Maria Contreras-Sweet
TRINET GROUPAbout Maria Contreras-Sweet
Independent director at TriNet since November 2020; age 69. She chairs the Risk Committee and serves on the Nominating and Corporate Governance Committee. Career includes SBA Administrator (Obama Cabinet), California Cabinet Secretary (Business, Transportation & Housing), and founding/executive roles in banking and private equity . Independence affirmed in committee disclosures (Risk and Nominating committees comprised of independent directors) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Small Business Administration | Administrator (24th); Cabinet member | Apr 2014–Jan 2017 | Led federal small-business policy and programs |
| California Business, Transportation & Housing Agency | Cabinet Secretary | 1999–2003 | Oversight of statewide economic and infrastructure policies |
| ProAmerica Bank | Founder; Executive Chair | 2006–2014 | Founded and led Latino-focused community bank |
| Fortius Holdings | Co-Founder; Managing Partner | 2004–2006 | Private investment leadership |
| Contreras Sweet Enterprises | Managing Member | Jun 2017–present | Entrepreneurial advisory |
| Rockway Equity Partners, LLC | Managing Member | Aug 2017–present | Private equity leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Regional Management Corporation | Director | Jan 2018–present | Public company board |
| Zions Bancorporation | Director | Apr 2021–present | Public company board |
| Sempra Energy | Director | Mar 2017–May 2023 | Prior public company board |
| Vistage Worldwide | Private company board | Aug 2023–present | Private company |
| Bipartisan Policy Center | Nonprofit board | Feb 2018–present | Nonprofit governance |
| Los Angeles World Affairs Council | Chair | Ongoing | Civic leadership |
| Larta Institute | Distinguished fellow | Ongoing | Innovation network |
Board Governance
- Committee assignments: Risk Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Risk and Nominating committees are fully independent under NYSE standards .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of board and committee meetings during their service .
- Executive sessions: Non-management directors met in 5 executive sessions in 2024 .
- Risk oversight: Risk Committee mandate covers enterprise risk management, information security, data privacy, and disaster recovery; liaises with other committees on significant exposures . Finance & Audit covers financial reporting, internal controls, and auditor independence; CHCM covers compensation risk; Nominating oversees governance risks including director independence and conflicts .
Fixed Compensation
| Component | Amount | Basis/Detail |
|---|---|---|
| Board Cash Retainer (Non-Chair) | $60,000 | Director compensation policy; increased effective May 24, 2024 |
| Risk Committee Chair Fee | $20,000 | Annual retainer for Risk chair |
| Nominating & Corporate Governance Member Fee | $10,000 | Annual retainer for committee member |
| Total Cash Fees (2024) | $90,000 | Matches 2024 Director Compensation Table |
| RSU Grant (Annual) | $215,000 grant-date value | Granted at first Board meeting each calendar year; time-based vesting |
| 2024 Stock Awards (ASC 718 FMV) | $215,080 | Per 2024 Director Compensation Table |
| Total 2024 Director Compensation | $305,080 | Cash + equity |
| Maximum Annual Director Compensation Cap | $750,000 | Aggregate cash + equity cap |
Notes:
- 2024 mix ≈ 29.5% cash vs 70.5% equity, derived from $90,000 and $215,080 .
Performance Compensation
Directors do not have performance-based cash bonuses or PSU metrics; compensation is primarily annual RSUs with time-based vesting.
| Feature | Detail |
|---|---|
| RSU Grant Timing | Granted at first Board meeting each calendar year |
| Vesting | Vests in full on earlier of 12 months from grant or trading date preceding next Annual Meeting, subject to service |
| Change-in-Control Treatment | Annual and initial RSUs eligible to vest in full immediately prior to a change in control (director must be serving through day prior) |
| Meeting Fees | Not paid; compensation via retainers and annual equity |
| Performance Metrics | None disclosed for directors (no revenue/EBITDA/TSR targets applied to director equity) |
Governance signal: Single-trigger vesting of director RSUs upon change-in-control contrasts with the company’s double-trigger approach for executive CIC benefits, and can be viewed as less shareholder-friendly for directors .
