Timothy Nimmer
TRINET GROUPAbout Timothy Nimmer
Timothy N. Nimmer is Senior Vice President, Insurance Services and Operations at TriNet, appointed effective June 24, 2024; he is age 53 and reports to the CEO. He is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries, with a B.A. in Statistics (emphasis in Mathematics and Psychology) from the University of Missouri . Prior roles include leading actuarial, underwriting, analytics, and digital transformation at Aetna (supporting >$100B revenue and 26M members) and serving as Aon’s Global Chief Actuary with global oversight of pricing, underwriting, analytics, and innovation centers . Company performance in 2024 (the year of his appointment) included $5.1B total revenue (+1% YoY), Adjusted EBITDA of $485M (−30% YoY), GAAP EPS $3.43 (−48% YoY), and net income $173M (−54% YoY) ; prior-year 2023 context: revenue $4.9B, Adjusted EBITDA ~$697M, GAAP EPS $6.56, net income $375M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriNet | SVP, Insurance Services & Operations | 2024–Present | Leads insurance strategy, operations, and digital/analytics to enhance benefits offering and fuel growth . |
| Aetna Inc. | SVP – Chief Actuary, Underwriting, Digitalization & Transformation Solutions | 2021–2024 | Led pricing, underwriting, and digital transformation supporting >$100B revenue and 26M members . |
| Aon | Global Chief Actuary | 2005–2021 | Global oversight of pricing, underwriting, analytics, and innovation centers (Dublin and Singapore) . |
Fixed Compensation
- TriNet sets annualized base salaries effective each April and reviews them for market competitiveness and pay equity; annual cash incentives can pay up to 200% of individual target, subject to performance .
- Nimmer’s specific base salary and target bonus were not disclosed in the proxy (he is an executive officer but not a Named Executive Officer). TriNet’s 2024 CEO/NEO base salary and bonus framework illustrates the company’s approach but does not list Nimmer .
Performance Compensation
- Annual Cash Incentive Plan (Company-wide framework for executives): Two financial metrics (Professional Service Revenue and Adjusted EBITDA) with combined 60% weighting, and management objectives (MBOs) at 40%; payouts scale 0–200% based on threshold/target/maximum achievement .
- Performance Share Units (PSUs): Single-year performance period (FY2024) tied 50/50 to Professional Service Revenue Growth Rate and GAAP EPS, with earned shares vesting 50% on Dec 31, 2025 and 50% on Dec 31, 2026; 2024 PSUs were earned at 27% of target at the company level .
2024 Executive Bonus Plan – Company-Level Metrics and Outcomes
| Metric | Weighting | Target | Actual | Payout/Scaling Notes | Vesting |
|---|---|---|---|---|---|
| Professional Service Revenue | 30% | $787M | $765M | Scales: ±10% payout per ±1% vs goal; below target reduced payout | Cash (annual plan) |
| Adjusted EBITDA | 30% | $568M | $485M | Scales: −6.67% per 1% below goal; +4% per 1% above; “Adjusted EBITDA Gate” at $483M | Cash (annual plan) |
| MBOs (Corporate/Individual) | 40% | Set annually | Not numerically disclosed (applied by CHCM) | Can influence funding up to 150% (component scaled) | Cash (annual plan) |
2024 PSU Program – Performance Grid and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual | PSU Earned | Vesting |
|---|---|---|---|---|---|---|---|
| Professional Service Revenue Growth Rate | 50% | 1% | 4% | 7% | 1.2% | Contributes to 27% of target aggregate | 50% on 12/31/2025; 50% on 12/31/2026 |
| GAAP EPS | 50% | $4.50 | $5.25 | $6.00 | $3.43 | Contributes to 27% of target aggregate | 50% on 12/31/2025; 50% on 12/31/2026 |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO at 500% of base salary; officers subject to Section 16 at 300%. Unvested equity and unexercised options do not count. Covered officers and directors met or are expected to meet requirements within required timelines as of Dec 31, 2024 .
- Hedging/Pledging: Prohibited—no margin accounts, no pledging as collateral, no short sales, options or hedging transactions by employees, executive officers, or directors .
- Beneficial Ownership (Company Table): The proxy lists directors and NEOs; Nimmer’s individual holdings are not disclosed (he is an executive officer but not a Named Executive Officer) .
Employment Terms
- Executive Officers’ Arrangements: Executed employment agreements or coverage under the Amended and Restated Executive Severance Benefit Plan; “at will” employment with defined initial compensation elements .
- Termination (No Change in Control): For executive officers other than CEO, cash severance equal to 12 months base salary; COBRA premiums paid/reimbursed up to 12 months; accelerates the portion of unvested time-based equity scheduled to vest in 12 months; performance-based awards accelerate for completed performance periods to the extent scheduled to vest in 12 months .
- Change in Control (Double Trigger): For executive officers other than CEO, if terminated without cause or resigns for good reason within 18 months post-CIC: lump sum cash equal to 12 months base salary; 100% of target annual bonus; COBRA premiums paid/reimbursed up to 12 months; 100% acceleration of unvested time-based equity; performance-based equity accelerates for completed performance periods; for incomplete periods, performance measured at CIC date based on actual if measurable or at target if not, then eligible to vest subject to employment conditions .
- Clawback: Company is required to seek recoupment of erroneously paid cash and performance-based equity incentive compensation to current/former officers in the event of financial restatement (Dodd-Frank Section 954-compliant) .
- Tax Gross-Ups: No excise tax gross-ups in CIC; limited travel-related tax gross-ups may be provided for spouse/partner participation at company events (generally available across employees) .
- Pensions/SERP: No defined benefit pensions or supplemental executive retirement benefits for Senior Executive Management .
Company Performance Context (for Pay-Performance Alignment)
| Metric | 2023 | 2024 | |---|---|---|---| | Total Revenues ($) | $4.9B | $5.1B (+1% YoY) | | Adjusted EBITDA ($) | ~$697M | $485M (−30% YoY) | | GAAP EPS ($) | $6.56 | $3.43 (−48% YoY) | | Net Income ($) | $375M | $173M (−54% YoY) | | Insurance Cost Ratio (%) | 84% | 90% (+6% YoY) |
Investment Implications
- Alignment and Payout Sensitivity: Incentive frameworks tie executive pay to Professional Service Revenue, Adjusted EBITDA, GAAP EPS, and MBOs; 2024 results missed targets materially (PSUs earned at 27% of target; bonus financial metrics below target), indicating strong pay-for-performance alignment and potential below-target payouts across executives, supporting disciplined comp expense and reduced windfall risk .
- Retention and Vesting Cadence: Time-based RSUs generally vest quarterly over four years, and 2024 PSUs (if granted to a given executive) vest 50% in Dec 2025 and 50% in Dec 2026, creating structured retention hooks with predictable vesting windows; however, specific grants to Nimmer are not disclosed, so individual vesting-driven selling pressure cannot be assessed .
- Governance Safeguards: Double-trigger CIC terms, strict anti-hedging/anti-pledging policy, and clawback requirements mitigate misalignment and reduce risk of leveraged or hedged exposure, lowering governance red flags for insider-related trading or pledging .
- Execution Focus: Nimmer’s actuarial and underwriting leadership at Aetna and Aon positions him to address insurance cost ratio pressures and benefit program complexity; 2024 deterioration in Adjusted EBITDA and EPS underscores need for improved underwriting discipline and cost management in TriNet’s insurance programs—areas aligned with his expertise .