Sidney Majalya
TRINET GROUPAbout Sidney Majalya
Sidney Majalya is Senior Vice President, Chief Legal Officer (CLO) and Secretary at TriNet (TNET), age 53, appointed in April 2024 and promoted to CLO & Secretary in September 2024. He has 25+ years of legal, risk, and compliance experience, previously serving as EVP, Chief Risk Officer & Deputy General Counsel at Binance.US (Dec 2021–Nov 2023), VP and Chief Compliance Officer & Group Counsel for Global Government Affairs at Intel (Aug 2019–Dec 2021), senior roles at Oracle and Uber, and nearly 10 years as a trial attorney in the U.S. DOJ Antitrust Division; he holds a BA in Government from Dartmouth and a JD from Columbia Law School . During his tenure, TriNet’s 2024 performance included total revenues of $5.1B (+1% YoY), Adjusted EBITDA of $485M (-30% YoY), Net Income $173M (-54% YoY), and Diluted EPS $3.43 (-48% YoY), while 2023 delivered revenues of $4.9B (+1% YoY), Net Income $375M (+6% YoY), and Diluted EPS $6.56 (+17% YoY) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Binance.US | EVP, Chief Risk Officer & Deputy General Counsel | Dec 2021–Nov 2023 | Built and led risk/compliance; executive oversight in high-growth crypto platform |
| Intel | VP, Chief Compliance Officer & Group Counsel, Global Government Affairs | Aug 2019–Dec 2021 | Led global compliance and government affairs counsel in regulated technology operations |
| Oracle | Senior legal positions | ~2005–2016 | Senior counsel roles (including APAC/Japan); corporate, securities & acquisitions legal leadership |
| Uber | Senior legal leadership roles | Not specified | Executive legal roles supporting operational scale and regulatory navigation |
| U.S. DOJ Antitrust Division | Trial Attorney | ~10 years | Federal antitrust enforcement litigation experience |
External Roles
No public company directorships or committee roles disclosed for Mr. Majalya in TriNet’s proxy materials .
Fixed Compensation
Specific base salary, target bonus %, and actual cash bonus for Mr. Majalya are not disclosed in the 2024 or 2025 DEF 14A; TriNet’s senior executive program generally uses three elements: base salary (market-competitive fixed pay), annual cash incentives (at-risk, tied to Company financial objectives and MBOs), and long-term equity (blend of time-based RSUs and PSUs) .
Performance Compensation
TriNet’s executive incentive framework (company-wide) in 2023–2024:
| Metric | 2023 Target | 2023 Actual | 2024 Target | 2024 Actual | Weighting | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Professional Service Revenues ($) | $785M | $756M | $787M | $765M | 30% of bonus | For every 1% below goal, bonus scales down 10%; for every 1% above goal, scales up 10% | N/A for cash; equity considered separately |
| Adjusted EBITDA ($) | $509M | $697M | $568M | $485M (Gate met at $483M) | 30% of bonus | For every 1% below goal, down 6.67%; above goal, up 4%; with EBITDA gate at $433M (2023) and $483M (2024) | N/A for cash |
| Corporate MBOs | Targeted goals | 119% achievement | Targeted goals | 99.8% achievement | 40% of bonus | Scaled up to max 150% per component, within overall max 200% award | N/A |
| PSU Metric: Pro Service Revenue Growth (%) | 4% | 0.3% (0% multiplier) | 4% | 1.2% (53% multiplier) | 50% of PSU | 50% threshold, 100% target, 200% max | PSU earned shares vest 50% 12/31/2024 & 12/31/2025 (2023 awards); 50% 12/31/2025 & 12/31/2026 (2024 awards) |
| PSU Metric: GAAP EPS ($) | $3.84 | $6.56 (200% multiplier) | $5.25 | $3.43 (below threshold, 0%) | 50% of PSU | 50% threshold, 100% target, 200% max; 2024 awards also capped at 125% if MBOs <60% | As above |
Notes:
- 2024 PSU awards earned 27% of target; vesting 50% on 12/31/2025 and 50% on 12/31/2026, subject to continuous service .
