TRINET GROUP, INC. TNET

37% shingled-prose overlap between the two filings.

2025: 108,981 chars · 2026: 125,081 chars

• Committee Report:16% overlap (6,000 → 5,999 chars)
• Pay Ratio (Item 402(u)):44% overlap (15,499 → 14,524 chars)
• Say-on-Pay proposal:81% overlap (2,478 → 2,479 chars)

• changedThis Compensation Discussion and Analysis ("CD&A") describes our executive compensation philosophy, policies, objectives and practices during 2025, 2024,the material elements of our executive compensation program, the executive compensation decisions made by the CHCM Committee in 2025 2024and the key factors that contributed to those decisions.
• changedThe CD&A is primarily focused on compensation decisions and policies related to our Named Executive Officers ("NEO") in 2025. 2024.
• changedFor the fiscal year ended December 31, 2025, 2024,our NEOs were:
• changedSimondsPresident and Chief Executive OfficerMala MurthyExecutive OfficerKellyTuminelliExecutiveVice President, Chief Financial Officer Jay VenkatExecutive Vice President, Strategy, Products, and TransformationJeffery HaywardExecutive HaywardSeniorVice President, Chief Services & Technology Officer(1)Anthony OfficerAnthonyShea TreadwaySenior Vice President, Chief Revenue OfficerKelly TuminelliFormer Executive Vice President, Chief Financial Officer OfficerBurtonM.
• new(1)Mr. Hayward was promoted from Senior Vice President, Chief Technology Officer to Executive Vice President, Chief Services & Technology Officer, effective March 16, 2026.
• newExecutive Transition
• newMs. Murthy was appointed as the Company’s Executive Vice President, Chief Financial Officer to succeed Ms. Tuminelli, effective November 28, 2025.
• changedAsdescribedfurtherbelow,The CHCM Committee worked with its independent compensation consultant to design a compensation package intended to appropriately incentivize Ms. Murthy Mr.Simondsin her hisnew role atthehelmoftheCompanyand to establish long-term alignment with the creation of shareholder value.
• newCertain one-time awards as described below also were approved by the CHCM Committee following consideration of Ms. Murthy's foregone compensation opportunities with her prior employer.
• newIn connection with Ms. Murthy's appointment, the CHCM Committee approved (i) a one-time new hire time-based restricted stock unit award ("RSU") with a target value of $500,000, which will vest in full on December 15, 2026, subject to Ms. Murthy's continued service, and (ii) a one-time, time-based RSU with a target value of $4.1 million vesting over a four-year vesting period subject to Ms. Murthy's continued service.
• changedMs. Murthy Mr.Simondsalso received a one-time cash sign-on bonus of $500,000, $3million,which is subject to repayment if Ms. Murthy Mr.Simondsresigns or is terminated for cause within the hisfirst 12 24months of employment.
• changedThe amount subject to repayment in such case would be the total sign-on bonus amount reduced by 1/12 1/24for each completed month of employment.
• newIn addition, the CHCM Committee approved payment of Ms. Murthy’s target annual cash bonus for 2025, pro-rated for her partial year of employment, based solely on her continued service through the applicable payment date.
• new2026 NOTICE AND PROXY STATEMENT29
• newTo support a smooth transition in the leadership of the Company, Ms. Tuminelli entered into a transition agreement with the Company on October 25, 2025, pursuant to which she provided transition services to the Company in a non-executive role from November 28, 2025 until her separation from the Company effective March 16, 2026.
• newMs. Tuminelli’s separation from the Company constituted a qualifying termination without cause as defined under the Company’s Severance Plan.
• newPlease see the section “Potential Payments Upon Termination or Change in Control” for additional information regarding Ms. Tuminelli’s separation payments.
• changedThe stockholder advisory proposal on NEO compensation at our 2025 2024Annual Meeting of Stockholders was approved by approximately 98% of the stockholders present and entitled to vote.
• changed302026 322025NOTICE AND PROXY STATEMENT
• changedThese policies and practices, which are designed to link compensation and performance and to minimize or prohibit behaviors that are not aligned with our stockholders’ long-term interests, including the following: areasfollows:
• changedIn 2025, 90% 2024,95%of the compensation(1) for our currentCEO was at risk and an average of 81% 83%of the compensation for our other NEOs was at risk.
• changedFor more details, see the charts in the section titled "Compensation Mix" below.ýWe Do Not Guarantee Salary Increases or Annual Bonuses.
• changedOur Senior Executive Management is not guaranteed salary increases or annual bonuses for any year except in limited circumstances.þWe year.þWeEngage an Independent Advisor.
• changedEach of our Board committees is comprised solely of independent directors under NYSE listing rules.ýWe directors.ýWeDo Not Provide Excise Tax Gross-ups.
