Michael Zacharia
About Michael E. Zacharia
Independent Class 1 director at Trinity Capital Inc. since December 2020; age 73 (2025 proxy). Background spans executive coaching (since 2008), adjunct law professorship at Pepperdine’s Straus Institute (since 2009), prior senior legal and business roles at DFS Group Limited (1996–2007), partnership at Wiley Rein LLP (1989–1995), and senior U.S. government trade posts. Tenure on TRIN’s board runs through the 2026 annual meeting under the declassification transition, with service on audit, nominating, and as chair of the compensation committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DFS Group Limited | Executive Vice President for Business Development; General Counsel; Secretary | 1996–2007 | Senior legal and commercial stewardship in global retail |
| Wiley Rein LLP | Partner | 1989–1995 | Private practice leadership |
| U.S. Departments of Commerce & State | Assistant Secretary of Commerce for Export Administration; Deputy Assistant Secretary of State for International Trade Controls; Special Counsel to Undersecretary for International Trade; White House Fellow, Special Assistant to U.S. Secretary of State | Various prior | Trade controls, export admin, policy experience |
| Pepperdine University School of Law (Straus Institute) | Adjunct Professor (Cross-Cultural Negotiations & Dispute Resolution) | Since 2009 | Academic instruction |
| Executive Coaching/Consulting | Executive Coach and Consultant | Since 2008 | Advisory to Fortune 150 and others |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Center for Advanced Coaching | Advisory Board Member | Since 2009 | Executive coaching governance |
| Martha Stewart Living Omnimedia, Inc. | Director (public company) | 2013 | Prior public company directorship |
Board Governance
- Independence: Board determined Zacharia is independent under Nasdaq and not an “interested person” under the 1940 Act; eligible for Audit, Compensation, and Nominating committees .
- Committees: Compensation Committee Chair; member Audit and Nominating .
- Attendance and engagement (2024):
- Board: 10 meetings; all directors met ≥75% attendance; all attended 2024 annual meeting .
- Compensation: 6 formal meetings; all members attended all meetings .
- Audit: 8 formal meetings; each member attended 7 of 8 .
- Nominating: 1 formal meeting; all attended .
- Audit Committee operations: Pre-approval policies, EY independence monitoring; recommended inclusion of FY2024 financials and appointment of EY for FY2025 .
- Declassification: Board to declassify by 2027; Zacharia is Class 1 director (term ends 2026) .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Annual Director Retainer (cash) | $100,000 | $100,000 | $120,000 | Board increased retainer effective 2024 |
| Compensation Committee Chair Retainer | $15,000 | $15,000 | $15,000 | Zacharia chairs Comp Committee |
| Meeting Fees | — | — | — | Not disclosed/none noted |
| Lead Independent Director Retainer | — | — | $20,000 (role exists) | Zacharia not identified as LID |
Director-level cash actually paid (TRIN Summary Director Compensation):
- 2022: Zacharia fees $115,000; dividends on unvested awards $6,720; total $171,716 .
- 2023: Zacharia fees $115,000; stock awards fair value $49,995; total $164,995 .
- 2024: Zacharia fees $135,000; stock awards fair value $49,992; total $184,992 .
Performance Compensation
- Equity vehicle: Restricted stock awards under 2019 Non-Employee Director Restricted Stock Plan; awards vest fully at end of one-year board term; directors receive dividend rights until forfeiture .
- Annual grants are discretionary by Compensation Committee within plan limits; plan share reserve increased to 120,000 in 2024 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant-Date Fair Value) | $49,996 | $49,995 | $49,992 |
| Award Shares (Form 4, grant/award date) | 3,799 (2023-06-14) | 3,335 (2024-06-12) | 3,443 (2025-06-12) |
| Vesting Schedule | 1-year, lapses at term end | 1-year, lapses at term end | 1-year, lapses at term end |
| Options Granted | None | None | None |
Performance metrics tied to director comp: None disclosed; director equity is time-based to align interests rather than formulaic KPIs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Trinity Capital Inc. | Independent Director | Compensation (Chair), Audit, Nominating | No Item 407(e) interlocks in 2024; no Item 404 related-party transactions for Comp Committee members |
| Martha Stewart Living Omnimedia, Inc. (2013) | Director | Not disclosed | Past role only |
Expertise & Qualifications
- Legal and governance: Former GC and corporate secretary (DFS Group), partner at Wiley Rein; U.S. government senior trade roles .
