsible for financial reporting. Our Code is available on our website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx. We intend to disclose any amendments to this Code or any waivers of its requirements on our website to the extent permitted or required by applicable SEC rules or stock exchange requirements.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. Our Corporate Governance Guidelines set forth the practices our Board intends to follow with respect to board composition and selection, board responsibilities, board meetings and involvement of senior management, CEO performance evaluation and succession planning, and board committees and compensation. Our Corporate Governance Guidelines are available on our website at http://investor.trinet.com/company/investors-relations/governance/documents-charters/default.aspx.

PROPOSAL 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to approve on an advisory basis the compensation of our Named Executive Officers as disclosed in this Proxy Statement, including in the section titled "Compensation Discussion and Analysis" ("CD&A"). This vote is not intended to address any specific item of compensation but rather the overall compensation of all our Named Executive Officers and the executive compensation philosophy, policies and practices described in the CD&A, as well as the related compensation tables and the accompanying narrative disclosure.

Before you vote, we urge you to read the CD&A, as well as the related compensation tables and the accompanying narrative disclosure contained in this Proxy Statement for detailed information on our executive compensation program.

Our Board believes that our executive compensation program strikes an appropriate balance of long- and short-term performance incentives, reinforces the link between executive pay and the Company's long-term performance, and aligns the interests of our Named Executive Officers with those of our stockholders. Accordingly, our Board is asking stockholders to indicate their support for the compensation of our Named Executive Officers, as described in the CD&A in this Proxy Statement, by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to TriNet’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because the vote is advisory, it is not binding on our Board, our Compensation Committee or TriNet. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and our Board and, accordingly, our Board and Compensation Committee will consider the results of this vote in making determinations in the future regarding our executive compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the shares attending our 2022 Annual Meeting live or represented by proxy and entitled to vote on the matter at our 2022 Annual Meeting. The next scheduled say-on-pay vote is expected to be at the 2023 Annual Meeting of Stockholders.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2

PROPOSAL 3

APPROVAL OF AMENDMENT AND RESTATEMENT OF THE TRINET GROUP, INC. 2019 EQUITY INCENTIVE PLAN

In its efforts to attract, motivate and retain highly qualified employees, the Company provides equity-based incentive awards designed to align interests of its employees and other service providers with those of stockholders pursuant to the TriNet Group, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan was initially approved by the Company’s stockholders in May 2019 and enables the Company to provide equity incentives through issuances of stock, restricted stock, stock options, restricted stock units, performance stock units, and other stock-based awards.

We are asking our stockholders to approve an amendment and restatement of the 2019 Plan to increase the authorized number of shares of our common stock reserved for issuance pursuant to future grants made under the 2019 Plan by 4 million shares, and to make certain modifications designed to reflect strong equity plan governance practices as described below.

Considerations for the Amendment and Restatement of the 2019 Plan

In consideration of the proposed amendment and restatement of the 2019 Equity Plan ("2019 Plan"), the Board and the Compensation Committee carefully considered the Company’s anticipated future equity needs, historical equity compensation practices and the advice of the Compensation Committee’s independent compensation consultant. Among the factors considered by the Compensation Committee in determining the proposed increased share reserve under the 2019 Plan were:

•Overhang Percentage. As of March 31, 2022, and as set out in the table below, there were 1,242,958 shares available for future equity awards under the 2019 Plan and approximately 2 million shares subject to outstanding equity awards, which represented approximately 3% of the Company’s shares outstanding. These numbers do not include any additional shares subject to equity awards that may be granted under the 2019 Plan between the date of this Proxy Statement and the 2022 Annual Meeting (such as awards in connection with new hires and promotions). The foregoing numbers also do not reflect the increased share reserve requested under the 2019 Plan for which the Company is seeking approval.


Number of Stock Options Outstanding			—
Weighted Average Exercise Price			—
Weighted Average Term (in years)			—
Number of Full-Value Stock Awards Outstanding			1,539,709
Number of Performance-Based Awards at Target			287,252
Number of Shares Remaining Available for Grant			1,242,958
Common Shares Outstanding as of March 31, 2022			62,258,896

If approved, the proposed increase in the number of shares reserved for issuance pursuant to awards under the 2019 Plan would increase the overhang percentage to approximately 11%.

