Irma Lockridge
About Irma Lockridge
Irma Lockridge, 52, is an independent director of Trinity Capital Inc. (TRIN) serving since December 2021. She is Chief People and Systems Officer at CoorsTek, Inc. (since April 2016) and previously held senior HR leadership roles at Newell-Rubbermaid, Western Union, TeleTech Holdings, and Liberty Mutual/Colorado Casualty Insurance . She beneficially owns 16,683 TRIN shares and her equity holdings’ dollar range is “Over $100,000” as of April 15, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoorsTek, Inc. | Chief People and Systems Officer | April 2016–present | Human capital leadership; systems and talent strategy |
| Newell-Rubbermaid | SVP, Human Resources | Prior to Apr 2016 (exact dates not disclosed) | Senior HR leadership |
| Western Union | SVP, Human Resources | Prior to Apr 2016 (exact dates not disclosed) | Senior HR leadership |
| TeleTech Holdings, Inc. | SVP, Human Resources | Prior to Apr 2016 (exact dates not disclosed) | Senior HR leadership |
| Liberty Mutual/Colorado Casualty Insurance | SVP, Human Resources | Prior to Apr 2016 (exact dates not disclosed) | Senior HR leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Pipe Company | Director | Current | Serves on Compensation and Nominating & Corporate Governance Committees |
| American Cancer Society | Director/Board member | Current | Non-profit governance (committee details not disclosed) |
| Denver Scholarship Foundation | Director/Board member | As disclosed in 2024 proxy | Education non-profit governance (as of 2024 filing) |
Board Governance
- Independence: The Board determined Ms. Lockridge qualifies as an Independent Director under the 1940 Act, Nasdaq standards, and Exchange Act; she is eligible for service on key committees limited to independents .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; member composition of committees is fully independent .
- Attendance: The Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings. The Nominating Committee held one formal meeting in 2024, and each member attended all meetings .
- Lead Independent Director & executive sessions: Ronald E. Estes is Lead Independent Director; independent directors hold executive sessions without management .
- Board structure: TRIN’s classified board will be declassified at the 2027 annual meeting (directors elected annually thereafter), a governance-enhancing change .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer and chair/lead fees | $110,000 | $130,000 (includes $120,000 director retainer and $10,000 Nominating Chair retainer; lead independent retainer is separate and applies to Mr. Estes) |
| Meeting fees | Not disclosed | Not disclosed |
| Total Cash | $110,000 | $130,000 |
- Compensation structure for independent directors: $120,000 annual retainer; committee chair retainers—Audit Chair $20,000, Compensation Chair $15,000, Nominating Chair $10,000; Lead Independent Director retainer $20,000 .
Performance Compensation
| Equity Award Type | 2023 | 2024 | Vesting / Design |
|---|---|---|---|
| Restricted stock (annual grant under Non-Employee Director 2019 Restricted Stock Plan) | $49,995 grant-date fair value | $49,992 grant-date fair value | One-year term grants subject to forfeiture that lapse at end of term; directors receive dividends until forfeiture, per plan and SEC exemptive order |
- Performance metrics: None disclosed for non-employee director equity awards; grants are time-based and tied to annual Board service terms .
- 2019 Non-Employee Director Restricted Stock Plan: Stockholder-approved; share reserve increased to 120,000 in 2024; 13,340 shares granted in 2024 (fair value ≈$0.2M; ~$0.1M unrecognized comp at year-end) .
Other Directorships & Interlocks
- Public company board interlocks: Northwest Pipe Company (industrial manufacturing) is unrelated to TRIN’s BDC lending activities; no disclosed transactions creating conflicts with TRIN .
- Committee service elsewhere: Compensation and Nominating & Corporate Governance at Northwest Pipe—relevant governance skillset .
- Related party transactions: TRIN reports no Item 404 related-party transactions involving Compensation Committee or directors in 2024; Compensation Committee members had no interlocks or insider participation issues .
Expertise & Qualifications
- Human capital and organizational systems leadership; deep background in talent acquisition, management, and strategic HR partnerships, cited by the Board as core qualifications .
- Independent governance experience across corporate and non-profit boards; Nominating Chair at TRIN .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 13,348 | 16,683 |
| Shares outstanding (Record Date) | 49,153,339 | 64,654,247 |
| Ownership as % of shares outstanding | ~0.027% (13,348 / 49,153,339) | ~0.026% (16,683 / 64,654,247) |
| Dollar range of holdings | Over $100,000 | Over $100,000 |
| Pledged/hedged shares | Company policy prohibits speculative trading and hedging, and restricts pledging absent pre-approval and financial capacity (no director-specific pledges disclosed) |
Director Compensation Mix and Alignment
- 2024 mix: Cash $130,000 (≈72%) vs. equity $49,992 (≈28%), aligning pay with annual service and equity exposure .
- 2023 mix: Cash $110,000 (≈69%) vs. equity $49,995 (≈31%) .
- Ownership guidelines: Not disclosed for directors; however, Board reports director dollar range “Over $100,000,” indicating meaningful personal stake .
Governance Assessment
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Positives:
- Independent status, chairing Nominating & Corporate Governance—direct influence on board composition, evaluations, and governance principles .
- Consistent attendance; full committee attendance in 2024; supports board effectiveness .
- Strong HR and systems expertise complements TRIN’s internally managed BDC model and talent needs .
- Board declassification by 2027 improves accountability to shareholders .
- Robust trading policy limiting hedging/pledging; adoption of clawback policy for executives (broader governance posture) .
-
Watch points:
- Director equity awards are time-based without disclosed performance metrics; alignment relies on ownership and annual equity grants rather than KPI-linked vesting .
- Personal ownership is modest as a share of outstanding (~0.026% in 2025), typical for outside directors but may limit absolute “skin-in-the-game” vs. company scale .
-
Compliance signals:
- Section 16 compliance: Company noted late filings for certain officers due to administrative errors; no reference to Ms. Lockridge among those late filings for 2024 .
- Compensation Committee independence and use of external consultants (Mercer; FW Cook) with conflict checks; no committee interlocks reported .
Overall, Irma Lockridge appears to enhance board effectiveness through independent governance leadership and HR expertise, with clean conflict disclosures and solid attendance; equity alignment is via time-based restricted stock and personal shareholdings rather than performance-conditioned awards .