Janet Kennedy
TRINET GROUPAbout Janet Kennedy
Independent director appointed to TriNet’s Board effective September 30, 2025; classified as a Class I director with a term through the 2027 Annual Meeting and determined independent under NYSE standards . Kennedy brings 30+ years of leadership in digital transformation across Google Cloud (VP, North America Regions), Microsoft (including President, Microsoft Canada; MSUS Digital Transformations Leader; US Enterprise VP), and IBM (Business Unit Executive) . Education: B.S. in Industrial Management/Industrial Engineering from Purdue University and MBA from Queens University of Charlotte’s McColl School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud (Alphabet) | Vice President, North America Regions | Not disclosed | Led client digital transformations leveraging emerging technologies |
| Microsoft | President, Microsoft Canada; MSUS Digital Transformations Leader; US Enterprise VP (West/Central) | Not disclosed | Drove enterprise go-to-market and digital transformations |
| IBM | Business Unit Executive | Not disclosed | Various leadership capacities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Pacific Kansas City (CPKC) | Director | Not disclosed | Not disclosed |
| Duluth Holdings Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Appointment/independence: Appointed to TriNet’s Board Sept 30, 2025; Class I director; Board determined Ms. Kennedy is independent under NYSE listing standards .
- Committee assignments: Not disclosed at appointment; Board compensation notes service per Non-Employee Director Compensation Policy; assignments pending and not reported in the 8-K/press release .
- Board structure/context: TriNet boards operate with independent Chair/Lead Independent Director and four standing committees (Finance & Audit, Compensation & Human Capital Management, Nominating & Corporate Governance, Risk) per proxy; 2024 meetings and membership shown for context but predate Kennedy’s appointment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (non-chair) | $60,000 | Policy level |
| Committee member retainers | Finance & Audit: $15,000; CHCM: $15,000; Nominating: $10,000; Risk: $10,000 | Policy levels; chairs receive higher fees |
| Chair retainers | Board Chair: $90,000; Finance & Audit Chair: $40,000; CHCM Chair: $30,000; Nominating Chair: $20,000; Risk Chair: $20,000 | Policy levels; increases effective May 24, 2024 |
| Maximum annual director compensation cap | $750,000 | Inclusive of cash and equity (expense reimbursement excluded) |
- The 8-K confirms Ms. Kennedy will be compensated per the Amended and Restated Non-Employee Director Compensation Policy described in the 2025 proxy .
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | $215,000 grant date fair value | Vests in full on the earlier of 12 months from grant or trading date preceding next Annual Meeting, subject to continued service; accelerates upon change-in-control per policy | None (time-based director RSUs; no performance conditions) |
| Initial RSU grant for new director | $215,000 pro-rated to service period | Vests on same date as most recent annual RSU for directors, subject to continued service | None |
- The 8-K states Ms. Kennedy will receive compensation “in accordance with” the director policy; specific grant dates/amounts for her initial award were not disclosed beyond policy terms .
Other Directorships & Interlocks
| Company | Relationship to TriNet | Potential Interlock Risk |
|---|---|---|
| CPKC (Canadian Pacific Kansas City) | External public company board | No TriNet-related transaction disclosed; no Item 404 related-party exposure noted for Kennedy |
| Duluth Holdings | External public company board | No TriNet-related transaction disclosed; no Item 404 related-party exposure noted for Kennedy |
- TriNet’s related-party transaction disclosures identify relationships for certain other directors (Atairos/Angelakis; SoundThinking/Clark; Cigna/Evanko), but none for Ms. Kennedy at or prior to her appointment; the Finance & Audit Committee reviews related-person transactions per policy .
Expertise & Qualifications
- Digital transformation leadership across hyperscale cloud and enterprise technology; senior roles at Google Cloud and Microsoft .
- Enterprise go-to-market and operations: Microsoft US Enterprise leadership; IBM BU executive experience .
- Governance experience: current public boards (CPKC, Duluth); seasoned technology executive background .
- Education: Purdue University (B.S. Industrial Management/Industrial Engineering); Queens University of Charlotte (MBA) .
Equity Ownership
- Stock ownership guidelines: TriNet requires non-employee directors to hold equity equal to 500% of the annual cash retainer; compliance required within five years of becoming subject to the policy (additional requirements on changes apply) .
- Anti-hedging/pledging: Directors are prohibited from short sales, derivatives, hedging, margin accounts or pledging company stock .
- Indemnification: Standard form of indemnification agreement to be executed with Ms. Kennedy .
Governance Assessment
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Positives for board effectiveness and investor confidence:
- Independence confirmed at appointment; adds deep cloud/digital transformation expertise likely accretive to Risk and technology oversight discussions .
- Strong director pay structure aligned with shareholder interests via time-based RSUs and robust ownership guidelines; no performance pay that could drive short-termism in director decisions .
- Clear clawback policy and prohibitions on hedging/pledging support alignment and risk control culture .
-
Watch items / potential conflicts:
- Prior executive roles at large technology vendors (Google, Microsoft) could create perceived vendor familiarity; however, no related-party transactions involving Kennedy are disclosed at appointment and TriNet’s Finance & Audit Committee reviews any related-person transactions .
- Committee assignment/attendance for Kennedy not yet disclosed; investors should monitor subsequent filings for committee placement and engagement metrics.
-
Compensation signals:
- Director compensation mix is prudent (cash retainer plus time-based RSUs); initial RSU pro-rated for new directors per policy; no tax gross-ups or shareholder-unfriendly provisions in director policy .
-
RED FLAGS: None disclosed for Kennedy as of appointment (no Item 404 transactions, investigations, hedging/pledging, or option repricings). Continue monitoring future proxies and Section 16 filings for ownership and trading updates .