Mala Murthy
TRINET GROUPAbout Mala Murthy
Mala Murthy, age 61, was appointed TriNet’s Executive Vice President and Chief Financial Officer effective November 28, 2025. She previously served as CFO of Teladoc Health (2019–2025), CFO of Global Commercial Services at American Express (2012–2019), and held finance leadership roles at PepsiCo (1995–2012). She holds a master’s in public and private management from Yale School of Management, an MBA from the Indian Institute of Management, and a bachelor’s in computer science and engineering from Jadavpur University; she also serves on Avantor, Inc.’s board since November 2021 . TriNet’s recent operational context includes FY2024 total revenue growth of ~1% vs. 2023, adjusted EBITDA of $485M, GAAP EPS of $3.43, and 2024 PSUs paid out at 27% of target—demonstrating rigorous pay-performance linkage across the senior team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teladoc Health | Chief Financial Officer | 2019–2025 | Led finance for tech-enabled healthcare services; capital allocation and scaling execution |
| American Express (Global Commercial Services) | Chief Financial Officer | 2012–2019 | Finance leadership over ~$15B revenue segment; commercial finance discipline |
| PepsiCo | Finance & Strategy Leadership (FP&A, Treasury, Corp Dev/Strategy) | 1995–2012 | Cross-functional finance leadership in global CPG |
External Roles
| Organization | Role | Years |
|---|---|---|
| Avantor, Inc. | Director | 2021–Present |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $650,000 | Annual base |
| Sign-on Bonus | $500,000 | Subject to pro-rata repayment if voluntary resignation or termination for cause before first anniversary of effective date |
| Target Annual Bonus | 100% of base salary | 2025 bonus pro-rated for period employed; paid subject to Company-established performance metrics |
Performance Compensation
| Award | Target Value | Vesting | Performance Terms |
|---|---|---|---|
| New-hire RSU (time-based) | $500,000 | Vests in full on one-year anniversary of grant, subject to continued service | |
| New-hire RSU (time-based) | $4,100,000 | 4-year vest: 25% at first anniversary; then 1/16 quarterly thereafter, subject to continued service | |
| 2026 Annual RSU | $1,750,000 | 4-year vest: 25% at first anniversary; then 1/16 quarterly thereafter, subject to continued service | |
| 2026 Annual PSU | $1,750,000 | Same performance terms/vesting framework as PSUs for other executive officers in 2026 cycle |
Reference performance framework: In 2024, PSUs used two equally weighted metrics—Professional Service Revenue Growth Rate and GAAP EPS—with single-year measurement and multi-year vesting; earned at 27% of target, vesting 50% on Dec 31, 2025 and 50% on Dec 31, 2026, subject to service .
Detailed 2024 PSU framework (indicative of Company’s approach):
| Metric | Weighting | Target | Actual | Payout Multiplier | Vesting |
|---|---|---|---|---|---|
| Professional Service Revenue Growth Rate | 50% | 4% | 1.2% | 53% | 50% on 12/31/2025, 50% on 12/31/2026 |
| GAAP EPS | 50% | $5.25 | $3.43 | 0% (below threshold) | As above |
| Total PSU Earned | — | — | — | 27% of target | As above |
2024 executive bonus framework (reference for Company approach):
| Metric | Weighting | 2024 Target | 2024 Actual | Plan Notes |
|---|---|---|---|---|
| Professional Service Revenue | 30% of bonus (60% combined with EBITDA) | $787M | $765M | Payout scales ±10% per 1% deviation; zero payout if Adjusted EBITDA gate not met |
| Adjusted EBITDA | 30% of bonus | $568M | $485M | Payout scales -6.67% per 1% below target/+4% per 1% above target; EBITDA gate at $483M |
| Corporate MBOs | 40% of bonus | 100% | 99.8% achieved | Common MBOs: new client growth, customer experience, inclusive culture |
| Company Payout Outcome | — | — | — | Aggregated payout factor 62.6% of target for most NEOs; CFO payout 43.8% of target reflecting Committee discretion |
Equity Ownership & Alignment
- Stock ownership guidelines: Section 16 officers must hold stock equal to 300% of base salary; CEO 500%; compliance due within five years, with unvested/unexercised awards not counted .
- Hedging and pledging prohibited: No short sales, puts/calls, derivatives, margin accounts, or pledging of Company stock .
- Clawback: Dodd-Frank–compliant policy requires recoupment of erroneously paid cash and performance-based equity to current/former officers following qualifying financial restatements .
- As a newly appointed officer (effective Nov 28, 2025), individual beneficial ownership at TriNet has not yet been disclosed; no related-party transactions under Item 404(a) .
Employment Terms
- Employment status: At-will per Employment Agreement .
- Severance: Eligible to participate in TriNet’s Amended and Restated Executive Severance Benefit Plan for qualifying terminations without “cause” or for “good reason,” including change in control; within 12 months of commencement, if equity acceleration gross value under the plan is less than $2,000,000, Company pays cash equal to the shortfall to $2,000,000 .
- Indemnification: Standard Company indemnification agreement to be entered .
- Change-in-control construct: Company follows double-trigger design (no single-trigger) for CIC benefits .
Company Performance Context
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $4,034M | $4,540M | $4,885M | $4,922M | $4,989M* |
| EBITDA ($USD) | $404M* | $492M* | $575M | $525M* | $282M* |
Values with “*” were retrieved from S&P Global.
| Profitability | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Net Income ($USD) | $355M | $375M | $173M |
| Diluted EPS ($USD) | $5.61 | $6.56 | $3.43 |
Additional 2024 operational context:
- Adj. EBITDA: $485M; Total Revenues ~$5.1B; EPS $3.43; Insurance Cost Ratio +6% YoY; Adjusted Net Income $269M; WSE growth and continued capital returns via dividend initiation and 1.77M share repurchase .
Compensation Committee Analysis
- Independent consultant: Meridian Compensation Partners engaged; advises on strategy, design, peer benchmarking, risk review, and disclosure .
- Peer group (reference set used for 2024 decisions includes): American Equity Investment, Broadridge, Cadence, CNO Financial, Conduent, FTI Consulting, Gartner, Genpact, Insperity, Maximus, Paychex, Primerica, SS&C, Synopsys, Teradata .
- Say-on-pay: 2024 approval ~98%; no program changes due to strong support .
Investment Implications
- Pay-for-performance alignment: Murthy’s package blends immediate retention RSUs ($500k 1-year; $4.1M 4-year) with ongoing annual RSUs/PSUs ($1.75M/$1.75M), linking future pay to the same performance architecture governing other executives—historically using GAAP EPS and Professional Service Revenue Growth for PSUs and Professional Service Revenue/Adjusted EBITDA for bonuses .
- Retention and selling pressure: Quarterly RSU vesting cadence after year one may create predictable windows for potential selling activity; hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Severance/CIC economics: Participation in the Executive Severance Plan with an explicit $2,000,000 equity-acceleration safety net in the first 12 months reduces near-term retention risk and aligns continuity amid transition; Company policy emphasizes double-trigger CIC, avoiding single-trigger windfalls .
- Governance quality signals: Robust clawback, ownership guidelines, independent CHCM oversight, and strong say-on-pay (>98%) point to disciplined incentive design; execution risk at TriNet remains tied to delivering medium-term plan (revenue growth, margin expansion) and improving GAAP EPS given recent declines .
No family relationships or related-party transactions disclosed for Murthy; standard indemnification applies .