Kyle Brown
Chief Executive Officer, President, and Chief Investment Officer at Trinity Capital
CEO
Executive
Board
About Kyle Brown
Kyle Brown (age 41) is Chief Executive Officer (since Jan 1, 2024), President and Chief Investment Officer (since Aug 2019), and a Class 2 director of Trinity Capital Inc. (director since Sep 2019; term expires 2027) . Prior to Trinity Capital Inc., he served as Managing Partner at Trinity Capital Investments (predecessor) and founded multiple ventures; education not disclosed in the proxy . The Compensation Committee evaluates performance against BDC-relevant metrics — net investment income, return on average equity, dividend yield, net asset value growth, assets under management growth and operational deployment — with 2024 bonuses paid at 110% of target, evidencing above-plan execution . Governance note: Kyle is an “interested” director and son of Executive Chairman Steven L. Brown, creating independence considerations mitigated by a Lead Independent Director and fully independent Audit/Compensation/Nominating Committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trinity Capital Investments (predecessor) | Managing Partner; Investment Committee member | 2015–2019 | Managed investment activities to meet deployment goals; built VC and tech bank relationships |
| Brown Equity, LLC | Founder & CEO | 2006–2015 | Led real estate financial investment firm; entrepreneurial operating experience |
| Sharp Equity Homes, LLC | Co‑founder/Manager | 2007–2012 | Built web-based MLS for trustee sale auctions; tech-enabled deal flow |
| Several additional startups | Founder/Co‑founder | Prior to 2015 | Serial entrepreneurship; sourcing and execution expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Kyle Brown |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 733,333 (reflects increase to $750,000 upon CEO promotion) |
| Target Bonus ($) | n/d | n/d | 1,650,000 (target for 2024 set by Comp Committee) |
| Actual Bonus Paid ($) | 1,255,350 | 1,343,400 | 1,815,000 (110% of target for 2024 performance) |
| Stock Awards ($ grant-date fair value) | 3,599,992 | 2,673,982 | 4,410,811 |
Notes:
- 2024 base salary increased to $750,000 upon becoming CEO; table reflects earned portion for the year .
- 2024 bonuses paid at 110% of target based on company/individual performance versus plan and peers .
Performance Compensation
Annual Cash/Bonus Design (2024)
| Metric considered | Guidance | Outcome/Payout |
|---|---|---|
| Net investment income; ROAE; dividend yield; NAV growth; AUM growth; operational deployment and capitalization | Committee must retain discretion under the 1940 Act; metrics used as directional inputs, not formulaic weights | Committee awarded 2024 bonuses at 110% of target for NEOs, including Kyle Brown |
Equity Awards and Vesting
| Element | Grant timing | Amount/Status | Vesting terms |
|---|---|---|---|
| Annual restricted stock (NEOs) | Typically Q1 each year | 2024 RSU grant to Kyle Brown valued $4,410,811 (grant-date FV) | Standard: 25% on 1st anniversary; remainder vests quarterly over next 3 years |
| 2024 “Pull‑Forward” restricted stock | Dec 2024 | Portion of 2025 cycle pulled forward into Dec 2024 | For Kyle Brown: combined 4‑yr schedule — restricted cash vests in years 1–2; pulled‑forward restricted stock vests in years 3–4 |
| Special one‑time stock options (approved) | Approved in late 2024 in lieu of some 2025 RS for certain NEOs incl. Kyle | Approved by Compensation Committee to align LT incentives and manage plan limits | As of 12/31/2024, no options were outstanding company‑wide; later grants subject to plan terms (10‑yr max, FMV exercise) |
Outstanding Unvested Equity (Year-End)
| As of 12/31/2024 | Unvested shares (#) | Market value ($) |
|---|---|---|
| Kyle Brown | 482,081 | 6,975,712 (valued at $14.47 YE close) |
Equity Ownership & Alignment
| Ownership snapshot (Record Date) | Shares | % of outstanding | Composition |
|---|---|---|---|
| Beneficial ownership (Apr 15, 2025) | 1,081,929 | 1.67% (out of 64,654,247 shares) | 1,019,285 direct; 10,825 via KBIZ Corp.; 51,819 via Kyle & Amy Brown Family Trust |
Additional alignment factors:
- Hedging banned; pledging prohibited except with pre‑approval and demonstrable ability to repay without resort to pledged securities .
- Insider policy prohibits short-term trading, short sales, and derivatives on company stock .
- No executive ownership guideline disclosure found in the proxy; no pledges disclosed .
Insider reporting:
- Company reported certain late Form 4 filings (including for Kyle Brown) due to administrative error; no willful noncompliance indicated .