• changed(1)This (1)Thisassumes target achievement under our annual cash incentive plan and target grant date value of equity awards granted during 2025. 2024.
• changed2026 2025NOTICE AND PROXY STATEMENT31
• changedThe members of the CHCM Committee consider these factors given inlightoftheir individual experience, knowledge of the competitive market, knowledge of our Senior Executive Management and business judgment in making decisions regarding executive compensation and our Senior Executive Management compensation program.
• changedIn all cases, the final decision on NEO compensation is made by the CHCM Committee or the full Board, as appropriate. Committee.
• changed322026 342025NOTICE AND PROXY STATEMENT
• changedThe nature and scope of the services provided to the CHCM Committee by Meridian during 2025 2024were as follows:
• changedAll Senior Executive Management compensation decisions, however, are made by the CHCM Committee or full Board, as appropriate. Committee.
• changedThe CHCM Committee approved the following group of peer companies in 2024 2023to aid in the evaluation of our 2025 2024Senior Executive Management compensation program.
• changedAt the time the peer group was approved, the selected companies had revenues ranging from approximately $1.7 $1.8billion to approximately $7.3 $6.1billion with an overall median of $4.5 $4.3billion.
• changedThe peer group also had market capitalization ranging from approximately $757 $736million to approximately $78.2 $55.6billion with an overall median of $7.8 $6.6billion.
• newPeer GroupBroadridge Financial Solutions, Inc.Gartner, Inc.Paycom Software, Inc.Cadence Design Systems, Inc.Genpact LimitedPrimerica, Inc.CNO Financial Group, Inc. Insperity, Inc.SS&C Technologies Holdings, Inc.Conduent IncorporatedMaximus, Inc.Teradata CorporationFTI Consulting, Inc.Paychex, Inc.Workday, Inc.
• changed2026 2025NOTICE AND PROXY STATEMENT33
• newAs part of the annual review of the peer companies and following a review of select industries, company revenues and market capitalization, Meridian recommended, and the CHCM Committee approved, the addition of Paycom Software Inc. and Workday, Inc. and the removal of Synopsys, Inc. and American Equity Investment Life Holding Company for 2025.
• changedThe CHCM Committee believes that the evaluation of information regarding the compensation practices at other companies is useful as a reference point for its compensation decisions in two primary respects.
• changed342026 362025NOTICE AND PROXY STATEMENT
• changedAs a result, a significant largepercentage of the annual target total direct compensation of our executives is in the form of long-term equity awards and annual cash incentive awards and thus is variable and "at risk." For all NEOs (other than Ms. Murthy), theCEOandMr.Treadway),50% of the long-term equity award granted in 2025 2024was in the form of performance-based restricted stock unit awards PerformanceShareUnits("PSUs"), and the other 50% was granted in the form of RSUs.
• changedMs. Murthy Mr.Treadwaywas not granted PSUs in 2025 due to her hisstart date occurring latein the fourth quarter of the year.
• changedMs. Murthy Mr.Simondswas granted providedone-time RSU awards with a total target value of $4.6 $5.8millionandanawardofPSUsatatargetvalueof$7.8million, as described in further detail below.
• changedOur Theseequity awards have realizable value linked to share price and, andin the case of PSUs, PSUsare tied to the long-term achievement of Company-wide financial objectives, while our annual cash incentive awards are tied to a combination of near-term financial goals alongside individual performance in furtherance of Company strategy.
• changedThe following charts show the 2025 2024compensation mix for our currentCEO and the average 2025 2024compensation mix for our other current NEOs (excluding Ms. Murthy), anyexecutiveswhodepartedtheCompanyin2024),in each case assuming target achievement under our annual cash incentive plan and based on the target grant date value of equity awards granted during 2025. 2024.
• changedCEOOther NEOs(1)n CEO(1)OtherNEOs(2)nBase Salaryn Annual Cash Incentiven Long-Term Performance-based Equityn Long-Term Time-based Equity
• new(1)Amounts shown on the chart excludes compensation for Ms. Murthy who joined the Company in November 2025.
• newIn connection with her appointment as Chief Financial Officer, Ms. Murthy received (i) a sign-on cash bonus of $500,000, subject to repayment on a pro-rated basis upon a voluntary resignation or termination for cause within one year of her start date, and (ii) new hire equity awards consisting of an RSU award with target value of $500,000 that will vest in full on December 15, 2026, and an RSU award valued at $4.1 million that will vest over 4 years, in each case subject to Ms. Murthy’s continued service.
• newIn addition, Ms. Murthy received her target annual cash bonus for 2025 based solely on her continued service through the payment date, pro-rated for her partial year of service.
