Kelly Tuminelli
TaskUsAbout Kelly Tuminelli
Executive Vice President and Chief Financial Officer of TriNet; independent director at TaskUs since September 2021; Audit Committee Chair since December 2021; age 56. She is a seasoned finance executive (CPA, CGMA) with 30+ years in insurance, investment, and consulting, previously EVP & CFO at Genworth, with earlier leadership roles at GE Capital and PwC; she holds a Bachelor’s degree from the University of Washington, Seattle. The board has designated her an “audit committee financial expert,” and affirmed her independence under Nasdaq rules. She was nominated for re‑election as a Class I director at the May 22, 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Genworth | Executive Vice President & Chief Financial Officer; prior roles of increasing responsibility | 15+ years (prior to 2020) | Led finance at a public insurance company; deep accounting and risk oversight experience |
| GE Capital | Leadership roles (finance) | Not disclosed | Financial leadership at a global financial services firm |
| PricewaterhouseCoopers LLP | Leadership roles (audit/accounting) | Not disclosed | Public accounting foundation; CPA/CGMA credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriNet | Executive Vice President & Chief Financial Officer | Joined Sep 2020 (EVP Finance), CFO since Oct 2020 | Leads finance and insurance services; executive sponsor of Women@Work CRG |
| MENTOR‑Virginia | Board member | Not disclosed | Non‑profit board service (past) |
| AMP! Metro Richmond | Past Chair | Not disclosed | Non‑profit leadership (past) |
| American Heart Association (Richmond Go Red) | Campaign Chair (past) | Not disclosed | Non‑profit leadership (past) |
| Other current public company boards | None | — | Company disclosure indicates no other current public company directorships |
Board Governance
- Committee assignments and roles: Chair, Audit Committee; Audit members are Michelle Gonzalez and Jill Greenthal; all are independent. Both Tuminelli and Greenthal are “audit committee financial experts,” and all members are financially literate.
- Independence status: Independent director per board’s annual review (7 of 9 directors independent).
- Attendance and engagement: In 2024 the board met 5 times; all incumbent directors except one (Dixit) attended at least 75% of board and relevant committee meetings. Independent directors meet in executive session at least twice per year.
- Committee activity levels (FY2024): Audit (8 meetings), Compensation (5), Nominating & ESG (4).
- Board structure: CEO also serves as Chair; lead independent director (Jill Greenthal) provides counterbalance; controlled company status under Nasdaq due to Blackstone and founders’ voting power.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $75,941 | Director retainer + chair/member fees (reflects structure and changes adopted in May 2024) |
| Equity (grant date fair value) | $205,664 | Annual RSU grant to non‑employee directors |
| Total (2024) | $281,605 | Sum of cash and equity reported |
Director fee structure (effective May 2024): Board retainer $60,000; annual equity retainer $180,000 (RSUs); Audit Chair $20,000; Audit Member $10,000; LID $30,000; Nominating & ESG Chair $10,000; Compensation Chair $15,000; committee member retainers also specified; equity vests by next annual meeting.
Compensation mix signal: 2024 reported pay was predominantly equity (time‑based RSUs) vs. cash, reflecting alignment with shareholders; board increased cash and equity retainers in May 2024 (from $50k→$60k cash; $165k→$180k equity).
Performance Compensation (Director)
- Structure: Non‑employee director equity is time‑based RSUs; no performance‑conditioned equity or cash metrics apply to directors.
- 2024 grant and vesting detail for Tuminelli: 14,342 unvested RSUs granted May 23, 2024, scheduled to vest May 22, 2025.
| Equity Instrument | Grant Date | Units | Vesting Terms |
|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 14,342 | Vests on earlier of first anniversary or 2025 annual meeting (May 22, 2025) |
Other Directorships & Interlocks
- Current public boards: None.
- Private/non‑profit boards: Prior roles at MENTOR‑Virginia; AMP! Metro Richmond; American Heart Association (Richmond Go Red) (past).
- Interlocks/conflicts: No related‑party transactions disclosed involving Tuminelli. Related‑party policy places review and approval of such matters with the Audit Committee (which she chairs).
Expertise & Qualifications
- Financial/accounting/risk: CPA, CGMA; designated audit committee financial expert.
- Executive leadership: CFO of TriNet; long‑tenured public company finance leadership at Genworth.
- Technology/IT risk oversight: Audit Committee charter includes oversight of IT security controls with CIO; risk assessment and internal audit oversight.
- M&A/business development: Broad finance and corporate experience across GE Capital and Genworth.
Equity Ownership
| Holding | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | 29,365 shares (<1%) | March 1, 2025 | Per beneficial ownership table; less than 1% outstanding |
| Unvested RSUs (director grant) | 14,342 | Dec 31, 2024 | Granted May 23, 2024; vest May 22, 2025 |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors; no pledges disclosed.
Governance Assessment
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Strengths:
- Independent Audit Chair and audit financial expert; audit committee fully independent and active (8 meetings), overseeing external auditor, internal audit, risk, and IT security controls; committee issued the Audit Committee Report for FY2024.
- Proven CFO with deep financial reporting and controls experience; independence affirmed by the board.
- Director compensation primarily equity (time‑based RSUs), enhancing alignment; prohibitions on hedging/pledging support shareholder alignment.
- Attendance threshold met (≥75%); attendance at 2024 annual meeting confirmed.
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Watch items / potential risks:
- Controlled company status with concentrated voting power and Sponsor/Founders’ approval rights can dilute minority shareholder influence and raise entrenchment risk; however, audit committee remains independent and empowered.
- No disclosed director‑level performance conditions (director equity is time‑based RSUs), which is common but provides less performance linkage than PSU structures; offset by equity weighting.
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Conflicts/related parties:
- No related‑party transactions disclosed involving Tuminelli; Audit Committee (which she chairs) oversees related‑person transactions under a written policy.
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Overall: Tuminelli’s financial oversight pedigree and role as independent Audit Chair are positives for investor confidence, particularly given IT security oversight in the audit remit. The controlled company framework is a structural governance consideration, but her independence and committee leadership help mitigate risk at the committee level.