Document

DEF 14A 1 a123120tnetschedule14a.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)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 27, 2021

Dear Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of TRINET GROUP, INC., a Delaware corporation, which will be held virtually on Thursday, May 27, 2021, at 9:00 a.m., Pacific Time (the "2021 Annual Meeting").

We are holding the 2021 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:



1. To elect five Class I directors to hold office until the 2024 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 indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our Named Executive Officers;

4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; 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 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2021, 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 2021 Annual Meeting is March 31, 2021. Only stockholders of record at the close of business on that date may vote at our 2021 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 14, 2021, 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. Whether or not you plan to attend the 2021 Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. 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 2021 Annual Meeting and to vote your shares at the 2021 Annual Meeting.

We appreciate your continued support of TriNet.

By Order of the Board of Directors,

Samantha Wellington

Secretary

April 14, 2021


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 2021 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			14
Independence of the Board of Directors			14
Board Leadership Structure			14
Role of the Board in Risk Oversight			14
Meetings of the Board of Directors			15
Information Regarding Committees of the Board of Directors			16
Stockholder Communications with the Board			23
Code of Business Conduct and Ethics			23
Corporate Governance Guidelines			23
Proposal 2: Advisory Vote on Named Executive Officer Compensation			24
Proposal 3: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation			25
Proposal 4 : Ratification of Selection of Independent Registered Public Accounting Firm			26
Principal Accountant Fees and Services			27
Pre-Approval Policies and Procedures			27
Security Ownership of Certain Beneficial Owners and Management			28
Delinquent Section 16(a) Reports			30
Executive Officers			31
Compensation Committee Report			32
Executive Compensation			33
Compensation Discussion and Analysis			33
Named Executive Officers			33
Compensation Philosophy and Objectives			33
Executive Compensation Policies and Practices			34
Oversight and Design of our Compensation Program			35
Use of Competitive Market Data			37
Compensation Elements			38
Compensation Mix			39
Pay for Performance in 20 20			41
Performance Highlights			41
20 20 Executive Bonus Plan Performance			42
20 20 Performance-based Restricted Stock Unit Award Performance			43
20 20 Performance-based Compensation Summary			43
20 20 Total Direct Compensation Highlights			44
20 20 Executive Compensation			45
202 1 Executive Compensation			51
Employment Agreements			54
Severance/Change in Control Benefits			54
Other Compensation Policies			54
Tax and Accounting Considerations			55
Stockholder Support for Our Executive Compensation Program			56


Compensation Related Risk			56
20 20 Summary Compensation Table			57
20 20 Grants of Plan-Based Awards Table			59
Outstanding Equity Awards at December 31, 20 20 Table			61
20 20 Option Exercises and Stock Vested Table			63
Employment Arrangements			64
Potential Payments Upon Termination or Change in Control			66
20 20 Pay Ratio Disclosure			68
Non-Employee Director Compensation			69
2020 Director Compensation Table			70
Securities Authorized for Issuance Under Equity Compensation Plans			71
Equity Compensation Plan Information			71
Transactions with Related Persons			72
Householding of Proxy Materials			74
Other Matters			75

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

PROXY STATEMENT

FOR THE 2021 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 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), including at any adjournments or postponements of the 2021 Annual Meeting. In this Proxy Statement for the 2021 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 2021 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 request to receive 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 14, 2021 to all stockholders of record entitled to vote at our 2021 Annual Meeting. We may send you a proxy card, along with a second Notice, on or after April 27, 2021.

Where and at what time is the 2021 Annual Meeting?

Our 2021 Annual Meeting will be held on Thursday, May 27, 2021, at 9:00 a.m., Pacific Time. The 2021 Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2021 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 2021 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, 2021.

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 2021 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 Katherine August-deWilde, H. Raymond Bingham, Ralph A. Clark, Maria Contreras-Sweet, and Shawn Guertin as Class I directors

Nominees receiving the most “For” votes

FOR each Nominee

None

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

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

FOR

Against

None

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our Named Executive Officers

The frequency receiving the highest number of votes from the holders of shares present in person or represented by proxy and entitled to vote on the matter

EVERY YEAR

None

Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021

“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

In addition, you may vote on any other business as may properly come before the 2021 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. You may vote "Every Year," "Every Two Years" or "Every Three Years" on the frequency of the advisory vote on our Named Executive Officers' compensation or abstain from voting. 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 second year that we have implemented a virtual format for our Annual Meeting. Based on our experience at the 2020 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 2021 Annual Meeting?

