Jay Venkat
TRINET GROUPAbout Jay Venkat
Jay Venkat is Executive Vice President, Strategy, Products, and Transformation at TriNet. He joined TriNet in June 2022 as EVP, Chief Digital & Innovation Officer and has served in his current role since September 2024. He is 48, holds an MBA from Wharton (Palmer Scholar) and a B.Tech in Electrical Engineering from IIT Chennai, and previously led BCG’s North America TMT practice and the Bay Area offices, with subject-matter expertise across strategy, innovation, data, and digital transformation . Company-level 2024 performance context that informed incentive outcomes: total revenue grew 1% YoY to ~$5.1B, Adjusted EBITDA fell 30% to $485M, GAAP EPS fell 48% to $3.43; PSU performance was earned at 27% of target and annual cash incentives paid at 62.6% of target for Venkat .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriNet Group, Inc. | EVP, Strategy, Products, and Transformation | Since Sep-2024 | Oversees strategy, product, and transformation initiatives |
| TriNet Group, Inc. | EVP, Chief Digital & Innovation Officer | Jun-2022 to Sep-2024 | Led digital and innovation agenda; enterprise transformation leadership |
| Boston Consulting Group (BCG) | Senior Leader; North America TMT Practice Lead; Bay Area Office Leader | Sep-2003 to Jun-2022 | Advised across healthcare, financial services, insurance, and tech on strategy, product, data, and digital; practice and office leadership |
| Halliburton Company | Field Engineer (Egypt) | Pre-2003 | Early career operations and engineering experience |
External Roles
- No external public-company directorships disclosed for Venkat in the proxy’s Executive Officers section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 319,905 | 635,000 | 635,000 |
| Bonus ($) | 1,000,000 (sign-on) | — | — |
| Stock Awards ($) | 3,000,154 | 2,000,152 | 2,000,096 |
| Non-Equity Incentive Plan Compensation ($) | 338,000 | 699,000 | 397,681 |
| All Other Compensation ($) | 2,000 | 13,200 | 10,278 |
| Total ($) | 4,660,059 | 3,347,352 | 3,043,055 |
| Annual Cash Incentive (2024) | Target ($) | Target as % of Base | Actual % of Target | Actual Paid ($) |
|---|---|---|---|---|
| Jay Venkat | 635,000 | 100% | 62.6% | 397,681 |
Performance Compensation
| Annual Cash Incentive Plan (2024) | Weight (%) | Target | Actual | Achievement | Payout vs Target | Jay’s Payout ($) |
|---|---|---|---|---|---|---|
| Professional Service Revenue | 30 | — | — | 72.7% of target | — | 397,681 total across metrics |
| Adjusted EBITDA | 30 | — | — | 2.9% of target | — | 397,681 total across metrics |
| Corporate MBOs | 40 | — | — | 99.8% of target | — | 397,681 total across metrics |
| Total | 100 | — | — | — | 62.6% of target | 397,681 |
| PSU Performance (2024 grant; performance year 2024) | Target | Weight | Actual | Earned % | Shares Earned (#) | Vesting |
|---|---|---|---|---|---|---|
| Professional Service Revenue Growth Rate | 4% | 50% | 1.2% | 53% | — | 50% on 12/31/2025; 50% on 12/31/2026 |
| GAAP EPS | $5.25 | 50% | $3.43 | Below threshold (0%) | — | 50% on 12/31/2025; 50% on 12/31/2026 |
| Total Award Outcome (Jay) | — | — | — | 27% of target | 2,127 | 50% on 12/31/2025; 50% on 12/31/2026 |
| 2024 Grant Mix (Venkat) | RSUs Granted (#) | RSU Grant Date Value ($) | PSUs Granted at Target (#) | PSU Grant Date Value at Target ($) |
|---|---|---|---|---|
| Annual Equity Awards | 7,959 | 1,000,048 | 7,959 | 1,000,048 |
Notes:
- 2024 PSUs use single-year measurement with multi-year vesting; performance multipliers scale 0–200% per metric (threshold 50%, target 100%, max 200%) and are capped at 125% if corporate MBOs <60% .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 28, 2025) | Shares (#) | % of Outstanding |
|---|---|---|
| Jay Venkat total beneficial ownership | 31,663 | <1% |
| Owned directly | 28,344 | — |
| RSUs issuable within 60 days | 3,319 | — |
| Outstanding Equity Awards (as of Dec 31, 2024) | Award Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|---|
| RSUs | Time-based | 7/15/2022 | 7,170 | 650,821 |
| RSUs | Time-based | 3/15/2023 | 7,306 | 663,166 |
| PSUs | Perf-based (earned/subject to time vest) | 3/15/2023 | 6,494 | 589,460 |
| RSUs | Time-based | 3/15/2024 | 6,467 | 587,010 |
| PSUs | Perf-based (earned/subject to time vest) | 3/15/2024 | 2,127 | 193,068 |
Additional alignment policies:
- Stock ownership guidelines: officers subject to Section 16 must hold equity equal to 300% of base salary; as of Dec 31, 2024, officers and directors have met or are expected to meet requirements within the mandated time frames .
