Trinity Capital (TRIN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, to be held virtually, with voting and Q&A available online.

• Key items include re-election of two directors and ratification of Ernst & Young LLP as auditor for 2025.

• Board recommends voting FOR all proposals; proxy materials are available online, with options for electronic or mail voting.

• Board is transitioning to a declassified structure by 2027, with all directors then elected annually.

Voting matters and shareholder proposals

• Proposals: (1) re-elect Irma Lockridge and Steven L. Brown as directors for two-year terms; (2) ratify Ernst & Young LLP as independent auditor for 2025; (3) transact other business as may arise.

• Majority of votes cast required for approval; abstentions and broker non-votes have no effect.

• Shareholders may submit proposals for the 2026 meeting by December 31, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of six members, currently divided into three classes; will be declassified in 2027.

• Four independent directors; two interested directors (executive officers).

• Board committees: Audit, Compensation, and Nominating, all composed solely of independent directors.

• Lead Independent Director role established to enhance oversight and communication.

• All directors attended at least 75% of meetings in 2024.