Only stockholders of record at the close of business on March 31, 2021, will be entitled to vote at our 2021 Annual Meeting. Beneficial owners can vote their shares live at our 2021 Annual Meeting so long as they obtain a valid proxy from their broker, bank or other agent. On the record date of March 31, 2021, there were 65,881,233 shares of common stock outstanding and entitled to vote.

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

If, on March 31, 2021, 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 2021 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 2021 Annual Meeting and vote live even if you have already voted by proxy.

If, on March 31, 2021, 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 for you. Read the question titled "Who is a beneficial owner and how do they vote?" below.

Even if you plan to attend our 2021 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 2021
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 2021 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 26, 2021, 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 26, 2021, 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 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/TNET2021, 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 2021 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 2021 Annual Meeting.

Who is a beneficial owner and how do they vote?

If, on March 31, 2021, 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 2021 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 for you. Read the question titled "Who is a stockholder of record and how do they vote?" above.

Even if you plan to attend our 2021 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 2021 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 2021 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 2021 Annual Meeting live or are represented by proxy. On the record date, March 31, 2021, there were 65,881,233 shares outstanding and entitled to vote. Thus, the holders of 32,940,617 shares must attend the 2021 Annual Meeting live or be presented by proxy at our 2021 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 2021 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 2021 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 2021 Annual Meeting, your shares will not be voted or be counted as present at the 2021 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 2021 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 (advisory approval of annual advisory votes on named executive compensation), 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 2021 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 (advisory approval of annual advisory votes on Named Executive Officer compensation) absent direction from you, as they are considered "non-routine" matters.

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

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all five nominees for director, “For” the advisory approval of executive compensation, for "Every Year" as the preferred frequency of advisory votes on Named Executive Officer compensation, and “For” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 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 2021 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 2021 Annual Meeting. In addition to these proxy materials, members of our Board and our employees also may solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We also may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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

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

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

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

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

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

•you may send a timely 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 2021 Annual Meeting and vote live.

Your most current proxy card or telephone or Internet proxy at the time of the 2021 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 2021 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 2022 Annual Meeting of Stockholders?

To be considered for inclusion in our 2022 proxy materials, your proposal (including a director nomination) must be submitted in writing by December 15, 2021 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 2022 Annual Meeting of Stockholders is held before April 27, 2022, or after June 26, 2022, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2022 Annual Meeting of Stockholders. If you wish to submit a proposal (including a director nomination) that is not to be included in our 2022 proxy materials, the proposal must be received by our Secretary not earlier than the close of business on January 27, 2022, and not later than the close of business on February 26, 2022; provided, however, that if our 2022 Annual Meeting of Stockholders is held before April 27, 2022, or after June 26, 2022, 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 2021 Annual Meeting?

Preliminary voting results will be announced at our 2021 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 2021 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. Katherine August-deWilde, H. Raymond Bingham, Ralph A. Clark, Maria Contreras-Sweet, and Shawn Guertin are Class I directors whose term of office expires at the 2021 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 2021 Annual Meeting, each of these nominees would serve until our 2024 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 2021 Annual Meeting, or represented by proxy, and entitled to vote on the election of directors at our 2021 Annual Meeting. This means that the five 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 five 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 2020, all of the directors then in office attended our 2020 Annual Meeting of Stockholders.

The following is a brief biography of each nominee for election at our 2021 Annual Meeting and each director whose term will continue after our 2021 Annual Meeting.