- Annual bonus weighting for all executives: 60% financial (even split between Pro Service Revenues and Adjusted EBITDA), 40% corporate MBOs; awards scaled 0–200% .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Role | Senior Vice President, Chief Legal Officer & Secretary | Signature line on 8-K; DEF 14A executive officers |
| Beneficial shares (post-transaction) | 23,033 shares as of May 21, 2025 (aggregator; based on SEC forms) | |
| Beneficial shares (post-sale) | 21,708 shares after 775-share sale at $68.8 on Aug 25, 2025 (Rule 10b5-1 plan) | |
| 10b5-1 trading plan | Plan established May 23, 2025 (sale reported Oct 1, 2025) | |
| Tax withholding events | Shares withheld to cover taxes on RSU vesting (Form 4s: May 19, 2025; Aug 19, 2025) | |
| Ownership as % of shares outstanding | Approx. 0.05% (23,033 / 48,397,519 shares outstanding on Mar 28, 2025) | Shares outstanding: ; holdings: |
| Hedging/pledging | Company policy prohibits hedging and pledging; short sales/derivatives banned | |
| Stock ownership guidelines | Section 16 officers required to hold 300% of base salary; CEO 500%; timeline up to 5 years; as of 12/31/2024 officers were on track or met requirements |
Vesting schedules and alignment:
- Time-based RSUs typically vest quarterly over 4 years (standard program) .
- 2024 PSU earned shares vest 50% on 12/31/2025 and 50% on 12/31/2026; 2023 PSU earned shares vest 50% on 12/31/2024 and 50% on 12/31/2025 .
Employment Terms
- At-will employment agreements are standard for executive officers, setting base salary, target bonus, and initial equity awards; executive officers are eligible for severance and double-trigger change-in-control benefits under agreements or company plans (no single-trigger) .
- Clawback policy: amended in 2023 to comply with Dodd-Frank Section 954; Company must seek recoupment of erroneously paid cash and performance-based equity incentives for current/former Section 16 officers in case of financial restatement .
- Insider Trading Policy: trading windows, pre-clearance required for certain individuals; prohibits trading on MNPI and tipping .
Performance & Track Record
- Company results in 2024 reflected macro headwinds (insurance costs, low customer hiring): Revenues $5.1B (+1%), Insurance Cost Ratio 90% (+6% YoY), Adjusted EBITDA $485M (-30%), Net Income $173M (-54%), Diluted EPS $3.43 (-48%) .
- 2023 performance: Revenues $4.9B (+1%), Operating Income $469M (-6%), Net Income $375M (+6%), Diluted EPS $6.56 (+17%) .
- Management and CHCM oversight emphasize pay-for-performance with high at-risk compensation mix; say-on-pay approval ~98% in 2024 .
Compensation Committee & Peer Benchmarking
- CHCM Committee is independent; uses Meridian Compensation Partners as consultant; annually reviews peer groups and program design .
- 2024 peer group (unchanged from prior review) included: Paychex, Insperity, Broadridge, SS&C Technologies, Cadence, Synopsys, Gartner, Genpact, Maximus, Teradata, Conduent, CNO Financial, FTI Consulting, Primerica, American Equity Investment .
Investment Implications
- Alignment: Prohibition on hedging/pledging and stock ownership guidelines (300% of salary for Section 16 officers) reduce misalignment risk; clawback policy enhances pay integrity .
- Selling pressure: Transactions to satisfy tax withholding and sales under a 10b5-1 plan indicate structured dispositions rather than discretionary selling; reported holdings of ~23,033 in May 2025 and ~21,708 after Aug 2025 sale suggest modest liquidity events relative to total shares outstanding (~0.05%), limiting insider overhang .
- Incentives: Company-wide metrics (Pro Service Revenues, Adjusted EBITDA; PSU revenue growth and GAAP EPS) directly tie executive compensation to top-line growth and profitability; 2024 PSU earn-out of 27% and lower bonus funding reflect discipline amid headwinds—reducing windfall risk and signaling focus on medium-term plan to grow revenues 4–6% and expand Adjusted EBITDA margins to 10–11% .
- Retention: Standard severance and double-trigger CIC, multi-year vesting of PSUs (2025–2026), and ownership requirements support retention and long-term alignment, particularly for a newly promoted CLO .