Paul Chamberlain
TRINET GROUPAbout Paul Chamberlain
Paul Chamberlain is an independent director at TriNet Group, Inc. (TNET), age 61, who joined the Board in December 2015; he currently chairs the Compensation and Human Capital Management Committee and serves on the Finance and Audit Committee . He founded PEC Ventures, a strategic and financial advisory firm, in January 2015 following 26 years at Morgan Stanley, where he was Managing Director and Co-Head of Global Technology Banking . He has served on ServiceNow’s board since October 2016 and previously served on Veeva Systems’ board from December 2015 to June 2023; he also teaches at Princeton University’s Bendheim Center of Finance and holds a B.A. (Princeton, 1985) and an MBA (Harvard Business School, 1989) . The Board has determined all non-employee directors are independent under NYSE rules, including Mr. Chamberlain .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Co-Head of Global Technology Banking | 26 years (prior to Jan 2015) | Senior leadership in technology investment banking; strategic and financial expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow, Inc. | Director | Since Oct 2016 | Not disclosed |
| Veeva Systems, Inc. | Director (prior) | Dec 2015 – Jun 2023 | Not disclosed |
| Princeton University (Bendheim Center of Finance) | Lecturer | Since Jan 2023 | Academic focus in finance; governance-relevant expertise |
| JobTrain (Menlo Park) | Chair, Strategic Advisory Committee | Since Jul 2020 | Workforce development advisory leadership |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Management (CHCM); Member, Finance & Audit .
- Audit Committee financial expert: Board determined all Finance & Audit members (including Chamberlain) are “audit committee financial experts” under SEC rules .
- Independence: Board determined all non-employee directors are independent under NYSE rules .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings; non-management directors held 5 executive sessions .
- Board leadership: Independent Chair (David C. Hodgson) serves as lead independent director and presides over executive sessions .
- 2025 election outcome: Chamberlain reelected with 41,746,793 “For” votes; 882,974 “Withheld”; 2,921,844 broker non-votes .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board annual retainer (non-chair) | $60,000 | Increased effective May 24, 2024 |
| CHCM Committee chair retainer | $30,000 | Chair fee |
| Finance & Audit member retainer | $15,000 | Member fee |
| 2024 cash fees paid (Chamberlain) | $105,000 | Consistent with role mix |
| Annual director RSU grant | $215,000 grant-date fair value | Granted at first Board meeting each calendar year; Board Chair receives $335,000 |
| 2024 stock award (Chamberlain) | $215,080 grant-date fair value | Measured at closing price on grant date |
| 2024 total director pay (Chamberlain) | $320,080 | Cash plus equity |
Vesting and change-in-control terms for director RSUs:
- Annual RSUs vest in full on the earlier of the 12-month anniversary of grant or the trading day preceding the next Annual Meeting, subject to continuous service .
- RSUs for non-employee directors vest in full immediately prior to a change in control if the director remains in service through the day before the change .
Performance Compensation
| Metric | Target | Outcome | Notes |
|---|---|---|---|
| Performance-based equity for directors | N/A | N/A | Non-employee director equity grants are time-based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Relationship to TriNet | Transaction Amount (2024) | Note |
|---|---|---|---|
| ServiceNow (Chamberlain board role) | Not disclosed as customer/vendor in related-party section | N/A | No Chamberlain-related transactions disclosed |
| Veeva Systems (prior board role) | Not disclosed | N/A | No Chamberlain-related transactions disclosed |
Related party transactions (context for Board conflicts; none attributed to Chamberlain):
- Atairos (director Michael Angelakis affiliated) paid TriNet $1,249,937 as a customer in 2024; reviewed/approved under policy .
- Cantillon (former >5% holder) paid $916,268 as a customer; no longer >5% holder as of Nov 1, 2024 .
- SoundThinking (director Ralph Clark is CEO) paid $4,123,110 as a customer .
- Cigna (director Brian Evanko affiliated) received $1,006,610 as a vendor .
Expertise & Qualifications
- Strategic and financial expertise from Morgan Stanley technology banking leadership; founder of PEC Ventures .
- Public company board experience (ServiceNow; prior Veeva) .
- Academic finance teaching (Princeton Bendheim) .
- Audit Committee financial expert designation via committee determination .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Breakdown |
|---|---|---|---|
| Paul Chamberlain | 36,991 | <1% | Includes 34,991 direct and 2,000 RSUs issuable within 60 days |
| Shares outstanding (record date) | 48,397,519 | — | Record date March 28, 2025 |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must hold equity equal to 500% of annual cash retainer; unvested awards and unexercised options do not count .
- Compliance: As of Dec 31, 2024, Board members have met or are expected to meet requirements within required time frames .
- Hedging/pledging: Prohibited for directors and employees, including short sales, options, hedging, and pledging/margin accounts .
Section 16 and insider activity:
- The company reports all directors and officers complied with Section 16(a) filing requirements in 2024 .
Governance Assessment
- Board effectiveness: Chamberlain’s dual role (CHCM Chair; Finance & Audit member) signals strong influence over pay design and financial oversight; designation as audit committee financial expert supports robust financial governance .
- Pay structure and alignment: Director pay uses modest cash retainers and time-based RSUs with annual full vest tied to service; ownership guidelines (500% of cash retainer) and hedging/pledging prohibitions reinforce alignment with shareholders .
- Attendance and engagement: Board met 6 times in 2024 and all directors met at least the 75% attendance threshold; non-management directors held 5 executive sessions led by the independent Chair, supporting independent oversight .
- Shareholder sentiment: 2024 say‑on‑pay approved by ~98% of votes; 2025 say‑on‑pay received 41,563,986 “For” vs. 992,281 “Against” and 73,500 abstentions, indicating strong support for compensation governance .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Chamberlain; related-party dealings for other directors were reviewed/approved under policy by the Finance & Audit Committee, mitigating conflict risk .
RED FLAGS and watch items:
- Single-trigger change-in-control vesting for director RSUs (vests immediately prior to change in control) is disclosed; while common, investors may prefer double-trigger structures to better align incentives around continued service post-transaction .
- Continued monitoring of any future customer/vendor relationships involving companies where Chamberlain holds board or advisory roles is prudent, though none are disclosed currently .