David Hodgson
TRINET GROUPAbout David C. Hodgson
David C. Hodgson (age 68) is TriNet’s independent Chairman of the Board, serving since May 2018 and a director since June 2005. He is Vice Chairman and Managing Director at General Atlantic (co-founded in 1982), with extensive private equity and board leadership experience; he holds a B.A. in Mathematics and Social Sciences from Dartmouth College and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Atlantic | Vice Chairman & Managing Director | 1982–present | Senior leadership; founding experience |
| TriNet Group, Inc. | Chairman of the Board; Director | Chair since May 2018; Director since June 2005 | Lead Independent Director; Board leadership, agenda-setting |
| Johns Hopkins Medicine | Former Chair; current Board of Trustees member | Chair (prior), member since July 2010 | Governance in major health system |
| Johns Hopkins HealthCare; Johns Hopkins Medicine International | Director | Since 2012 | Healthcare governance |
| Manhattan Theatre Club | Chair | Since 1992 | Non-profit leadership |
| Dartmouth College | President’s Leadership Council member | Since 2020 | University advisory leadership |
| Stanford GSB | Advisory Council member | Since 2018 | Academic advisory role |
| Echoing Green | Chairman Emeritus | — | Non-profit leadership |
| DHI Group, Inc. | Director | Aug 2005–May 2014 | Public company board experience |
External Roles
| Company/Institution | Role | Start | Notes/Committees |
|---|---|---|---|
| Royalty Pharma | Director | Jun 2022 | Public company directorship |
| Alignment Healthcare | Director | May 2024 | Public company directorship (healthcare) |
| Howden Group (UK) | Director | Since 2013 | Private company board |
Board Governance
- Independence: Board determined all directors except CEO are independent under NYSE rules; Hodgson is independent .
- Board leadership: Chair and CEO roles separated; Hodgson serves as Chair and Lead Independent Director, presiding over independent director executive sessions and liaising with CEO .
- Committee membership: Nominating and Corporate Governance Committee member .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings; non‑management directors held 5 executive sessions, chaired by Hodgson .
- Annual meeting engagement: It is policy to encourage directors to attend; 6 of 10 directors attended the 2024 annual meeting .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 6 |
| Executive sessions (non‑management) | 5 |
| Director independence status | Independent |
| Committee assignment | Nominating & Corporate Governance (member) |
| Lead Independent Director | Yes (as Chair) |
Fixed Compensation (Non‑Employee Director)
| Component | Amount |
|---|---|
| Cash fees earned (2024) | $98,024 |
| RSU grant date fair value (2024) | $333,357 |
| Total 2024 director compensation | $431,381 |
| Policy: Board Chair annual cash retainer | $90,000 (increased effective May 24, 2024) |
| Policy: Nominating & Corporate Governance—Chair/Member retainer | $20,000 / $10,000 |
| Policy: Annual RSU grant fair value | $335,000 for Board Chair; $215,000 for other directors |
| RSU vesting & CoC treatment | Annual RSUs vest in full on 12‑month anniversary or pre‑AGM; eligible to vest in full immediately prior to change‑in‑control |
TriNet caps total annual director compensation at $750,000 (cash + equity), excluding expense reimbursements .
Performance Compensation
- Not applicable: Non‑employee director compensation is time‑based (RSUs); no director PSUs or performance metrics disclosed for board pay .
Other Directorships & Interlocks
| Company | Relationship to TNET | Noted Transactions/Interlocks |
|---|---|---|
| Royalty Pharma; Alignment Healthcare; Howden Group | External boards held by Hodgson | No related‑party transactions disclosed with these entities for 2024 |
| Atairos (major TNET holder, 37.4%) and director Angelakis (Atairos CEO) | Atairos customer of TriNet since 2017 | Payments to TriNet $1,249,937 in 2024; approved under related‑party policy (not linked to Hodgson) |
| SoundThinking (CEO Ralph Clark is TNET director) | Customer since 2007 | Payments $4,123,110 in 2024; approved as related‑party |
| Cigna (executive roles by director Evanko; vendor) | Vendor since 2017 | Company payments $1,006,610 in 2024; approved as related‑party |
Expertise & Qualifications
- Private equity and growth investing leadership; long‑tenured general management and governance across public and private boards .
- Education: B.A. Dartmouth; M.B.A. Stanford GSB .
- Lead independent oversight; governance roles across healthcare, academic and nonprofit sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| David C. Hodgson | 29,376 | <1% | 26,260 shares directly; 3,116 RSUs issuable within 60 days of Mar 28, 2025 |
| Unvested director RSUs outstanding (Dec 31, 2024) | 3,116 | — | RSUs as of year‑end |
- Ownership guidelines: Directors must hold stock equal to 500% of annual cash retainer; unvested awards don’t count. As of Dec 31, 2024, Board members met or are expected to meet requirements within required timeframes .
- Hedging/pledging: Prohibited for directors; no pledging disclosed for Hodgson .
Insider Trades and Reporting
| Metric | 2024 Status |
|---|---|
| Section 16(a) filing compliance | To the company’s knowledge, directors and officers complied with all Section 16(a) filing requirements in 2024 |
Governance Assessment
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Strengths
- Independent Chair and Lead Independent Director structure enhances oversight; Hodgson sets agendas and presides over executive sessions, strengthening board independence and accountability .
- Clear director ownership guidelines and anti‑hedging/pledging policy align director incentives with shareholders and reduce risk .
- Related‑party transactions oversight by Finance & Audit Committee; disclosed transactions involve other directors (Angelakis/Atairos; Clark/SoundThinking; Evanko/Cigna), not Hodgson .
- Board independence affirmed; broad attendance and regular executive sessions indicate engagement .
- Shareholder support: 2024 say‑on‑pay approved by ~98%, signaling overall investor confidence in governance and pay programs .
-
Watch items / potential red flags
- Long tenure (director since 2005; Chair since 2018) may raise independence‑perception questions for some investors despite formal independence designation .
- Concentrated ownership by Atairos (37.4%) and board representation through Angelakis underscores need for continued vigilance on conflicts; oversight processes are disclosed and in place .
Overall, Hodgson presents as an experienced, independent Chair with strong governance credentials, broad external board experience, alignment through equity ownership guidelines, and no disclosed related‑party conflicts at TriNet in 2024.