Gerald Harder
About Gerald Harder
Gerald “Gerry” Harder (age 63) is Trinity Capital Inc.’s Chief Operating Officer (COO), serving since March 2022; he joined TRIN in 2019 (previously Chief Credit Officer) and sits on the Investment Committee. Harder’s core credentials span credit underwriting, operations, and engineering leadership across venture-backed tech, with prior senior roles at Sand 9 Inc., Cirrus Logic, White Electronic Designs, and ON Semiconductor . TRIN ties NEO pay to BDC-relevant performance factors (e.g., net investment income, return on average equity, dividend yield, NAV growth, AUM growth), with discretionary bonus outcomes benchmarked versus plan and peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Capital Inc. | Chief Operating Officer | 2022–present | Leads operations, platform scaling, and new business initiatives; Investment Committee member |
| Trinity Capital Inc. | Chief Credit Officer | 2019–2022 | Oversaw lending, underwriting, and credit processes |
| Trinity Capital Investments (predecessor) | Operating Partner | 2018 | Analyzed investment opportunities; collaborated on strategy and asset allocation |
| Trinity Capital Investments (predecessor) | Managing Director | 2016–2018 | Investment strategy and execution |
| Sand 9 Inc. | EVP, Engineering & Operations | 2012–2015 | Led design/production of MEMS-based timing devices |
| Cirrus Logic | Director of Operations | 2011–2012 | Operational leadership |
| White Electronic Designs | VP of Engineering | 2008–2010 | Engineering leadership |
| ON Semiconductor | Technical leadership roles | 2004–2008 | Product/technical leadership in semiconductors |
External Roles
No external directorships or board roles disclosed for Harder .
Fixed Compensation
Multi-year compensation for Harder (NEO Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 625,000 |
| Actual Bonus Paid ($) | 732,200 | 792,800 | 715,000 |
| Stock Awards Fair Value ($) | 999,992 | 742,769 | 1,759,998 |
- Target bonus: Increased for 2024 from $500,000 to $650,000 (committee-set, discretionary) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | NII, ROAE, dividend yield, NAV growth, AUM growth; operational metrics | Discretionary | Committee-set (not disclosed) | Assessed vs AOP and BDC peer group | 110% of target (paid Q1’25) | n/a |
| Restricted Stock (Dec 2024 pull-forward grant) | Time-based RS | n/a | n/a | Grant FV $1,759,998 | n/a | 25% vest on 3/15/2026; remaining vest quarterly over 3 years |
Notes:
- Company did not grant options in FY2024; no option awards outstanding at 12/31/2024 .
- Committee approved a pull-forward cadence for 2024 awards; Harder received full annual RS in Dec 2024 with the four-year vest schedule aligned to March 2025 cycle .
Equity Ownership & Alignment
Beneficial ownership (shares) and alignment:
| Metric | 2024 (Record Date 4/15/2024) | 2025 (Record Date 4/15/2025) |
|---|---|---|
| Total Beneficial Ownership (shares) | 266,233 (direct/indirect) | 305,281 (direct/indirect) |
| Ownership % of outstanding | <1% | <1% |
Outstanding unvested equity (year-end):
| Metric | 2023 YE | 2024 YE |
|---|---|---|
| Unvested RSUs (#) | 101,696 | 170,728 |
| Market Value of Unvested RSUs ($) | 1,477,643 (at $14.53) | 2,470,434 (at $14.47) |
| Options (exercisable/unexercisable) | — | — |
Policies and practices:
- Hedging/short-term/speculative trading prohibited; pledging only with pre-approval and demonstrable non-recourse capacity (no pledging by Harder disclosed) .
- Clawback policy adopted under Nasdaq Rule 5608 / Rule 10D-1; recovery of incentive comp upon accounting restatements .
Employment Terms
- Role and tenure: COO since March 2022; officer since 2019 .
- A&R NEO Agreement (effective 3/14/2025) base salary: $650,000; eligible for discretionary annual cash bonus and equity awards under 2019 LTIP; full benefits participation .
- Severance (termination without Cause or resignation with Good Reason): 12 months of base salary for Harder; increases to 2× base salary if within 24 months following a “Covered Transaction” (change in control under 2019 LTIP) .