Nominees for Election


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) Compensation Committee (Member) H. Raymond Bingham, age 75, has been a member of our Board since July 2008 and served as the Chair of our Board from January 2010 to May 2018. He 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, he 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. He 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, he 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 Ralph Clark, age 62, serves as the President and CEO of ShotSpotter, Inc., a publicly traded (NASDAQ SSTI) SaaS based acoustic surveillance and precision policing solutions company. The company is focused on law enforcement agencies and security personnel globally and includes over 100 municipalities and their respective LE agencies as clients. Mr. Clark joined ShotSpotter in 2010 and led the business model and technology transformation resulting in ShotSpotter's category leading platform expansion, sustained revenue growth and recent full year GAAP profitability. Mr. Clark successfully orchestrated ShotSpotter's initial public offering in 2017 bringing on high quality institutional investor firms such as Gilder Gagnon and Federated as public market institutional investors. The company's market capitalization has grown since going public and is recognized as a market pioneer and leader in precision policing solutions. 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 for approximately $100 million. Mr. Clark is proud to have started his career as an IBM large systems marketing representative in the early 1980's working in Seattle with primary responsibility for large systems sales to Boeing Computer Services. After business school, Mr. Clark spent three years in investment banking with Goldman Sachs and Merrill Lynch prior to moving back to his hometown in Oakland, California to re-pursue a career in leading high growth technology companies. 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 (Member) Maria Contreras-Sweet, 65, has been a director since November 2020. In October 2017, she 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 mid-size companies. From April 2014 through January 2017, she 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, 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. She was Co-Founder and Managing Partner of Fortius Holdings from 2004 to 2006. Prior to that, she 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 she 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. She is a director of Sempra Energy, Regional Management Corporation 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, she 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. She 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.


Director since 2020 Independent			Shawn Guertin Risk Committee (Chair) Audit Committee (Member) Shawn Guertin, age 57, has been a member of our Board since January 2020. While at Aetna, Inc., Mr. Guertin served as Executive Vice President, Chief Financial Officer and Chief Enterprise Risk Officer from January 2014 to May 2019 and as Senior Vice President, Chief Financial Officer and Chief Enterprise Risk Officer from February 2013 to January 2014, where he was responsible for overseeing a plethora of finance related duties, mergers and acquisitions and risk management. Prior to these roles, while at Aetna, Inc., he served as the Head of Business Segment Finance from April 2011 to February 2013. Prior to joining Aetna, Inc., from 2010 to 2011, he served as a consultant to Coventry Health Care. Prior to this role, while at Coventry HealthCare, from 2005 to 2009, he served as a Chief Financial Officer and Treasurer and, from 1998 to 2004, as Senior Vice President and Chief Actuary. In September 2020, Mr. Guertin joined the board of directors of Da Vita. Mr. Guertin holds a B.A. from Boston University. The Nominating and Corporate Governance Committee believes that Mr. Guertin is qualified to serve on our Board based on his significant management experience in the healthcare industry and his experience as a chief financial officer and chief enterprise risk officer of a public company.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE

Directors Continuing in Office Until Our 2022 Annual Meeting of Stockholders


Director since 1988 Independent			Martin Babinec Martin Babinec, age 66, 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 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.


Director since 2015 Independent			Paul Chamberlain Audit Committee (Member) Paul Chamberlain, age 57, 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. He 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. He 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 Audit Committee (Chair) Risk Committee (Member) Wayne B. Lowell, age 65, 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, he 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, he 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.

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 56, 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, he 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 since March 2021 and of Groupon, Inc. since April 2016. He 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 65, 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 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 64, 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. He 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. He serves on the board of directors of Johns Hopkins HealthCare and Johns Hopkins Medicine International. He 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 boards 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) Jacqueline Kosecoff, age 71, 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 (company went public in September 2020), Houlihan Lokey since June 2016, Sealed Air Corporation since May 2005 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 boards of directors of other public companies.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

Our Board has undertaken a review of its composition, the composition of its committees and of the independence of each 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 (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 authority, among other things, 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.

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 newly formed Risk Committee reviews the design of our enterprise risk management program, monitors our 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 Audit Committee considers and discusses our major financial risk exposures and management actions to monitor and control these exposures, monitors our compliance with legal and regulatory 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 (our "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 committee chairs are responsible for promptly reporting findings regarding material risk exposures to the Board.

Meetings of the Board of Directors

Our Board held seven meetings during 2020. In 2020, each of our directors attended at least 75% of our 2020 Board meetings, and of the meetings of each committee on which they served, that were held during their service as a Board member in 2020. In addition, our non-management directors met five times in 2020 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: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a newly formed Risk Committee. The following table provides membership for each of our Board committees as of April 14, 2021:

Audit Committee

The primary functions of our Audit Committee include:

•assist 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;

•conduct an annual assessment of the performance of the Audit Committee, and periodically review and assess the adequacy of its charter;

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

•prepare the Committee report that the SEC rules require to be included in the Company’s annual proxy statement.