•Historical Equity Award Grant Rate. Since its adoption of the 2019 Plan, the Company has granted awards covering a total of 1,850,039 shares as of December 31, 2021. The following table sets forth information regarding awards granted and the annualized grant rate for each fiscal year:


Fiscal Year	Stock Options Granted	Full-Value Awards Granted	Performance-Based Awards at Target	Weighted Average Shares Outstanding(1)	Annualized Grant Rate(2)
2019	—	54,050	—	69,605,284	0.08%
2020	—	932,517	183,981	67,474,935	1.65%
2021	—	562,881	116,610	65,816,746	1.03%

(1) The weighted average shares outstanding is calculated as of December 31 of each fiscal year.

(2) The annualized grant rate is calculated as of December 31 of each fiscal year by dividing the number of shares subject to awards granted in such fiscal year by the weighted average shares outstanding.

•Anticipated Duration. Based on the Company’s historical and projected grant practices, the Company believes that the 4 million shares proposed to be added to the 2019 Plan, combined with the existing shares available for grant under the 2019 Plan as of March 31, 2022, will meet the Company’s equity compensation grant needs for approximately three to five years. However, changes in our business and in our recruitment and retention needs could alter this projection.

If stockholders do not approve the proposed share increase to our 2019 Plan, then based on historical usage rates under the 2019 Plan, we believe we may be unable to make adequate equity grants following the fiscal year ending on December 31, 2023 and in future years, and will lose an important compensation tool to attract and retain key executives and employees.

2019 Plan Corporate Governance Best Practices

The 2019 Plan has been designed to incorporate corporate governance best practices to align the Company’s equity compensation programs with the interests of stockholders. Some of the corporate governance best practices included in the 2019 Plan are as follows:

•No repricings. Repricing of any award is not permitted without stockholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.

•No evergreen provisions. The 2019 Plan specifies a fixed number of shares available for future grants and does not provide for any automatic increase based on the number of outstanding shares of our common stock without stockholder approval.

•Clawback of awards. The 2019 Plan provides the Compensation Committee with the authority to subject awards granted under the 2019 Plan to any clawback or recoupment policies that the Company has in effect from time to time.

In addition, if approved, the 2019 Plan as amended and restated would make further modifications as described below, intended to further strike a balance between the potential dilutive impact of equity awards and the Company’s need to continue to recruit and retain highly-qualified personnel to execute the Company’s strategic goals and deliver long-term stockholder value:

•No Dividend Payments on Unvested Awards: The 2019 Plan would prohibit the payment of dividends on equity awards until they become earned and vested.

•Annual Limit on Non-Employee Director Compensation: The grant date fair value of all equity awards granted to any non-employee director, when combined with cash compensation for services as a director, may not exceed $750,000 in any calendar year (consistent with the limit approved by stockholders for the period from 2019-2024 at the Company’s 2019 Annual Meeting of Stockholders).

•Limited Share Recycling: Under the 2019 Plan, shares tendered to or withheld by the Company to pay the exercise price or satisfy withholding obligations arising in connection with the exercise of stock options or SARs granted under the 2019 Plan or its predecessor plan will not be returned to the share reserve.

Summary of the 2019 Plan

The 2019 Plan was initially approved by the Company’s stockholders in May 2019 as a successor to the Company’s 2009 Equity Incentive Plan (the “Prior Plan”). The current amendment and restatement was adopted by the Company’s Board of Directors on March 24, 2022, subject to stockholder approval.

The 2019 Plan provides for the grants of Options (both Non-Qualified Stock Options and Incentive Stock Options), Stock Appreciation Rights (SARs), Restricted Stock, Restricted Stock Units (RSUs), Performance Awards (each as defined in the 2019 Plan) and other cash- and stock-based awards (collectively, “Incentive Awards,” and each an “Incentive Award”) to the Company’s employees, non-employee directors and individual consultants. Any award may be granted alone or in tandem with other awards, and may be granted in addition to, or in substitution for, other types of awards. Compensation payable to Board members in the form of shares will also be paid from the 2019 Plan.

The following paragraphs summarize the material terms of the 2019 Plan, as would be modified by the proposed amendment and restatement, including the provisions regarding eligibility, the types of awards that may be made, and the performance criteria that may be applied to awards. The summary is qualified in its entirety by reference to the full text of the 2019 Plan as amended and restated, which is attached hereto as Appendix A.

