Sector: Industrials
TRINET GROUP INCINARY · Meeting: May 27, 2026
Directors FOR
0
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Election of Michael J. Angelakis, David C. Hodgson, Jacqueline Kosecoff and Michael Q. Simonds as Class III Directors
Against Analysis
Mr. Angelakis has served since 2017 and bears full accountability for TNET's severe stock underperformance — the company's shares lost about 52% over three years while the company's own disclosed peer group lost only about 12% on average, a gap of roughly 41 percentage points that far exceeds the 20-point threshold required to trigger an AGAINST vote; the 5-year record does not provide relief as the gap persists over that longer window as well.
Mr. Hodgson has been on the board since 2005 and has served as Board Chair since 2018, giving him the longest tenure and highest level of oversight accountability of any nominee; TNET's shares declined roughly 52% over three years while the peer group median fell only about 12%, a 41-percentage-point gap that well exceeds the policy's 20-point trigger, and the same underperformance persists over five years, so no longer-term mitigant applies.
Dr. Kosecoff joined the board in January 2020, meaning her tenure covers more than five years and essentially the entire period of severe underperformance; TNET's shares lost about 52% over three years against a peer median loss of only about 12%, a gap of roughly 41 percentage points exceeding the 20-point threshold, and the 5-year track record shows the same persistent underperformance with no mitigating recovery.
As CEO and a director since February 2024, Mr. Simonds joined while TNET's underperformance was already well established, which is meaningful mitigating context; however, his tenure of approximately 27 months now exceeds the 24-month new-director exemption, and under the policy the TSR trigger applies proportionally — his tenure covers less than half of the three-year measurement period, so while the trigger formally fires, shareholders should weigh that he inherited a difficult situation and has only recently begun implementing his turnaround strategy, making this a close call that nonetheless results in an AGAINST under a strict policy reading.
For Analysis
All four Class III director nominees receive an AGAINST vote determination due to TNET's severe and persistent stock underperformance relative to its own disclosed peer group. Over three years, TNET's shares lost approximately 52% while the peer group median lost only about 12%, a gap of roughly 41 percentage points that far exceeds the policy's 20-point trigger threshold applicable when absolute returns are negative. The 5-year track record (-53% for TNET vs. -13.5% peer median, a -39.5pp gap) also exceeds the threshold, so no longer-term mitigant applies for the longer-tenured directors. Mr. Simonds receives an AGAINST on a proportional basis given his tenure just exceeded the 24-month exemption window, though his short tenure as an inherited-situation CEO is noted as meaningful mitigating context.
CEO
Michael Q. Simonds
Total Comp
$10,552,055
Prior Support
98%%
The core concern is pay-for-performance misalignment: TNET's stock lost about 52% over three years while the company's own peer group lost only about 12% on average — a gap of roughly 41 percentage points — yet the compensation committee awarded performance stock units at 124% of target and annual cash bonuses ranging from 72% to 98% of target for fiscal 2025. While the company did meet certain internal financial metrics (professional service revenue and earnings per share exceeded targets), the incentive compensation plan's performance measures are short-term internal financial targets that do not capture the shareholder experience; shareholders who held TNET stock over this period lost more than half their investment while executives received above-target incentive payouts, which is precisely the disconnect the pay-for-performance alignment check in this policy is designed to catch. The prior year's 98% say-on-pay support does not change this analysis, as that vote was cast before the full extent of the multi-year underperformance relative to peers became apparent in the current period.
Auditor
Deloitte & Touche LLP
Tenure
9 yrs
Audit Fees
$4,988,000
Non-Audit Fees
$157,000
Non-audit fees (tax services of $157,000) represent only about 3% of audit fees ($4,988,000), well below the 50% threshold that would raise independence concerns; Deloitte has served as auditor since 2017 (approximately 9 years), comfortably below the 25-year tenure threshold; and Deloitte is a Big Four firm appropriate for a company of TNET's size and complexity.
The 2026 TriNet annual meeting presents a straightforward AGAINST determination on all four director nominees and on executive compensation due to severe and persistent stock underperformance — TNET's shares lost roughly 52% over three years while the company's own peer group lost only about 12%, a gap nearly double the policy's trigger threshold — combined with a pay program that awarded above-target incentive payouts despite shareholders losing more than half their investment. The only FOR determination is on auditor ratification, where Deloitte & Touche's fees, tenure, and qualifications all pass the policy's screens cleanly.
15 companies disclosed in 2026 proxy filing