• changedAs described above, these one-time awards were approved following consideration of Ms. Murthy's Mr.Simonds'foregone compensation opportunities with her hisprior employer. employer,aswellascertaincostsassociatedwithhisrelocation.
• changed2026 2025NOTICE AND PROXY STATEMENT35
• changedALIGNMENT OF PAY FOR andPERFORMANCE IN 2025 2024
• changedIn 2025, 2024,in terms of operational achievements, we:
• new•made progress on our medium-term strategy focusing our business on our core value proposition, improving the efficiency and effectiveness of our operations, which has helped us realize all time high net promoter scores;
• new•continued to grow our ASO services product and completed the sale of TriNet Clarus R+D;
• new•achieved significant repricing of our insurance services rates in light of rising insurance costs;
• new•made progress in growing our sales force and broker channel partnerships;
• new•demonstrated disciplined expense management in line with our expectations;
• new•opened our new corporate center in Atlanta and made significant progress building out our India operations; and
• new•paid common stock dividends of $0.25 per share in January and $0.275 per share in April, July, and October.
• newTogether with common stock repurchases of $182 million, we returned $235 million to stockholders.
• changedOur results in 2025 2024when compared to 2024 2023are noted below:
• new$5.0B$217M91%$155M$3.20Total RevenuesIncome Before TaxInsurance Cost RatioNet IncomeDiluted EPS(1)% decrease(4)% decrease1% increase(10)% decrease(7)% decrease
• new$230M333,886323,206$425MAdjusted Net Income*Average WSE**Total WSE**Adjusted EBITDA*(14)% decrease(5)% decrease(10)% decrease(12)% decrease
• changedManagement's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 2024.
• new** Total WSEs and Average WSEs include two types of users on our Professional Employer Organization (PEO) platform, those that are co-employed in our PEO business and those that are utilizing our PEO platform in a more limited capacity.
• changedManagement's Discussion and Analysis of Financial Condition and Results of Operations - Operating Metrics – Worksite Employees (WSEs)” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 2024.
• changed362026 382025NOTICE AND PROXY STATEMENT
• newTable of ContentsAlignment of Pay for Performance in 2025
• changedWe believe the compensation of our NEOs was aligned with this performance.
• changed•2025 •2024annual cash incentive plan (the "2025 "2024Executive Bonus Plan") payout to Mr. Simonds was 84.8% 62.6%of pro-ratedtarget, to Ms. Tuminelli was 72.1% 43.8%of target, to Mr. Venkat was 84.8% 62.6%of target, to Mr. Hayward was 97.5% 75.2%of target, and to Mr. Treadway was 76.3% 62.6%of pro-ratedtarget, in each case after the CHCM Committee's consideration of corporate and individual performance against the financial performance objectives and corporate management business objectives ("MBOs") as described below in "Achievement and Actual Awards under Our 2025 2024Executive Bonus Plan"; provided that Ms. Murthy received her annual bonus for 2025 at target level, pro-rated for her partial year of service, consistent with the terms of her employment agreement; and
• changed•2025 •2024PSU awards were determined to be earned at 124% 27%of target.
• changedWhiletheannualgrowthrateforProfessional ServiceRevenue(the“ProfessionalService Revenue GrowthRate”)of $719 million and 1.2%metthethresholdlevelofperformance,the equally-weighted GAAP earnings per share (“GAAP EPS,” as defined in the section titled "Performance-Based Equity Incentive Awards" below) of $3.20 both met or exceeded $3.43didnotmeetthe threshold performance achievement level for the 2025 2024performance period under our 2025 2024PSU awards.
• newThese 2025 PSU awards had a single performance period from January 1, 2025 to December 31, 2025.
• newEarned PSUs will vest with respect to 50% of underlying shares on December 31, 2026 and 50% of underlying shares on December 31, 2027, subject to continuous service through each date.
• changed2025 2024Executive Bonus Plan Performance
• changedProfessional Service Revenues and Adjusted EBITDA are the company-wide financial measures that we use to measure performance under the 2025 2024Executive Bonus Plan.
• changedFor the definition of these non-GAAP measures as well as the application of certain individual performance goals for measuring total performance, see "2025 "2024Executive Compensation-2025 Compensation-2024Annual Cash Incentive Plan Performance Objectives" below.
• changedThe following graphs show our actual achievement against these performance targets under our 2025 2024Executive Bonus Plan.
• changed2025 2024Performance-based Restricted Stock Unit Award Performance
• changedProfessional Service Revenue GrowthRateand GAAP EPS are the financial measures that we use to measure performance under our 2025 2024PSU awards.

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