- Hedging and pledging: prohibited for employees, officers, and directors; no short sales allowed .
- No stock options outstanding for NEOs as of Dec 31, 2024 .
Employment Terms
| Severance Economics (Termination without CIC) | Cash Severance ($) | Bonus ($) | Health Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Jay Venkat | 635,000 | — | — (not enrolled in TriNet benefits) | 1,498,703 (value at $90.77/share) | 2,133,703 |
| Severance Economics (Qualifying Termination during CIC window) | Cash Severance ($) | Bonus ($) | Health Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Jay Venkat | 635,000 | 635,000 | — (not eligible) | 2,683,524 | 3,953,524 |
Key terms:
- Double-trigger CIC: 12 months base salary + 100% target bonus; 100% acceleration of unvested time-based awards; 100% acceleration of performance-based awards with completed performance periods; COBRA premium coverage not applicable to Venkat due to non-enrollment .
- Non-CIC termination: 12 months base salary; accelerated vesting of time-based equity that would vest in 12 months; accelerated vesting of completed-performance PSUs that would vest within 12 months .
- Clawback: company must seek reimbursement of certain erroneously paid cash and performance-based equity incentive compensation upon specified financial restatements .
Compensation Structure Analysis
- Pay mix: In 2024, non-CEO NEO compensation averaged 83% “at risk” (variable), signaling strong pay-for-performance linkage .
- Shift in equity: Venkat’s 2024 annual grant was a 50/50 RSU/PSU blend (grant-date value basis), maintaining performance orientation while supporting retention via time-based equity .
- Performance calibration: Annual bonus metrics weighted 60% financial (Professional Service Revenue and Adjusted EBITDA) and 40% corporate MBOs; 2024 achievement produced a 62.6% of target payout for Venkat, reflecting challenging Adjusted EBITDA performance (2.9%) offset by strong MBO execution (99.8%) .
- PSU outcomes: 2024 PSUs earned at 27% of target due to underperformance vs GAAP EPS threshold and modest Professional Service Revenue Growth, creating multi-year vesting through 2026 and aligning realized pay with shareholder outcomes .
Say-on-Pay, Peer Benchmarking, and Policies
- Peer group (for TSR comparison in Pay vs Performance): ADP, Barrett Business Services, Insperity, Intuit, Paychex .
- Independent advisor: Meridian supports CHCM Committee; no excise tax gross-ups; no single-trigger CIC; no executive pensions/SERP; robust anti-hedging/pledging policy .
Performance & Track Record
- 2024 operational highlights: improved PEO sales performance and customer retention; initiated dividend and repurchased ~1.77M shares; opened Hyderabad innovation center; launched restructuring to focus on core value proposition and ASO growth, and operating efficiency .
- Company performance vs prior year: total revenue +1%; Adjusted EBITDA -30% to $485M; GAAP EPS -48% to $3.43; context for incentive outcomes and PSU under-earn .
Equity Ownership & Alignment — Additional Details
- Vested vs unvested: Venkat’s unvested RSUs and PSUs enumerated above; PSUs earned in 2024 vest 50% on 12/31/2025 and 50% on 12/31/2026; time-based RSUs generally vest quarterly over four years from grant, aligning ongoing retention and shareholder value creation .
- Pledging/Hedging: prohibited; no options outstanding, reducing repricing risk .
- Ownership guideline: 300% of salary for Section 16 officers; compliance status on track across covered officers .
Employment Contracts & Restrictive Covenants
- Written employment agreements or Severance Plan coverage in place for NEOs; arrangements are at-will and define initial pay and equity; severance/change-in-control benefits summarized above; specific non-compete/non-solicit/garden leave terms not disclosed in the proxy .
Investment Implications
- Incentive alignment: High variable pay with explicit financial and MBO metrics, plus PSUs tied to Professional Service Revenue Growth and GAAP EPS, indicates strong pay-for-performance; 2024 outcomes (62.6% bonus payout; 27% PSU earned) reflect disciplined calibration amidst earnings pressure .
- Retention and selling pressure: Significant unvested RSUs and PSUs with multi-year vesting (2022–2024 grants) create continued service incentives; PSU vestings on 12/31/2025 and 12/31/2026 are potential supply events but hedging/pledging bans and ownership guidelines mitigate misalignment risk .
- Change-in-control economics: Double-trigger terms (12 months salary + 100% bonus + full time-based acceleration) are moderate vs market; Venkat’s non-enrollment in company health benefits limits COBRA value, reducing CIC cash bleed; equity acceleration creates sensitivity to deal timing and performance certification .
- Execution risk: 2024 GAAP EPS below threshold and Adjusted EBITDA weakness highlight execution headwinds; however, strategic initiatives (innovation center, restructuring, ASO focus) and Venkat’s transformation background suggest levers to improve EPS-linked PSU outcomes over the next cycles .