Our Board has determined that each member of our 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 Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

Our Audit Committee has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. Our Audit Committee meets regularly in executive session. Our 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 Audit Committee held nine meetings during 2020.

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

The Audit Committee has reviewed and discussed the Company's audited financial statements for the fiscal year ended December 31, 2020 with our management. The 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 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 Audit Committee concerning independence, and has discussed with our independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the 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, 2020.


			Wayne B. Lowell
			Paul Chamberlain
			Shawn Guertin

(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:

•determine and approve goals and objectives for our executive compensation program, evaluate executive performance against those goals and objectives, and approve 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;

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

•oversee administration of our equity incentive plans, establish guidelines, interpret plan documents, approve grants and awards, and exercise such other power and authority as may be permitted or required under such plans;

•review and recommend to our Board the adoption, amendment and termination of our equity incentive plans;

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

•assess 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;

•review and discuss 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;

•prepare and review 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;

•investigate 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;

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

•conduct 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 four meetings during 2020.

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 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, or be 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 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 three members of the Compensation Committee, Mses. August-deWilde and Kosecoff and Mr. Bingham. The primary purpose of the Equity Award Committee is to administer the Company's equity incentive plan 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 our Company's CEO the authority, subject to certain limitations such as the maximum value for each award, to grant restricted stock unit awards ("RSU Awards") to certain non-executive employees and consultants of the Company, in connection with their hiring or promotion, pursuant to the terms of such policy and the Company's equity incentive plan. In March 2021, this authority was expanded to annual RSU Awards to certain non-executive employees and consultants of the Company.

Under its charter, our Compensation Committee has full access to all of our books, records, facilities and personnel. In addition, under the charter, 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 2020, after taking these factors into consideration, our Compensation Committee determined that Compensia, Inc., its 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. 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 Compensia, see the section titled "Compensation Discussion and Analysis-Oversight and Design of our Compensation Program-Role of Compensation Consultant" below.

In July 2019, for the 2020 fiscal year, Compensia 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 Compensia and management, our Compensation Committee established our 2020 executive compensation program, which is discussed in the section titled "Compensation Discussion and Analysis" beginning on page 33.

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, which in 2020 included compensation for a new Chief Financial Officer), 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 the 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 2020 are described in greater detail in the section titled “Compensation Discussion and Analysis” beginning on page 33.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has 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:

•review and evaluate the size, composition, function and duties of the Board consistent with its needs;

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

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

•recommend directors for appointment to Board committees;

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

•oversee the evaluation of the Board; and

•develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and oversee compliance with such Corporate Governance Guidelines and Code of Business Conduct and Ethics.

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 diversity, age, skills 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 may also 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 2020.

Risk Committee

The primary functions of the Risk Committee include:

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

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

•review enterprise-level risk management objectives and monitor management's execution of such objectives;

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

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

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

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

•review 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;

•monitor the quality and effectiveness of the Company's technology security and periodically review, appraise and discuss with management the quality and effectiveness of the Company's information technology security, data privacy and disaster recovery capabilities;

•review, approve and monitor risk management actions for cases escalated to the Committee; and

•consider such other matters and perform 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 newly formed in March 2021 and, as a result, did not hold any meetings in 2020.

Stockholder Communications with the Board

Our Board has adopted a Stockholder Communication Policy, which includes a formal process by which stockholders may communicate 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. Persons interested in communicating directly with the independent or non-management directors regarding their concerns or issues are referred to 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 corporate employees, 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") beginning on page 33. 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 of 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 2021 Annual Meeting live or represented by proxy and entitled to vote on the matter at our 2021 Annual Meeting. Unless our Board decides to modify its policy regarding the frequency of soliciting advisory votes on the compensation of our Named Executive Officers, after considering the results of the advisory vote of stockholders on Proposal 3 of this Proxy Statement, the next scheduled say-on-pay vote is expected to be at the 2022 Annual Meeting of Stockholders.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2

PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), and Section 14A of the Exchange Act enable our stockholders, at least once every six years, to indicate their preference regarding how frequently we should solicit a non-binding advisory vote on the compensation of our Named Executive Officers as disclosed in our proxy statement. Following the 2015 Annual Meeting of Stockholders, we have solicited the advisory vote of stockholders on our Named Executive Officers’ compensation annually. In accordance with the Dodd-Frank Act, we are asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. Alternatively, stockholders may abstain from casting a vote.