Shares Authorized

The Board initially reserved 2.7 million shares of common stock for issuance under the 2019 Plan. If an Incentive Award under the 2019 Plan or Prior Plan is forfeited, canceled, expires, terminates or is otherwise settled in cash without the issuance of shares, the shares subject to such awards will become available for future awards under the 2019 Plan; provided that any shares withheld in respect of taxes or tendered or withheld to pay the exercise price of Options or SARs granted under the 2019 Plan or Prior Plan will not be returned to the share reserve or authorized for future grants shall again be available for grant under the 2019 Plan.

In the event of any dividend or other distribution (other than an ordinary cash dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company, issuance of shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the shares of common stock under the 2019 Plan without receipt of consideration by the Company, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Compensation Committee shall, subject to compliance with Section 409A of the Internal Revenue Code ("IRC") (as defined in the 2019 Plan) and other applicable law, make any or all of the following equitable adjustments as it deems appropriate so as to ensure no undue enrichment or harm (including by payment of cash): (i) the number and type of shares or other securities that thereafter may be made the subject of awards, including the aggregate limits under the 2019 Plan; (ii) the number and type of shares or other securities subject to outstanding awards; and (iii) the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award. The Compensation Committee, in its sole discretion, may also make such adjustments to the terms of any awards to reflect, or related to, such changes in the capital structure of the Company or distributions, as it deems appropriate, including modifications of performance goals or performance periods applicable to any Performance Award.

If the proposed amendment and restatement of the 2019 Plan is approved by stockholders, the total authorized shares will be 6.7 million, which includes the initial 2.7 million shares authorized in 2019 and the 4 million shares authorized by stockholders in connection with this amendment and restatement.

Purpose

The purpose of the 2019 Plan is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its stockholders.

Eligibility

The Company’s employees, non-employee directors and individual consultants are eligible to receive awards under the 2019 Plan to the extent the receipt of such awards is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. As of December 31, 2021, there were approximately 461 employees, 11 non-employee directors and 0 individual consultants eligible to receive awards under the 2019 Plan. The basis for participation in the 2019 Plan is the Compensation Committee’s decision, in its sole discretion, that an Incentive Award to an eligible participant will further the 2019 Plan’s purposes of motivating and rewarding participants to perform at the highest level and contribute to the Company’s success. In exercising its discretion, the Compensation Committee may consider the recommendations of management and the purposes of the 2019 Plan.

The grant date fair value of all equity awards (as determined by ASC 718) granted to any non-employee director, when combined with cash compensation for services as a director, may not exceed $750,000 in any calendar year.

Administration

The 2019 Plan is administered by the Compensation Committee, unless another committee is designated by the Board. The Compensation Committee may delegate the authority to grant awards under the 2019 Plan, to the extent permitted by applicable law, to (i) one or more officers of the Company (except that such delegation will not be applicable to any award for a person then covered by Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)) and (ii) one or more committees of the Board. All decisions of the Compensation Committee are final, conclusive and binding upon all parties.

The Compensation Committee has authority under the 2019 Plan to:

•identify participants;

•determine the types of Incentive Awards to grant and the number of shares to be covered by Incentive Awards;

•determine the terms and conditions of outstanding Incentive Awards, whether Incentive Awards may be settled or exercised in cash, property, net settlement or any combination thereof, the circumstances under which Incentive Awards may be canceled, forfeited or suspended, and whether Incentive Awards may be deferred automatically, or at the election of the holder or the Compensation Committee;

•determine the circumstances in which, and the extent to which, an Incentive Award may be accelerated, exercised, settled, vested, paid or forfeited in the event of a participant’s termination of service;

•determine whether dividend equivalents will be provided for RSUs and Performance Awards (each as defined in the 2019 Plan), provided that any such dividend equivalents will be subject to the same restrictions and vesting conditions as the underlying Incentive Award;

•amend the terms of any outstanding Incentive Awards;

•correct any defect, supply any omission or reconcile any inconsistency in the 2019 Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the 2019 Plan into effect;

•interpret and administer the 2019 Plan and any instrument or agreement relating to, or Incentive Awards made under, the 2019 Plan;

•establish, amend, suspend or waive rules and regulations and appoint agents, trustees, brokers, depositories and advisors and determine the terms of their engagement, in each case, as it deems appropriate for the proper

administration of the 2019 Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and

•

SEC Form DEF 14A filed by TriNet Group Inc.