- Bonus upon termination: Earned but unpaid bonus; pro-rata current-year bonus; if within 24 months post-Covered Transaction, lump sum equal to 1× average of last three annual bonuses .
- Equity vesting acceleration: RS/awards accelerate for tranches that would vest within two years from termination; if within 24 months post-Covered Transaction, full acceleration applies (full acceleration automatically applies to Executive Chairman; applies to other NEOs, including Harder, upon post-transaction qualifying termination) .
- COBRA payments: Company contributions for 12 months; increases to 24 months lump sum if within 24 months post-Covered Transaction .
- Restrictive covenants: Confidentiality, non-compete, and non-solicitation provisions per A&R NEO Agreement .
Potential change-in-control economics (illustrative as of 12/31/2024):
| Benefit | Death | Disability | Termination Without Cause/Good Reason | Within 1 Year After Change in Control; Termination Without Cause/Good Reason |
|---|---|---|---|---|
| Severance ($) | 541,667 | 541,667 | 541,667 | 541,667 |
| Bonus ($) | 596,667 | 596,667 | 596,667 | 596,667 |
| Equity Award Acceleration ($) | 2,483,142 | 2,483,142 | 2,483,142 | 2,483,142 |
Performance & Track Record
- Portfolio stewardship (Q2’25): 76% secured loans / 17% equipment financing / 4% equity / 2% warrants (cost basis); 99.1% performing (FV); nonaccrual FV ~$15.6M (4.9% of debt FV); 81% first-lien coverage; weighted average LTV 20%; top-10 debt investments = 23.1% of portfolio at cost; portfolio companies raised ~$1.3B in equity during Q2’25, supporting capital access and debt servicing .
- Strategic co-invest platform (SBIC “green light” progress): Fund will programmatically co-invest alongside TRIN’s BDC (U.S. jurisdiction limits apply); SBA debentures deliver low-cost leverage; management expects launch next year; raises ~$87.5M equity to access ~$275M total capital, generating management and incentive fees to TRIN .
Compensation Committee Analysis
- Committee composition: Independent directors Michael E. Zacharia (Chair), Richard P. Hamada, Ronald E. Estes .
- Independent consultants: Mercer (2021) and FW Cook (2024) for peer group and benchmarking; comparators include internally managed BDCs, REITs, and broader financials of comparable size .
- Pay-for-performance alignment: Committee ties annual outcomes to NII, ROAE, dividend yield, NAV/AUM growth and operational deployment/capitalization metrics; 2024 bonuses paid at 110% of target based on performance vs plan and peers .
Risk Indicators & Red Flags
- Section 16 reporting: Company disclosed certain late Form 4 filings due to administrative error, including one Form 4 for Harder (gift) and vesting reports filed late on behalf of executives; Company attributed issues to internal administrative errors .
- No option repricing, tax gross-ups, or related-party transactions involving Harder disclosed; Company maintains hedging/pledging restrictions and a clawback policy .
Equity Ownership & Alignment – Additional Notes
- Significant unvested RSU balance ($2.47M at YE2024; 170,728 shares) creates retention and alignment; no options outstanding reduce volatility-linked selling pressure .
- Stock ownership guidelines not disclosed; insider trading policy restricts hedging/pledging and derivatives use .
Investment Implications
- Alignment: Harder’s compensation levers (cash bonus tied to NII/ROAE/dividend/NAV/AUM and multi-year RSU vesting) align with BDC shareholder value drivers; his unvested RSU balance supports retention .
- Retention/COC economics: A&R NEO terms (12 months base; 2× base and full acceleration on post-transaction qualifying termination) suggest reasonable retention incentives without excessive change-in-control windfalls; potential accelerated vesting in post-CoC scenarios could create event-related supply, but no options mitigate immediate exercise pressure .
- Execution: Q2’25 credit/portfolio metrics and SBIC co-invest infrastructure reflect disciplined underwriting and platform expansion; Harder’s operational leadership is integral to scaling fee-generating businesses with low-cost leverage, supporting EPS/dividend trajectory .
- Governance: Clawback and hedging/pledging restrictions reduce misalignment risk; minor Section 16 filing lapses appear administrative rather than structural .