Ralph Clark
TRINET GROUPAbout Ralph A. Clark
Independent director at TriNet (TNET); age 66; joined the Board in March 2021; currently serves as Chair of the Nominating & Corporate Governance Committee and member of the Compensation & Human Capital Management (CHCM) Committee. Career spans CEO of SoundThinking, Inc. (NASDAQ: SSTI) since June 2010, prior CEO of GuardianEdge (acquired by Symantec), VP Finance at Adaptec and CFO of Snap Appliance; early career at IBM and in investment banking at Goldman Sachs and Merrill Lynch. Education: B.S. Economics (University of the Pacific, 1981), MBA (Harvard Business School, 1993) . TriNet’s Board has determined all non-employee directors (including Clark) are independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoundThinking, Inc. | President & CEO | Jun 2010–present | Leads public company; brings operator perspective to board |
| GuardianEdge Technologies | CEO | 2005–2010 | Led company through acquisition by Symantec |
| Adaptec, Inc. | VP Finance | Prior to 2005 | Finance leadership in storage; later CFO at Snap Appliance (acquired by Adaptec) |
| Snap Appliance | CFO | Prior to 2005 | CFO; company acquired by Adaptec |
| IBM | Marketing Representative | Early career | GTM experience |
| Goldman Sachs; Merrill Lynch | Investment Banking | Post-MBA (3 years) | Capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glowforge, Inc. (private) | Director | Since Sep 2021 | Private Seattle-based company |
| HBS Global Advisory Board | Member | Since Feb 2019 | Strategic advisory role |
| Pacific Community Ventures | Former Board member; Chair Emeritus | Prior | Community impact leadership |
| Oakland Boys & Girls Club | Former Board member; Chair | Prior | Non-profit governance |
| Oakland Museum of California | Former Trustee; Vice-Chair | Prior | Cultural institution governance |
| American Conservatory Theater | Former Trustee | Prior | Arts governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, CHCM .
- Independence: Board determined all non-employee directors are independent (except CEO) under NYSE rules; no family relationships among directors/executives .
- Attendance & engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings during their service; non-management directors held five executive sessions .
- Nominating & Corporate Governance scope: oversees Board composition, director independence, CEO evaluation and succession, ESG oversight, annual Board evaluation .
- CHCM scope: oversees executive and director compensation, equity plan administration, succession planning (non-CEO), risk oversight on compensation, stockholder engagement on comp; 5 meetings in 2024 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Board annual retainer (non-chair) | $60,000 | Per director compensation policy; increased effective May 24, 2024 |
| Nominating & Corporate Governance chair fee | $20,000 | Chair retainer |
| CHCM member fee | $15,000 | Member retainer |
| Cash fees earned (reported) | $95,000 | Matches retainer components above |
| Equity RSU grant (annual) | $215,080 | Annual RSU (grant-date fair value); vests fully at ~12 months/next AGM |
| Total 2024 director compensation | $310,080 | Cash + stock awards |
- Policy highlights: Annual RSUs of $215,000 for non-employee directors (Board Chair $335,000); change-in-control: director RSUs eligible to vest in full immediately prior to change-in-control; maximum annual non-employee director compensation capped at $750,000 .
Performance Compensation
- TriNet does not use performance-conditioned pay for non-employee directors; equity is time-vested RSUs (no PSUs/options for directors in 2024) .
Other Directorships & Interlocks
| Entity | Relationship | 2024 Amount | Governance Handling |
|---|---|---|---|
| SoundThinking, Inc. | Clark is CEO; SoundThinking is a TriNet customer | $4,123,110 paid to TriNet (incl. affiliates and pass-through amounts) | Reviewed/approved by Finance & Audit Committee under Related Person Transaction Policy; believed arm’s-length |
- Additional related persons noted by TriNet (context): Atairos (>$120k customer payments) and Cigna (vendor) reviewed similarly; Clark not tied to those transactions .
Expertise & Qualifications
- Operator experience as CEO of a public technology company; prior CFO/VP Finance roles (financial acumen) .
- Technology/security and growth strategy exposure via GuardianEdge and Adaptec/Snap; capital markets background (Goldman, Merrill) .
- Governance leadership: Chairs Nominating & Corporate Governance; prior extensive non-profit and advisory board service .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,741 | <1% of outstanding |
| Breakdown | 7,741 owned directly; 2,000 RSUs issuable within 60 days of Mar 28, 2025 | Footnote detail |
| Unvested director RSUs outstanding (12/31/2024) | 2,000 | As of year-end (Clark, along with other current non-employee directors except Evanko/Hodgson) |
| Ownership guidelines | Directors must hold equity equal to 500% of annual cash retainer; unvested awards and unexercised options do not count | |
| Compliance status | Officers and Board members have met or are expected to meet requirements within required timeframes | |
| Hedging/pledging | Prohibited: no short sales, options/derivatives, margin accounts, or pledging |
Governance Assessment
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Strengths:
- Independent director chairing Nominating & Corporate Governance enhances oversight of director independence, CEO evaluation/succession, and ESG reporting .
- Consistent engagement: Board met 6 times; executive sessions held; directors met attendance threshold .
- Director pay structure mixes modest cash retainers with equity RSUs vesting annually; aligns with shareholder interests; cap at $750k limits excess .
- Company-wide governance practices include clawback policy (Dodd-Frank compliant), robust stock ownership guidelines, and prohibitions on hedging/pledging .
- Strong say-on-pay support (98% in 2024), signaling shareholder confidence in compensation governance .
-
Conflicts/Red Flags:
- Related-party transaction: SoundThinking (Clark’s company) is a material customer of TriNet ($4.12M in 2024). While reviewed/approved by Finance & Audit Committee per policy and asserted arm’s-length, this interlock requires ongoing monitoring for pricing, preferential treatment, or information flow risks .
- Change-in-control vesting: Director RSUs vest in full immediately prior to change-in-control; could be perceived as entrenchment risk if not balanced by independent decision-making; mitigated by independence and overall policy cap .
-
Overall implication:
- Clark brings relevant operator/finance expertise and leads board governance; independence and attendance support board effectiveness. The SoundThinking relationship is the principal conflict risk; process controls (Audit Committee review under policy) partly mitigate, but investors should watch renewal terms, pricing, and disclosures around services to SoundThinking .
Insider Trading and Section 16 Compliance
- TriNet reported compliance with Section 16(a) filing requirements for officers and directors in FY2024 (no delinquent reports) .
- Insider Trading Policy prohibits trading on MNPI and requires pre-clearance for certain insiders; trading windows enforced .