Employment Terms
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Severance ($) | Bonus ($) | Equity Acceleration ($) |
|---|---|---|---|
| Death | 1,355,555 | 2,392,500 | 7,003,090 |
| Disability | 1,355,555 | 2,392,500 | 7,003,090 |
| Termination without Cause or Good Reason | 1,355,555 | 2,392,500 | 7,003,090 |
| Within 1 year after Change in Control; terminated without Cause or Good Reason | 1,355,555 | 2,392,500 | 7,003,090 |
A&R NEO Agreements (effective Mar 14, 2025) highlights:
- Base salary set at $750,000 for Kyle Brown, subject to annual review .
- Severance if terminated without Cause or for Good Reason: 24 months of base salary for Kyle (increases to 3× base salary if within 24 months after a “Covered Transaction”); bonus: earned but unpaid plus pro‑rata bonus, replaced by 2× three‑year average (and 2× for Kyle) if within 24 months post‑transaction; equity vesting: accelerates any portion vesting within 2 years (full acceleration within 24 months post‑transaction); COBRA premium equivalents for 24 months (36 months if within 24 months post‑transaction) .
- Confidentiality, non‑compete, and non‑solicit covenants apply .
- Equity plan provides single‑trigger full acceleration upon “covered transactions” (e.g., merger/sale/change in board majority) unless award specifies otherwise — governance caution for acceleration without termination .
Board Governance
| Attribute | Detail |
|---|---|
| Board seat | Class 2 director; term expires at 2027 Annual Meeting |
| Independence | “Interested” director (company executive) under 1940 Act |
| Committees | Investment Committee member (management-level committee). Audit, Compensation, Nominating committees are fully independent; Kyle not a member |
| Board leadership | Executive Chairman: Steven L. Brown (interested); Lead Independent Director: Ronald E. Estes |
| Attendance | Board met 10x in 2024; all directors attended ≥75% of meetings |
| Classification | Board declassifying by 2027; Kyle’s class already set through 2027 |
| Dual-role implications | CEO + director; father-son relationship with Executive Chairman noted explicitly by the company |
Director compensation: employee directors (including Kyle) receive no director fees; only independent directors receive retainers and equity under a separate plan .
Compensation Structure Analysis
- Mix and magnitude: 2024 total reported comp rose to ~$6.97M driven by larger equity grant and higher target bonus; equity remains the largest component (alignment), but restricted cash was used in 2025 cycle to manage plan limits — introducing more guaranteed elements near-term .
- Program mechanics: Committee retains discretion (required for BDCs), uses multi-metric scorecard; 2024 payout at 110% suggests above-plan performance but no formulaic weights disclosed (limits strict pay-for-performance transparency) .
- Equity program evolution: 2019 LTIP share pool expanded to 9.4M in 2024; minimum one‑year vesting added; special one‑time options approved for certain NEOs including Kyle (potential future dilution, though company maintained no options outstanding at YE 2024) .
- Clawback: Nasdaq/Rule 10D‑1 compliant clawback adopted for restatements .
- Red flags/governance: Single‑trigger plan acceleration upon covered transactions; family relationship at top (Executive Chair is Kyle’s father) elevates independence and succession risk considerations .
Equity Ownership & Director/Executive Policies
- Material ownership: 1.67% beneficial ownership aligns CEO with shareholders; dollar range over $100,000 disclosed for directors, including Kyle .
- Trading policies: Hedging prohibited; pledging tightly restricted with pre‑approval and demonstrated financial capacity; short sales/derivatives prohibited .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay: Trinity is an Emerging Growth Company and not subject to annual say‑on‑pay votes; ongoing shareholder engagement noted .
- Peer benchmarking: Compensation Committee engaged Mercer (2021) and FW Cook (2024); peer set includes internally managed BDCs, internally managed REITs, and similar financials of comparable size (target percentile not disclosed) .
Risk Indicators & Related Party
- Legal/SEC: Company reports no applicable legal proceedings against directors/officers in past 10 years .
- Section 16: Administrative late Form 4s (including Kyle) disclosed; company-filed corrections .
- Related party: Explicit father‑son relationship (Executive Chair and CEO); committees comprised solely of independent directors; Lead Independent Director structure in place .
Investment Implications
- Alignment and retention: High insider ownership (1.67%) and multi‑year vesting support alignment and retention; significant unvested equity ($6.98M YE 2024) creates multi‑year retention hooks and potential future selling cadence as tranches vest (years 3–4 for pulled‑forward stock) .
- Pay momentum vs performance: 2024 above‑target bonus (110%) and larger equity grant suggest the Board viewed execution favorably; however, discretionary structure limits visibility into precise pay-for-performance elasticity .
- Governance risk: Single‑trigger equity acceleration upon covered transactions, combined with enhanced severance/CIC economics in A&R agreements, increases potential change‑of‑control costs; family dual‑role (Exec Chair/CEO) warrants continued monitoring of independent oversight and succession planning .
- Dilution/overhang: LTIP share pool expansion to 9.4M and authorization for options (none outstanding at YE 2024) raise potential dilution; plan incorporates minimum one‑year vesting and SEC BDC guardrails to mitigate abuse .