Madhu Ranganathan
TRINET GROUPAbout Madhu Ranganathan
Independent director of TriNet Group, Inc. appointed effective September 30, 2025; classified as a Class II director with a term through the 2028 Annual Meeting and determined independent under NYSE standards . Former President, Chief Financial Officer, and leader of Corporate Development at OpenText, where revenue grew from $2.4B to over $5B during her seven-year tenure; prior CFO of [24]7.ai for over nine years; earlier finance leadership roles at Rackable Systems, Redback Networks, and Price Waterhouse . She serves on the boards of Bank of Montreal and Akamai Technologies and on their Audit/Finance committees; professional credentials include ICAI and AICPA membership and an MBA in Finance from the University of Massachusetts . Initial Form 3 filed October 2, 2025 reported no beneficial ownership at the time of appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenText | President, CFO, Head of Corp. Development | ~7 years; revenue grew from $2.4B to >$5B | Led transformative growth via acquisitions/divestitures; accelerated cloud growth; delivered margins/cash flows |
| [24]7.ai | Chief Financial Officer | >9 years | Led finance at AI/ML-enabled CX software/services company |
| Rackable Systems | Senior finance leadership | Not specified | Enterprise hardware; pre-acquisition by Silicon Graphics |
| Redback Networks | Senior finance leadership | Not specified | Networking equipment; pre-acquisition by Ericsson |
| Price Waterhouse LLP | Finance/accounting roles | Not specified | Public accounting foundation |
External Roles
| Organization | Role | Committees | Tenure |
|---|---|---|---|
| Bank of Montreal (TSX:BMO) | Director | Audit/Finance | Current |
| Akamai Technologies (NASDAQ:AKAM) | Director | Audit/Finance | Current |
Board Governance
- Appointment and independence: Appointed September 30, 2025 to fill a vacancy; Board determined she is independent under NYSE listing standards .
- Class/term: Class II director serving until the Company’s 2028 Annual Meeting, subject to successor qualification or earlier cessation .
- Committee assignments at TNET: Not disclosed at appointment; compensation to be per the Board’s Amended and Restated Non‑Employee Director Compensation Policy; expected to enter standard indemnification agreement .
- Board effectiveness context: In 2024, TriNet’s Board held six meetings; all directors met at least a 75% attendance threshold; non‑management directors held five executive sessions overseen by the independent Board Chair/Lead Independent Director .
- Independence and leadership: Board separates Chair and CEO; Board Chair (David Hodgson) is lead independent director and presides over executive sessions .
Fixed Compensation
| Component | Chair ($) | Non‑Chair Member ($) | Notes |
|---|---|---|---|
| Board Annual Retainer | 90,000 | 60,000 | Amounts increased effective May 24, 2024 |
| Finance & Audit Committee Annual Retainer | 40,000 | 15,000 | |
| Compensation & Human Capital Mgmt (CHCM) Annual Retainer | 30,000 | 15,000 | |
| Nominating & Corporate Governance Annual Retainer | 20,000 | 10,000 | |
| Risk Committee Annual Retainer | 20,000 | 10,000 | |
| Reimbursement of expenses | — | — | Reasonable out‑of‑pocket expenses reimbursed |
| Maximum annual compensation cap | — | — | $750,000 total cash+equity per director per calendar year |
Performance Compensation
| Equity Grant | Amount | Vesting | Change‑in‑Control | Initial Grant for New Directors |
|---|---|---|---|---|
| Annual RSU grant (non‑employee director) | $215,000 grant date fair value | Vests in full on earlier of 12 months from grant or trading date nearest to next year’s Annual Meeting; continuous service required | ||
| Annual RSU grant (Board Chair) | $335,000 grant date fair value | Same as above | ||
| CIC vesting | — | RSUs eligible to vest in full immediately prior to change in control, subject to service | ||
| New director RSU | $215,000 (or $335,000 if elected as Chair) | Pro‑rated to days until first anniversary of prior annual grant; vests on same date as most recent annual RSU for other directors, subject to service |
TriNet prohibits hedging, pledging, and short sales by directors and employees, enhancing alignment and reducing risk of misaligned incentives .
Other Directorships & Interlocks
| Company | Relationship to TNET | Interlock/Overlap Risk | Notes |
|---|---|---|---|
| Bank of Montreal | External board | Potential banking relationship diligence warranted; no related‑party arrangements disclosed by TNET | No arrangement/understanding for selection; independence confirmed |
| Akamai Technologies | External board | Potential vendor/partner exposure diligence warranted; no related‑party arrangements disclosed | No arrangement/understanding; independence confirmed |
Expertise & Qualifications
- Deep CFO experience in public and private tech companies; M&A execution, cloud transformation, and operating rigor across software, hardware, and tech‑enabled services .
- Audit/Finance committee experience at BMO and Akamai; strong governance and financial oversight aptitude .
- Professional credentials: Institute of Chartered Accountants (India), AICPA; MBA in Finance (University of Massachusetts) .
Equity Ownership
| As‑of Date | Beneficial Ownership (Common) | Derivatives | Ownership Form | Notes |
|---|---|---|---|---|
| Oct 2, 2025 (Form 3) | 0 shares; “No securities are beneficially owned.” | None reported | N/A | Initial statement at appointment as director |
- Stock ownership guidelines: Non‑employee directors must accumulate holdings equal to 500% of their annual cash retainer; unvested equity/vested‑but‑unexercised options do not count. Compliance required within five years of becoming subject; as of Dec 31, 2024, covered officers and Board members met or were expected to meet requirements within time frames .
- Hedging/pledging: Prohibited for directors and employees .
Governance Assessment
- Strengths: Independent appointment with no arrangements; seasoned CFO with audit/finance committee credentials enhances financial oversight; robust director pay framework with balanced cash and time‑based equity, a reasonable annual cap ($750k), and clear CIC vesting treatment; strong ownership alignment via stock ownership guidelines; prohibitions on hedging/pledging support investor alignment .
- Watch items: Committee assignments for Ms. Ranganathan were not disclosed at appointment; monitor for committee placement relevant to finance/risk oversight. External board roles at BMO/Akamai warrant ongoing diligence for any related‑party transactions; none are disclosed and independence was affirmed at appointment .
- Engagement signals: TriNet’s Board met six times in 2024 with executive sessions held five times under an independent Chair; attendance thresholds (≥75%) were met by all directors—baseline suggests a culture of engagement; Ms. Ranganathan’s attendance will be assessed beginning with 2025‑2026 cycles .