After considering the benefits and consequences of each alternative, the Board recommends that the advisory vote on the compensation of our Named Executive Officers be submitted to the stockholders once every year. In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, stockholders on corporate governance matters and executive compensation philosophy, policies and practices.

While the Board believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our Named Executive Officer compensation practices should be held every year, every other year or every three years. The alternative among one year, two years or three years that receives the highest number of votes from the holders of shares present in person or represented by proxy and entitled to vote on the matter at the annual meeting will be deemed to be the frequency preferred by the stockholders. The Board is asking the stockholders to cast a non-binding advisory vote with respect to the following resolution:

“RESOLVED, that the Company's stockholders determine, on an advisory basis, the frequency with which the Company's stockholders shall have an advisory vote to approve the compensation of the Company's Named Executive Officers, among the following choices:

Choice 1 - every year;

Choice 2 - every two years;

Choice 3 - every three years; or

Choice 4 - abstain from voting"

The Board and the Compensation Committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider the stockholders’ preference and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on the Board or TriNet, the Board may decide that it is in the best interests of the stockholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of management or the Board.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF "EVERY YEAR" ON PROPOSAL 3

PROPOSAL 4

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for the fiscal year ending December 31, 2021, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by our stockholders at our 2021 Annual Meeting. Deloitte & Touche has audited our financial statements since 2017. Representatives of Deloitte & Touche are expected to be present at our 2021 Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte & Touche to our stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee will reconsider whether or not to retain Deloitte & Touche. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of TriNet and our stockholders.

The Board is asking the stockholders to ratify the selection of Deloitte & Touche LLP as TriNet's independent registered public accounting firm and vote "FOR" the following resolution:

"RESOLVED, the stockholders hereby ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021."

The affirmative vote of the holders of a majority of the shares attending our 2021 Annual Meeting live or represented by proxy and entitled to vote on the matter at our 2021 Annual Meeting will be required to ratify the selection of Deloitte & Touche.

Principal Accountant Fees and Services

On May 6, 2016, our Audit Committee approved the engagement of Deloitte & Touche as the Company’s independent registered public accounting firm.

The following table summarizes the aggregate fees billed and accrued for professional services provided by Deloitte & Touche during our fiscal years 2020 and 2019. These fees were approved pursuant to the pre-approval policies and procedures described below.


	Fiscal Year Ended December 31,
($ in thousands)	2020		2019
Audit Fees(1)	$	6,177	$	6,908
Audit-related Fees(2)	67		40
Tax Fees(3)	236		139

All Other Fees(4)	4		174
Total Fees	$	6,484	$	7,261

(1)Audit Fees included fees for professional services rendered for the audits of the Company’s 2020 and 2019 annual consolidated financial statements included in the Company's Annual Report on Form 10-K and reviews of the quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q.

(2)Audit-related Fees for the fiscal years ended December 31, 2020 and 2019 consist of assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported under audit fees. Amounts include fees for services provided in connection with registration statements and merger and acquisition due diligence services.

(3)Tax Fees include fees for tax compliance, tax advice and tax planning, and other tax services.

(4)All Other Fees include fees for other audit and review engagements.

All fees described above were pre-approved by the Audit Committee.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted a policy for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. This policy generally requires pre-approval of the specified services in the defined categories of audit services, audit-related services and tax services. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of our Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Our Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche is compatible with maintaining Deloitte & Touche's independence.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 4

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2021, information regarding beneficial ownership of our common stock by:

•each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

•each of our Named Executive Officers;

•each of our directors and nominees for director; and

•all of our current executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o TriNet Group, Inc., One Park Place, Suite 600, Dublin, California 94568.


