Jeffery Hayward
TRINET GROUPAbout Jeffery Hayward
Jeffery Hayward, age 54, is Senior Vice President and Chief Technology Officer at TriNet, having joined the company in June 2022; he was designated as an executive officer under Rule 3b-7 and Section 16 on September 16, 2024 . He is a global technology and engineering executive with 25+ years’ experience, including leadership at Sabre (SVP, Product Engineering for Airline Solutions) and roles at Unisys and Dell EMC, with a track record of transforming large portfolios and optimizing complex engineering organizations . During 2024, TriNet’s total revenues grew 1% to $5.1B, net income was $173M (diluted EPS $3.43), and Adjusted EBITDA was $485M (9.6% margin), contextualizing the operating environment for Hayward’s technology agenda .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sabre | SVP, Product Engineering, Airline Solutions | Mar 2018 – Jun 2022 | Led dispersed engineering teams; scaled product portfolios for a global travel technology platform |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus (% of Target) | Actual Bonus ($) |
|---|---|---|---|---|
| 2024 | 525,000 | 100% | 75.2% | 394,550 |
Notes:
- All Other Compensation for 2024 was $13,800, representing company 401(k) plan matching contributions .
Performance Compensation
| Component | Metric | Weighting | 2024 Target | 2024 Actual | Achievement | Payout Mechanics |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Professional Service Revenue | 30% | $787M | $765M | 72.7% of target (company-wide) | ±10% payout per 1% deviation; zero below 90% target |
| Annual Cash Incentive | Adjusted EBITDA | 30% | $568M | $485M | 2.9% of target (company-wide) | +4% / −6.67% per 1% deviation; gate at $483M |
| Annual Cash Incentive | Corporate MBOs | 40% | Set by CHCM Committee | 99.8% achieved | 99.8% of target | Scales up to 150% subject to overall cap |
| PSUs (2024 cycle) | Professional Service Revenue Growth Rate | 50% | 4% | 1.2% | 53% of target | Multiplier 50–200%; requires ≥60% MBO achievement to exceed 125% |
| PSUs (2024 cycle) | GAAP EPS | 50% | $5.25 | $3.43 | Below threshold | Multiplier 50–200%; earned shares vest 50% in 2025, 50% in 2026 |
Outcome:
- 2024 annual cash incentive paid at 75.2% of target for Hayward ($394,550) based on blended corporate performance and MBO attainment .
- 2024 PSUs earned at 27% of target for eligible NEOs, including Hayward .
Equity Ownership & Alignment
Grants and Earned Awards (2024 cycle)
| Grant Type | Grant Date | Target Shares (#) | Grant Date Value ($) | Shares Earned (#) | Vesting |
|---|---|---|---|---|---|
| RSUs | 3/15/2024 | 7,959 | 1,000,048 | — | Quarterly per plan; see schedule below |
| PSUs | 3/15/2024 | 7,959 | 1,000,048 | 2,127 (27%) | 50% on 12/31/2025; 50% on 12/31/2026, subject to service |
Outstanding Unvested Equity (as of 12/31/2024; MV at $90.77/share)
| Award | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs | 7/15/2022 | 4,780 | 433,881 |
| RSUs | 3/15/2023 | 5,480 | 497,420 |
| PSUs (2023 cycle; earned) | 3/15/2023 | 4,871 | 442,141 |
| RSUs | 3/15/2024 | 6,467 | 587,010 |
| PSUs (2024 cycle; earned) | 3/15/2024 | 2,127 | 193,068 |
Vesting schedules:
- RSUs (2024 and many awards): 1/16th vest on the 15th day of the second month of each calendar quarter following grant; continuous service required .
- RSUs (Hayward’s 2022 new-hire grant): 1/4th vests at 12 months, then 1/16th quarterly thereafter; continuous service required .
- PSUs: single-year performance measured in 2024; earned shares vest 50% on 12/31/2025 and 50% on 12/31/2026; continuous service required .
Ownership and alignment:
- Beneficial ownership as of 3/28/2025: 2,890 shares (<1%), including 171 directly and 2,719 RSUs vesting within 60 days .
- Stock ownership guidelines: Section 16 officers must hold equity equal to 300% of salary; covered officers and directors have met or are expected to meet within required timeframes .
- Hedging/pledging: Company policy prohibits short sales, hedging transactions, and pledging of Company stock; pre-clearance required for certain insiders .
- Clawback: Mandatory recovery of erroneously awarded cash and performance-based equity upon certain financial restatements under Dodd-Frank-compliant policy .
2024 vesting/realization:
- Shares vested for Hayward in 2024: 19,951; value realized $1,882,193 .
Employment Terms
Designation and role:
- CTO since June 2022; designated executive/Section 16 officer on September 16, 2024 .
Severance and change-in-control economics (illustrative as of 12/31/2024):
| Scenario | Cash Severance ($) | Bonus ($) | Health Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control + Qualifying Termination | 525,000 | 525,000 | 38,546 | 2,153,518 | 3,242,064 |
| Qualifying Termination (No CIC) | 525,000 | — | 38,546 | 1,132,991 | 1,696,537 |
| Death/Disability (Equity) | — | — | — | 2,153,518 | — |
Plan mechanics:
- Double-trigger CIC: 100% acceleration of unvested time-based equity; performance-based equity fully accelerates if performance period completed; if CIC occurs before determination date, performance measured as of CIC (actual if measurable; target if not) and subject to service until termination; on qualifying termination post-CIC, earned/unvested portions accelerate .
- Non-CIC termination: cash severance (12 months of salary for Severance Plan participants), COBRA coverage up to 12 months, and acceleration of time-based equity that would vest over the following 12 months; similarly for earned PSUs scheduled to vest over the next 12 months .
- Change-in-control and severance plans are double-trigger; no single-trigger benefits .
Investment Implications
- Pay-for-performance alignment: 2024 PSU payout at 27% (driven by below-threshold GAAP EPS and modest PSR growth), while annual bonus funded largely by near-target MBO performance—indicative of tighter linkage of equity outcomes to financial results and potential upside as EPS recovers .
- Retention and selling pressure: Multi-year vesting (PSUs into 2025–2026; RSUs quarterly) and double-trigger CIC provisions create meaningful deferred comp and retention hooks; hedging/pledging prohibitions and ownership guidelines reduce misalignment risk .
- Severance economics: In a CIC termination, Hayward’s illustrative total package would be $3.24M, dominated by equity acceleration—making equity value and performance the primary lever; non-CIC severance ($1.70M) is materially smaller, focusing on salary/COBRA and limited acceleration .
- Execution risk and value creation: Company-wide 2024 outcomes (1% revenue growth, Adjusted EBITDA margin 9.6%) frame the operating context for Hayward’s tech/digital execution; medium-term plan targets include 4–6% revenue CAGR and 10–11% Adjusted EBITDA margin, aligning future comp outcomes with improved pricing, benefits innovation, broker expansion, and tech-enabled service scaling .