TriNet Group (TNET) Proxy filing summary

Executive summary

• Focused on strengthening business fundamentals, enhancing customer experience, and leveraging AI to improve efficiency and service quality in 2025.

• Completed comprehensive health fee repricing to stabilize insurance costs and invested in sales and technology capabilities.

• Achieved record Net Promoter Score, expanded ASO offerings, and introduced AI-powered TriNet Assistant for HR support.

• Maintained strong financial discipline, reduced operating expenses, generated solid free cash flow, and returned capital to shareholders via dividends and buybacks.

• Entering 2026 with a focus on supporting SMBs through technology, expertise, and human support for sustainable growth.

Voting matters and shareholder proposals

• Election of four Class III directors: Michael J. Angelakis, David C. Hodgson, Jacqueline Kosecoff, and Michael Q. Simonds.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, with a majority being independent; only the CEO is not independent.

• Board is divided into three classes with staggered three-year terms.

• Board Chair and CEO roles are separated to reinforce independence.

• Four standing committees: Finance and Audit, Compensation and Human Capital Management (CHCM), Nominating and Corporate Governance, and Risk.

• Committees oversee financial reporting, executive compensation, governance, and risk management.

• Annual board and committee evaluations, director education, and succession planning are in place.