Myrna Soto
TRINET GROUPAbout Myrna Soto
Independent director at TriNet since May 2021; age 56. Cybersecurity and technology-risk expert with 30+ years across Comcast (Global CISO), Forcepoint (Chief Strategy & Trust Officer), and Digital Hands (COO). Education: MBA and MS (Nova Southeastern University), BA in Psychology (Florida International University); master certificate in project management/IT management (GWU); NACD Governance Fellow. Re-elected at the 2025 Annual Meeting to a term through 2028 with strong shareholder support (42,058,330 “For”, 571,437 “Withheld”). Independent under NYSE standards; Board separates Chair and CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast | Global Chief Information Security Officer | 2009–2018 | Led global information security; enterprise risk focus |
| Bay Dynamics | Strategic Advisor to CEO | Jul 2015–Dec 2019 | Security analytics advisor |
| Digital Hands | Chief Operating Officer | Mar 2019–May 2020 | Operations and security services leadership |
| Forcepoint | Chief Strategy & Trust Officer | May 2020–May 2021 | Trust, strategy, cyber risk |
| TPG | Senior Investment Advisor | Since Jan 2022 | PE investment/technology diligence |
| ForgePoint Capital | Advisory Board Member | Since Mar 2019 | VC cybersecurity portfolio advisor |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CMS Energy/Consumers Energy | Director | Since Jan 2015 | Chair, Governance/Sustainability/Public Responsibility; Member, Audit; Member, Executive |
| Popular, Inc. | Director | Since Jul 2018 | Corporate Governance & Nominating; Risk Management (Risk Management Expert); Technology |
| Spirit Airlines | Director (prior) | Jul 2018–Mar 2025 | Board service concluded Mar 2025 |
| Delinea (private) | Director | Since Jul 2021 | Cybersecurity SaaS |
| Vectra.ai (private) | Director | Since Jun 2023 | AI-driven security |
| Headspace (private) | Director (prior) | Oct 2021–Aug 2024 | Board service concluded |
| Huntress (private) | Director (prior) | Sep 2023–Aug 2024 | Board service concluded |
Board Governance
| Item | Details |
|---|---|
| Committees at TriNet | Finance & Audit (Member, designated Audit Committee Financial Expert), Risk (Member) |
| Independence | Board determined all directors except the CEO are independent (NYSE) |
| Attendance | In 2024, each director attended at least 75% of Board and committee meetings; Board held 6 meetings; non-management directors held 5 executive sessions |
| Risk Oversight | Risk Committee oversees ERM, information security, data privacy, disaster recovery; Finance & Audit oversees financial risk, internal controls, auditor independence |
| 2025 Election Outcome | Soto: 42,058,330 For; 571,437 Withheld; 2,921,844 broker non-votes |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 85,000 |
| Stock Awards (RSUs, grant-date fair value) | 215,080 |
| Total | 300,080 |
Non-Employee Director Compensation Policy (effective; increases as of May 24, 2024): Board annual retainer $60,000 (member) / $90,000 (Chair); Finance & Audit retainer $15,000 (member) / $40,000 (Chair); CHCM $15,000 (member) / $30,000 (Chair); Nominating & Corporate Governance $10,000 (member) / $20,000 (Chair); Risk $10,000 (member) / $20,000 (Chair). Annual RSU grant: $215,000 grant-date value ($335,000 for Board Chair). Max annual director compensation cap: $750,000.
Performance Compensation
| Equity Grant Mechanics | Details |
|---|---|
| Annual RSU Grant (2024) | Grant-date fair value $215,000; as reported for 2024: $215,080 |
| Outstanding Unvested RSUs (12/31/2024) | 2,000 RSUs for each current non-employee director (other than Mr. Evanko and Mr. Hodgson) |
| Vesting | Annual RSUs vest in full on earlier of 12 months from grant or trading date closest before next Annual Meeting, subject to service |
| Change-in-Control | Director RSUs eligible to vest in full immediately prior to a change in control, subject to service as of day prior |
| Performance Metrics | None for director equity (time-based RSUs only) |
Other Directorships & Interlocks
| Potential Interlocks/Conflicts | Status |
|---|---|
| Related-Party Transactions involving Ms. Soto | None disclosed; 2024 related-party transactions involved Atairos (customer), Cantillon (customer; exited), SoundThinking (customer; director Mr. Clark), and Cigna (vendor; director Mr. Evanko) |
| Director Independence Oversight | Nominating & Governance monitors director independence and conflicts |
Expertise & Qualifications
- Deep cybersecurity, information risk, and technology operations expertise; prior Global CISO at Comcast; leadership roles at Forcepoint and Digital Hands .
- MBA and MS (Nova Southeastern), BA (Florida International University), master certificate (GWU), NACD Governance Fellow .
- Designated as Audit Committee Financial Expert on TriNet’s Finance & Audit Committee; all members deemed financial experts by Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Myrna Soto | 9,058 | * (<1%) | Includes 7,058 shares owned directly and 2,000 shares issuable upon settlement of RSUs within 60 days of March 28, 2025 |
| Stock Ownership Guidelines | — | — | Non-employee directors must hold equity = 500% of annual cash retainer; as of 12/31/2024, officers and Board members have met or are expected to meet guidelines within required time frames |
| Hedging/Pledging | — | — | Hedging, pledging, short sales prohibited for employees, executive officers, and directors |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-05-24 | Award (A) | 2,000 | 0.00 | 9,058 | |
| 2025-05-23 | Award (A) | 2,649 | 0.00 | 11,707 |
Governance Assessment
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Strengths
- Independent director with designated Audit Committee Financial Expert status and dual service on Finance & Audit and Risk—aligns with TriNet’s emphasis on financial controls and information security oversight .
- Strong shareholder support in 2025 election; say-on-pay also passed (41,563,986 For; 992,281 Against; 73,500 Abstentions), indicating broad investor confidence in compensation oversight .
- Director compensation mix balanced toward equity with clear vesting and robust ownership policy; prohibitions on hedging/pledging enhance alignment .
- No related-party transactions disclosed involving Ms. Soto; reduces conflict risk .
-
Watch items
- Multiple concurrent public and private board roles (TriNet, CMS Energy, Popular; prior Spirit) elevate time-commitment considerations; however, TriNet reports at least 75% attendance for all directors in 2024 and regular executive sessions, mitigating immediate concerns .
- Director RSUs accelerate upon change in control (market-standard but can be perceived as less shareholder-friendly); continue to monitor governance trends and investor feedback on director equity acceleration provisions .
Overall: Ms. Soto brings high-value cybersecurity and risk oversight credentials, is deemed independent, has strong re-election support, and shows alignment via equity and ownership policies, with no disclosed conflicts at TriNet.