Michael Testa
About Michael Testa
Michael Testa is Trinity Capital’s Chief Financial Officer and Treasurer, appointed in January 2024 after serving as Chief Accounting Officer from November 2020 to January 2024 . He is 43 and previously was Vice President and Controller at Oxford Funds (2017–2020) and worked in Ernst & Young’s financial services practice (2004–2017), focused on asset management audits . As CFO, he publicly highlighted liquidity and platform growth when Trinity expanded its credit facility to $690 million in September 2025 . Executive incentives at TRIN are evaluated against performance metrics such as net investment income, return on average equity, dividend yield, net asset value growth, and assets under management growth (discretionary, not formulaic per BDC rules) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Capital Inc. | Chief Financial Officer & Treasurer | Jan 2024–Present | Finance leadership; liquidity and capital markets communications (e.g., $690M facility expansion quote) |
| Trinity Capital Inc. | Chief Accounting Officer | Nov 2020–Jan 2024 | Led public-company financial reporting and accounting oversight |
| Oxford Funds | Vice President & Controller | 2017–2020 | Controllership at credit-focused asset manager |
| Ernst & Young LLP | Financial Services Practice (Audit) | 2004–2017 | Asset management audit expertise; internal controls and GAAP knowledge |
External Roles
- No public company directorships or external board roles disclosed for Michael Testa in the proxy .
Fixed Compensation
- Specific CFO pay elements (base salary, target bonus, actual bonus) for Michael Testa are not itemized in the 2025 DEF 14A; he is not listed among NEOs with detailed compensation tables .
- Company program structure: base salary, discretionary annual cash bonus, and equity/equity-based awards under the 2019 Long-Term Incentive Plan (LTIP) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net investment income, ROAE, dividend yield, NAV growth, AUM growth | Discretionary (not formulaic per BDC rules) | Not disclosed for CFO | Not disclosed for CFO | Determined by Compensation Committee | Restricted stock for executive officers typically vests over 4 years; 25% at first annual vesting date, then quarterly over 3 years |
Notes:
- Bonuses for 2024 were paid at 110% of target for NEOs; this disclosure does not specifically cover the CFO .
- The company did not grant options in 2024; RSUs/restricted stock are primary equity instruments, with options authorized under exemptive relief and LTIP (options used selectively in late 2024/2025 for certain NEOs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 101,617 common shares (direct) |
| Ownership as % of Outstanding | Less than 1% (64,654,247 shares outstanding as of April 15, 2025) |
| Vested vs. Unvested Breakdown | Not disclosed for CFO; company-level note that Testa had restricted shares vesting (late Form 4 filings due to administrative error) |
| Pledging / Hedging | Hedging and speculative trading prohibited; pledging only allowed (non‑margin debt) with pre-approval and demonstrable capacity to repay without resort to pledged shares |
| Clawback Policy | Adopted per Nasdaq Rule 5608 and Rule 10D‑1; recovery of erroneously awarded incentive compensation upon required accounting restatements |
| Stock Ownership Guidelines | Not disclosed for executives |
Employment Terms
- Role and tenure: CFO & Treasurer since January 2024; previously Chief Accounting Officer .
- Executive officers serve until successors are elected/qualified or earlier resignation/removal (corporate governance provision) .
- Offer letters and compensation packages exist for NEOs and other senior management members; specific CFO contract terms (severance multiples, triggers) not disclosed in the proxy .
- Change-in-control equity: Under the 2019 LTIP, upon specified covered transactions involving a change in control, outstanding awards are subject to accelerated vesting in full (plan-level provision) .
Risk Indicators & Red Flags
- Section 16(a) compliance: Form 4 filings reporting vesting of restricted shares for multiple executives, including Testa, were filed late due to administrative error by the company (not individual non-compliance patterns) .
- Hedging/pledging: Corporate policy restricts hedging and pledging, requiring pre-approval and capacity tests—reduces misalignment risk but permits certain pledging scenarios .
- Clawback: Formal clawback policy for incentive compensation tied to restatements—enhances accountability .
Compensation Governance & Peer Benchmarking
- Compensation Committee: Independent directors (Chair: Michael E. Zacharia; members Richard P. Hamada and Ronald E. Estes) oversee executive compensation, including bonuses and equity awards .
- Independent consultants: Mercer (2021) and FW Cook (2024) engaged for peer group development, benchmarking, and governance matters .
- Comparator peer group: Internally managed BDCs, internally managed REITs, and broader financial services organizations of comparable size and investor base; selection criteria include status, geography, industry, size, structure, and disclosure availability .
- Say-on-pay: TRIN is an emerging growth company and not subject to annual say-on-pay; it engages with shareholders for feedback .
Performance & Track Record
- Liquidity and growth: As CFO, Testa emphasized liquidity and platform growth when Trinity expanded its credit facility commitments to $690 million under its accordion feature (13 bank syndicate) .
- Executive compensation alignment: Company-level incentives incorporate NII, ROAE, dividend yield, NAV growth, AUM growth to align pay with performance outcomes; non-formulaic per BDC constraints .
Investment Implications
- Alignment: Direct ownership of 101,617 shares and restricted stock participation indicate skin-in-the-game; hedging/pledging restrictions and a clawback policy further align incentives with shareholder outcomes .
- Retention and vesting: Typical 4-year vesting for executive restricted stock suggests ongoing retention incentives; expect periodic vest-related Form 4 activity, though specific CFO vesting schedules/dates are not disclosed .
- Change-in-control dynamics: Plan-level full acceleration of equity upon covered transactions could create event-driven payout sensitivity; CFO-specific severance economics are not disclosed, reducing visibility into cash change‑of‑control costs .
- Trading signals: The late Form 4s tied to restricted stock vesting (admin error) confirm equity vesting activity for Testa; monitor for pre-announced vest windows as potential incremental selling pressure, subject to blackout policies and personal decisions . The CFO’s emphasis on liquidity (facility expansion) is supportive of platform growth and capital deployment capacity .
- Governance: Compensation oversight by an independent committee with external benchmarking reduces pay inflation risk; absence of say-on-pay limits direct shareholder signaling, but disclosed engagement practices partially offset .