Wayne Lowell
TRINET GROUPAbout Wayne B. Lowell
Independent director of TriNet (TNET); age 69; on the Board since 2009. Former Chair and CEO of Senior Whole Health (2012–2017); prior EVP/CFO/CAO of PacifiCare Health Systems; President of Jonchra Associates (1998–2012). Education: B.S. in Accounting (University of Maryland) and MBA (UC Irvine); Certified Public Accountant. Current committee roles: Chair, Finance & Audit Committee; Member, Risk Committee; designated audit committee financial expert; independence status: Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Senior Whole Health Holdings, Inc. | Chair and CEO | Mar 2012 – Nov 2017 | Led a senior-focused health insurance company |
| Jonchra Associates, LLC | President | 1998 – 2012 | Strategy, operating and financial advisory to PE-backed and public companies |
| PacifiCare Health Systems | EVP, CFO, CAO (prior roles of increasing authority) | Prior to 1998 | Fortune 500 healthcare company; senior finance and admin leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addus Homecare Corporation | Director | Jan 2010 – Jun 2013 | Former public company directorship |
Board Governance
- Committee assignments and roles: Chair, Finance & Audit Committee; Member, Risk Committee; designated as the committee “Financial Expert” per legend keys (v = Financial Expert; l = Chair; ¡ = Member) .
- Audit Committee engagement: Signed the Finance & Audit Committee report recommending inclusion of 2024 audited financials in the 10-K after required PCAOB AS 16 discussions and independence review with Deloitte .
- Independence: Listed as “Independent Director” .
- Attendance and engagement:
- Board met six times in 2024; each director attended at least 75% of Board and committee meetings held during their service .
- Non-management directors held five executive sessions in 2024 .
- Risk oversight structure: Risk Committee oversees ERM (including cyber/privacy), Finance & Audit oversees financial risks and internal audit, Nominating oversees governance risks (independence/conflicts), CHCM oversees compensation-related risk .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Cash Fees (actual) | $108,024 | Fees earned or paid in cash in 2024 |
| Board annual retainer (non-chair member) | $60,000 | Non-employee director cash retainer |
| Finance & Audit Chair retainer | $40,000 | Increased effective May 24, 2024 |
| Risk Committee member retainer | $10,000 | Non-chair member |
| Meeting fees | Not disclosed | Company does not list per-meeting fees; policy lists annual retainers |
| Expense reimbursement | Reasonable out-of-pocket expenses | For Board/committee meetings |
Performance Compensation
| Element | Details | Source |
|---|---|---|
| Annual equity grant (Non-employee directors) | RSUs with grant date fair value of $215,000 (Board Chair $335,000); granted at first Board meeting each calendar year | |
| 2024 Stock Awards (actual) | $215,080 grant date fair value for Lowell | |
| Vesting | Annual RSU vests in full on earlier of 12-month anniversary or trading date immediately before next Annual Meeting; continuous service required | |
| Change in Control | Director RSUs eligible to vest in full immediately prior to a change in control, subject to service through day prior to closing | |
| Options/PSUs for directors | Not indicated for non-employee directors; the annual program is service-based RSUs | |
| 2024 Unvested RSUs at year-end | 2,000 outstanding unvested RSUs for each current non-employee director (other than Evanko and Hodgson) as of 12/31/2024; Lowell included |
No director performance metrics are tied to equity vesting (service-based RSUs for non-employee directors) .
Other Directorships & Interlocks
| Company | Role | Timing | Interlock/Conflict Note |
|---|---|---|---|
| Addus Homecare Corporation | Director | Jan 2010 – Jun 2013 | Prior public directorship; no current interlocks disclosed |
- Related person transactions (2024): Disclosed items involved Atairos (customer; director Angelakis affiliated), Cantillon (customer; ceased 5% ownership in 2024), SoundThinking (customer; CEO is director Clark), Cigna (vendor; director Evanko executive) — no transactions involving Mr. Lowell were disclosed .
Expertise & Qualifications
- CPA; former public-company CFO (PacifiCare) and experienced audit/finance leader; MBA (UC Irvine), BS Accounting (Univ. of Maryland) .
- Audit Committee Financial Expert designation; chairs Finance & Audit Committee .
- Healthcare and insurance sector operating and governance experience (Senior Whole Health; PacifiCare) .
Equity Ownership
| Item | Amount/Status | Source |
|---|---|---|
| Beneficial ownership (shares) | 89,573 | |
| Percent of total shares outstanding | <1% (asterisk in proxy) | |
| Unvested RSUs (12/31/2024) | 2,000 | |
| Stock ownership guidelines (directors) | Required to hold 500% of annual cash retainer; shares owned directly count; unvested awards do not count | |
| Compliance status | As of 12/31/2024, Board members have met or are expected to meet guidelines within required time frames | |
| Hedging/pledging | Prohibited for directors (no short sales, options, hedging, or pledging) |
Insider Trades (Recent Filings)
| Filing Date | Transaction Date | Form | Summary | Link/Source |
|---|---|---|---|---|
| 2025-05-27 | 2025-05-23 | Form 4 | Reported changes in beneficial ownership (director-level stock award timing aligns with annual RSU grant policy) | https://d18rn0p25nwr6d.cloudfront.net/CIK-0000937098/e923da94-7b32-44c0-a156-3076919afd80.pdf |
| 2024-02-23 | 2024-02-21 | Form 4 | Reported changes in beneficial ownership | https://www.sec.gov/Archives/edgar/data/937098/000093709824000044/0000937098-24-000044-index.htm |
Note: Exact share amounts and transaction codes are available in the linked Form 4 filings. Director-level stock awards for non-employee directors are service-based RSUs per policy .
Governance Assessment
-
Strengths
- Independent director with deep finance/audit credentials; CPA; prior CFO; designated Audit Committee Financial Expert; chairs Finance & Audit Committee .
- Active engagement: signed Audit Committee report after auditor independence and required PCAOB AS 16 discussions; recommends inclusion of audited financials in 10-K .
- Strong alignment policies: service-based RSU program; director ownership guideline at 5x cash retainer; anti-hedging/anti-pledging policy; compliance on track as of year-end 2024 .
- Attendance: Board met 6 times; all directors met at least 75% threshold; five executive sessions held, showing independent oversight cadence .
-
Potential Risks/Watch Items
- Related-party transactions exist at the board level (other directors and significant holders), though none involve Mr. Lowell; continue monitoring for any changes that could impact Audit Committee independence assessments .
- Retainer increases for committee chair roles (Finance & Audit chair retainer increased to $40,000 effective May 24, 2024) — neutral to positive signal for audit workload but monitor overall cash/equity mix over time .
-
Director Compensation Snapshot (2024)
- Cash fees: $108,024; Stock awards: $215,080; Total: $323,104 .
- Unvested RSUs at 12/31/2024: 2,000 .
- Annual director equity is service-based RSUs with single-trigger vesting acceleration upon change in control for directors .
Citations: External Form 4 sources: https://www.sec.gov/Archives/edgar/data/937098/000093709824000044/0000937098-24-000044-index.htm, https://d18rn0p25nwr6d.cloudfront.net/CIK-0000937098/e923da94-7b32-44c0-a156-3076919afd80.pdf