Other Directorships & Interlocks
| External Company | Relationship to TriNet | Potential Interlock/Conflict |
|---|---|---|
| Zions Bancorporation | Not disclosed as customer/vendor/related party | No related-party transaction disclosed for Maria |
| Regional Management Corporation | Not disclosed as customer/vendor/related party | No related-party transaction disclosed for Maria |
| Sempra Energy (prior) | N/A | Historical only |
Company disclosed related-party dealings with Atairos (large holder/customer), SoundThinking (director CEO customer), and Cigna (director executive vendor). None involve Maria Contreras-Sweet .
Expertise & Qualifications
- Government/regulatory: Former SBA Administrator; California cabinet experience—valuable for compliance and policy oversight .
- Financial services and entrepreneurial: Founder/executive chair of ProAmerica Bank; private equity leadership roles .
- Governance: Current director at Zions and Regional Management; chairs Risk Committee at TriNet .
- Recognitions: Multiple honorary doctorates (Tufts, Whittier, CSU Los Angeles) .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| Beneficial Ownership (shares) | 10,403 | As of March 28, 2025; Proxy table |
| Ownership % of Outstanding | <1% | Proxy table (“* less than one percent”) |
| Unvested RSUs Outstanding | 2,000 | As of Dec 31, 2024; director RSUs |
| Stock Ownership Guidelines | 500% of annual cash retainer for non-employee directors; unvested awards and unexercised options excluded | Policy |
| Guideline Compliance Status | Board members have met or are expected to meet within required timeframes as of Dec 31, 2024 | Policy disclosure |
| Hedging/Pledging | Prohibited for employees, officers, directors | Policy |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-05-28 | 2025-05-23 | A (Award) | 2,649 | 13,052 | https://www.sec.gov/Archives/edgar/data/937098/000093709825000113/0000937098-25-000113-index.htm |
| 2024-05-29 | 2024-05-24 | A (Award) | 2,000 | 10,403 | https://www.sec.gov/Archives/edgar/data/937098/000093709824000123/0000937098-24-000123-index.htm |
Governance Assessment
- Committee leadership and expertise: As Risk Committee Chair, Contreras-Sweet oversees enterprise risk, cybersecurity, data privacy, and disaster recovery—areas materially relevant to TriNet’s PEO model and client trust. Her government and banking background complements risk oversight .
- Independence and attendance: Independent director; committees are independent; attendance threshold met alongside the board’s 6 meetings and 5 executive sessions in 2024, supporting engagement .
- Pay and alignment: Director pay tilted toward equity (≈70% of 2024 comp), with robust stock ownership guidelines (500% of cash retainer) and anti-hedging/pledging policies—positive alignment signals. The single-trigger vesting of director RSUs upon change-in-control is a governance caveat to monitor .
- Conflicts/related parties: No related-party transactions disclosed involving Contreras-Sweet; external public boards (Zions, Regional Management) are not identified as TriNet customers/vendors in the related-party section—low immediate conflict risk .
- Director compensation structure: Cash retainers and time-based RSUs; no meeting fees; clear committee retainer schedule. Annual director compensation cap ($750k) places an upper bound on pay .
RED FLAGS
- Single-trigger vesting of director RSUs on change-in-control (directors) versus double-trigger for executives—may be viewed as less aligned with shareholder interests .
- Significant shareholder-related transactions exist at board level (Atairos as customer and 37.4% holder), though not linked to Contreras-Sweet directly; continued monitoring advisable for board-wide governance dynamics .
Overall, Maria Contreras-Sweet presents strong risk oversight credentials and independence with equity alignment; governance watchpoints center on CIC equity vesting terms for directors rather than personal conflicts or attendance concerns .