	Beneficial Ownership(1)
Beneficial Owner	Number of Shares	Percent of Total
5% Holders (other than Directors and Named Executive Officers):
Atairos Group, Inc.(2)	21,472,863	32.6	%
Wellington Management Group LLC(3)	5,950,773	9.0	%
The Vanguard Group(4)	4,181,718	6.3	%
Cantillon Capital Management LLC(5)	4,009,377	6.1	%
ArrowMark Colorado Holdings, LLC(6)	3,368,498	5.1	%
Directors:
Michael J. Angelakis(7)	21,472,863	32.6	%
Katherine August-deWilde(8)	93,533	*
Martin Babinec(9)	3,232,153	4.9	%
H. Raymond Bingham(10)	124,413	*
Paul Chamberlain(11)	33,959	*
Ralph A. Clark(12)	59	*
Maria Contreras-Sweet(13)	921	*
Burton M. Goldfield(14)	700,650	1.1	%
Shawn Guertin(15)	5,984	*
David C. Hodgson(16)	116,627	*
Jacqueline Kosecoff(17)	5,984	*
Wayne B. Lowell(18)	106,091	*
Non-Director Named Executive Officers:
Edward Griese(19)	18,642	*
Olivier Kohler(20)	53,949	*
Kelly Tuminelli	—	*
Samantha Wellington(21)	27,443	*
All executive officers and directors as a group (15 persons)(22)	25,974,629	39.3	%


*			Less than one percent.

(1)This table is based upon information supplied by executive officers, directors and certain principal stockholders and Schedules 13D and 13G and Form 4s filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated in the footnotes to this table, applicable percentages are based on 65,881,233 shares outstanding on March 31, 2021, adjusted as required by rules promulgated by the SEC. Common stock subject to stock options currently exercisable or exercisable within 60 days of March 31, 2021, or issuable upon settlement of RSUs within 60 days of March 31, 2021, is deemed to be outstanding for computing the percentage ownership of the person holding these options or RSUs and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.

(2)Based on information supplied in a Schedule 13D/A filed with the SEC on March 17, 2020 and a Form 4 filed with the SEC on March 26, 2021 reporting beneficial ownership of (i) 17,691,312 shares directly held by AGI-T, L.P., (ii) 3,758,947 shares directly held by A-A SMA, L.P., and (iii) 22,604 shares directly held by Michael J. Angelakis that previously were issued to him upon the vesting of RSUs granted to Mr. Angelakis. A-T Holdings GP, LLC is the general partner of AGI-T, L.P. Atairos Group, Inc. is the sole member and manager of A-T Holdings GP, LLC and the sole limited partner of AGI-T, L.P. A-A SMA GP, LLC is the general partner of A-A SMA, L.P. Atairos Group, Inc. is the sole member and manager of A-A SMA GP, LLC and the sole limited partner of A-A SMA, L.P. Atairos Partners, L.P. is the sole voting stockholder of Atairos Group, Inc. Atairos Partners GP, Inc. is the general partner of Atairos Partners, L.P. Mr. Angelakis is the Chairperson and Chief Executive Officer of Atairos Group, Inc. and directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc. Each of Mr. Angelakis, Atairos Group, Inc. and the other entities described above disclaims beneficial ownership of the securities described in clauses (i)-(iii) above except to the extent of its pecuniary interest therein. According to the Schedule 13D/A, the address for Atairos Group, Inc. is 40 Morris Avenue, c/o Atairos Management, L.P., Bryn Mawr, Pennsylvania 19010.

(3)Based on information jointly supplied by Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP (collectively, "Wellington") and Wellington Management Company LLP in a Schedule 13G/A filed with the SEC on February 4, 2021. According to the Schedule 13G/A, Wellington has shared power to vote or direct the vote of up to 5,097,071 shares and shared power to dispose or to direct the disposition of up to 5,950,773 shares as of December 31, 2020, and Wellington Management Company LLP has shared power to vote or direct the vote of up to 4,551,592 shares and shared power to dispose or to direct the disposition of up to 4,988,972 shares as of December 31, 2020. According to the Schedule 13G/A, the address for Wellington is 280 Congress Street, Boston, Massachusetts 02210.

(4)Based on information supplied by The Vanguard Group ("Vanguard") in a Schedule 13G/A filed with the SEC on February 10, 2021. According to the Schedule 13G/A, Vanguard has sole power to dispose or to direct the dispo

SEC Form DEF 14A filed by TriNet Group, Inc.