- Negotiation and dispute resolution academic expertise; executive coaching experience with large-cap and diverse organizations .
- Board credentials: Independent under Nasdaq and 1940 Act; multi-committee experience including chairing Compensation .
Equity Ownership
| Holder | Type of Ownership | Shares Beneficially Owned | % of Class | Dollar Range |
|---|---|---|---|---|
| Michael E. Zacharia | Direct and Indirect | 42,442 (22,102 direct; 20,340 via 2001 Michael E and Debra L Zacharia Trust) | <1% | Over $100,000 |
Policy alignment:
- Hedging/short-term speculative trading prohibited; pledging prohibited except limited, pre-approved non-margin loans with demonstrated repayment capacity .
- Insider trading compliance processes and 1940 Act affiliation screening for transactions; indemnification agreements in place for directors .
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|---|
| 2025-06-13 | 2025-06-12 | Award (Restricted Stock) | 3,443 | $0.00 | 25,545 |
| 2024-12-12 | 2024-12-10 | Purchase | 4,210 | $14.34 | 22,102 |
| 2024-12-12 | 2024-12-10 | Purchase | 1,350 | $14.3499 | 17,892 |
| 2024-11-06 | 2024-11-04 | Purchase | 200 | $13.145 | 16,542 |
| 2024-11-06 | 2024-11-04 | Purchase | 590 | $13.146 | 16,342 |
| 2024-06-14 | 2024-06-12 | Award (Restricted Stock) | 3,335 | $0.00 | 15,752 |
| 2023-06-15 | 2023-06-14 | Award (Restricted Stock) | 3,799 | $0.00 | 12,417 |
Governance Assessment
-
Strengths
- Independent director with deep legal, regulatory, and negotiation credentials; broad executive coaching experience supports compensation oversight .
- Chairs Compensation Committee; engaged third-party consultants (Mercer in 2021; FW Cook in 2024) to benchmark executive and director pay; committee independence affirmed; no interlocks .
- Consistent engagement: 2024 full attendance at Compensation Committee meetings; strong committee meeting cadence; board attendance policy observed .
- Ownership alignment: Beneficial holdings “Over $100,000” and incremental open-market purchases in Nov–Dec 2024; time-based RS awards vest after one-year service, with dividend rights, aligning pay with tenure .
- Risk controls: Company hedging/pledging limits; Audit Committee pre-approval and auditor independence oversight; 1940 Act affiliate transaction screening .
-
Watch items / potential red flags
- No explicit director stock ownership guidelines disclosed (e.g., multiple of cash retainer); reliance on time-based RS grants—monitor future disclosures for adoption of formal guidelines .
- Audit Committee attendance in 2024 shows one meeting missed among members (7 of 8); continue to monitor attendance consistency .
- Board still includes two “interested” executive directors (father-son Browns) which can raise perception risks; mitigated by majority independence and planned declassification by 2027 .
-
Compensation structure signals
- Shift in cash retainer from $100k to $120k effective 2024; equity grant fair values remained ~$50k/year, indicating balanced cash/equity mix and market benchmarking via FW Cook .
- No options outstanding under equity plans; director equity limited to restricted stock—lower risk profile vs options .
-
Related-party and conflicts
- Compensation Committee members (including Zacharia) had no Item 404 relationships in 2024; committee interlock disclosures clean .
- Company processes for affiliate reviews under 1940 Act described; indemnification agreements standard .