Michael Angelakis
TRINET GROUPAbout Michael J. Angelakis
Michael J. Angelakis (age 60) is an independent director of TriNet Group, Inc. (TNET), serving since February 2017. He is Chairman and CEO of Atairos Management, L.P. (since August 2015), and previously served as Vice Chair (2011–2015) and CFO (2007–2015) of Comcast Corporation; he holds a B.S. from Babson College and completed Harvard Business School’s O/P Management Program . He was elected to TriNet’s board pursuant to a Stockholder Agreement with AGI-T, L.P., an Atairos affiliate, reflecting a long-term governance linkage .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | Vice Chair; CFO | Vice Chair: 2011–2015; CFO: 2007–2015 | Senior management leadership; public-company finance credentials |
| Providence Equity Partners | Managing Director; Member of Management & Investment Committees | 1999–2007 | Private equity investing and oversight experience |
| Federal Reserve Bank of Philadelphia | Chairman of the Board | Oct 2015–Aug 2017 | Financial governance leadership |
| Babson College | Trustee | Not specified | Educational governance involvement |
External Roles
| Company/Institution | Role | Start Date |
|---|---|---|
| Atairos Management, L.P. | Chairman & CEO | Aug 2015 |
| American Express Company | Director | Mar 2025 |
| Clarivate PLC | Director | Dec 2021 |
| Exxon Mobil Corporation | Director | Mar 2021 |
| Lucky Strike Corporation | Director | Jul 2017 |
| Hewlett Packard Enterprise | Former Director | Oct 2015–Mar 2020 |
| Duke Energy Corporation | Former Director | Oct 2015–Aug 2017 |
Board Governance
- Committee memberships: Compensation and Human Capital Management (CHCM) and Nominating & Corporate Governance (NCG); not listed as chair of either .
- Independence: Board determined all non-employee directors, including Angelakis, are independent under NYSE rules; CEO is the only non-independent director .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of board and applicable committee meetings. Non-management directors held five executive sessions; the Board Chair acts as lead independent director .
- Committee activity indicators: CHCM met five times; NCG met five times in 2024, reinforcing active oversight cadence .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $85,000 | Consistent with policy: Board retainer $60,000; CHCM member $15,000; NCG member $10,000 |
| Equity (RSUs) | $215,080 grant-date fair value | Annual RSU grant of $215,000 vests in full at ~12 months or prior to next annual meeting; settled in shares |
| Total | $300,080 | As reported in 2024 director compensation table |
Policy reference (for governance benchmarking):
- Board cash retainers: Chair $90,000; members $60,000; CHCM $30,000 chair/$15,000 member; NCG $20,000 chair/$10,000 member; Finance & Audit $40,000 chair/$15,000 member; Risk $20,000 chair/$10,000 member (Chair amounts increased effective May 24, 2024) .
- Annual director RSU grant: $215,000 ($335,000 for Board Chair), full vest at ~12 months; change-in-control full vesting eligibility .
Performance Compensation
- Directors do not receive performance-based equity (no PSUs) or options; RSUs vest time-based annually with no performance conditions .
- Detailed metric table: Not applicable for non-employee directors (performance metrics apply to executive PSUs, not director pay) .
Other Directorships & Interlocks
| Entity | Relationship to TriNet | Interlock/Transaction | 2024 Dollar Amount |
|---|---|---|---|
| Atairos Group, Inc. (and affiliates) | >5% holder; Angelakis is Chair/CEO | Atairos is a TriNet customer | $1,249,937 paid to TriNet by Atairos (incl. affiliates and WSE pass-throughs) |
| SoundThinking, Inc. | Director (Clark is CEO) | Customer-related party transaction | $4,123,110 paid by SoundThinking (incl. affiliates/WSE pass-throughs) |
| Cigna (Evanko is CEO of Cigna Healthcare; CFO of The Cigna Group) | Vendor-related party transaction | TriNet paid Cigna (incl. affiliates) | $1,006,610 paid by TriNet |
Related-party policy: Finance & Audit Committee pre-approves/ratifies related-person transactions >$120,000; evaluates arm’s-length terms and related-person interest .
Expertise & Qualifications
- Extensive investment, financial, and managerial experience; prior public-company CFO; broad board experience across large-cap companies and regulated financial institutions .
- Educational credentials: B.S. from Babson College; Harvard Business School O/P Management Program .
- Board qualifications: NCG committee cites his strategic, financial, and leadership qualifications for service .
Equity Ownership
| Holder/Capacity | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Michael J. Angelakis (aggregate per footnote) | 18,117,859 | 37.4% | Includes (i) 14,916,419 AGI-T, L.P.; (ii) 3,169,354 A-A SMA, L.P.; (iii) 30,086 directly; (iv) 2,000 RSUs issuable within 60 days; beneficial ownership disclaimed except to pecuniary interest |
| Unvested director RSUs (Angelakis) | 2,000 | — | Unvested RSUs outstanding as of Dec 31, 2024 (standard annual grant) |
- Ownership guidelines: Non-employee directors must hold equity equal to 500% of annual cash retainer; unvested/unexercised awards excluded from compliance calculation. As of Dec 31, 2024, Board members have met or are on track within required time frames .
- Hedging/pledging: Company policy prohibits pledging, hedging, short sales, and derivative transactions in company stock for directors and employees, reinforcing alignment .
Governance Assessment
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Strengths:
- Independent director with deep finance/PE and public-company experience; strong committee placement on CHCM and NCG aligns with his expertise .
- Board independence affirmed; active committee cadence; executive sessions led by an independent Board Chair/lead independent director .
- Director compensation structure is conventional (cash + time-based RSUs), with modest total comp; clear stock ownership guidelines and insider-trading controls .
-
Potential conflicts and red flags:
- Atairos-related concentration: Angelakis-linked entities collectively beneficially own ~37.4% of TNET; he was elected via a Stockholder Agreement with an Atairos affiliate . Atairos is also a TriNet customer, paying ~$1.25M in 2024, constituting a related-party transaction (approved under policy) . This creates potential influence and principal–agent concerns; ongoing Finance & Audit Committee oversight of such transactions is critical.
- Interlocks elsewhere (e.g., American Express, Clarivate, Exxon Mobil) require continuous monitoring for any future vendor/customer ties with TriNet; none disclosed in 2024 proxy beyond the Atairos item .
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Engagement and reliability signals:
- Attendance at/above 75% threshold; Board/committee meeting volumes indicate regular engagement (6 Board meetings; CHCM 5; NCG 5) .
- CHCM independence and use of independent consultant (Meridian) with conflict checks strengthens pay governance; interlocks report shows no CHCM insider participation issues .
-
Shareholder feedback:
- Say‑on‑pay support was ~98% at the 2024 meeting, indicating broad investor confidence in compensation governance; CHCM made no program changes due to high support .
Overall implication: Angelakis brings strong governance and financial acumen, but his Atairos leadership and the large Atairos/TNET ownership and customer relationship introduce a structural conflict risk that warrants continued transparent oversight by independent committees and rigorous application of related‑party review policies .