Richard Hamada
About Richard P. Hamada
Richard P. Hamada, 66, is an Independent Director of Trinity Capital Inc. (TRIN) serving since December 2021; he is a Class 2 director with a term expiring in 2027 . He is the former Chief Executive Officer of Avnet, Inc. (2011–2016) and has served on Keysight Technologies’ board since 2014, sitting on Keysight’s Compensation & Human Capital and Nominating & Corporate Governance Committees; prior governance roles include Avnet, Global Technology Distribution Council, National Education Partners (board chair), and National University (trustee), and he has been recognized three times by Computer Reseller News as a Top 25 Most Influential Channel Executive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avnet, Inc. | Chief Executive Officer | Jul 2011 – Jul 2016 | Led a global electronics distributor; recognized for channel leadership |
| Global Technology Distribution Council | Director | Not disclosed | Industry governance participation |
| National Education Partners | Board Chair | Not disclosed | Board leadership |
| National University | Trustee | Not disclosed | Higher-education governance |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Keysight Technologies, Inc. | Director | 2014 | Compensation & Human Capital; Nominating & Corporate Governance |
| Avnet, Inc. | Former Director | Not disclosed | Not disclosed |
| Global Technology Distribution Council | Former Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board determined Hamada is independent under Nasdaq rules and is not an “interested person” under the 1940 Act .
- Committee memberships at TRIN: Audit Committee (members: Estes—Chair, Zacharia, Hamada) ; Compensation Committee (members: Zacharia—Chair, Estes, Hamada) .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting . Audit Committee held 8 meetings; each member attended 7 of 8 . Compensation Committee held 6 meetings; each member attended all 6 .
- Lead Independent Director: Ronald E. Estes serves as Lead Independent Director .
- Executive sessions: Independent Directors meet in executive session without interested directors/management .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Director) | $120,000 | Standard fee for independent directors in 2024 |
| Committee chair fees | $0 | Chairs receive Audit $20,000, Compensation $15,000, Nominating $10,000; Hamada is not a chair |
| Lead Independent Director retainer | $0 | Paid to Lead Independent Director ($20,000); Hamada does not hold this role |
| Total cash fees paid (Hamada, 2024) | $120,000 | Per Director Summary Compensation Table |
Performance Compensation
| Grant Type | 2024 Value | Vesting | Plan/Provisions |
|---|---|---|---|
| Restricted stock (Non-Employee Director Award) | $49,992 (Hamada) | Forfeiture restrictions lapse at end of one-year Board term | Issued under TRIN’s 2019 Non-Employee Director Restricted Stock Plan (amended to 120,000 shares available; directors receive dividends unless forfeited) |
| Options | $0 | N/A | Company had no options outstanding as of 12/31/2024 |
The Company granted an aggregate 13,340 restricted shares to non-employee directors in 2024 (fair value ≈ $0.2M); unrecognized compensation ≈ $0.1M as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Keysight Technologies, Inc. | Director | Compensation & Human Capital; Nominating & Corporate Governance | No TRIN-related business ties disclosed; low perceived conflict risk |
| Avnet, Inc. | Former Director/CEO | N/A | No TRIN-related related-party transactions disclosed |
| GTDC; National Education Partners; National University | Prior governance roles | N/A | No TRIN-related related-party transactions disclosed |
Expertise & Qualifications
- Former CEO of Avnet with extensive sales, marketing, and management expertise; Keysight board experience across compensation and governance .
- Recognized three times among CRN’s Top 25 Most Influential Channel Executives .
- Company cites his experience as qualifying him to serve effectively on TRIN’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Dollar Range |
|---|---|---|---|
| Richard P. Hamada | 97,070 | ~0.15% (97,070 / 64,654,247) | Over $100,000 |
- Group ownership: Directors and officers as a group (10 persons) hold 3,431,415 shares (5.31%) .
- Pledging/hedging: Insider trading policy prohibits short-term speculation, hedging/monetization, and margin pledging without pre-approval and demonstrated capacity to repay; any pledging requires pre-approval and non-margin debt .
- Stock ownership guidelines for directors: Not disclosed in the 2025 proxy .
Governance Assessment
- Committee effectiveness: Hamada sits on Audit and Compensation—both comprised solely of independent directors, with active meeting cadence and strong attendance; Audit met 8 times (members attended 7/8); Compensation met 6 times (members attended 6/6) .
- Independence and conflicts: Board explicitly determined Hamada is independent; Compensation Committee notes no interlocks or Item 404 relationships in 2024 .
- Director pay and alignment: Mix of fixed cash retainer ($120,000) and time-vested restricted stock ($49,992) supports alignment; no options outstanding for directors; dividend rights on restricted stock; vesting aligns to annual service .
- Red flags: None identified specific to Hamada—no related-party transactions disclosed, strong meeting attendance, and adherence to prohibitions on hedging/pledging (policy-level) .
- Board structure: Presence of Lead Independent Director and executive sessions enhance oversight; Board moving to declassification starting with 2027 Annual Meeting improves annual accountability .
Compensation Committee Analysis (Context for Hamada’s role)
| Item | Detail |
|---|---|
| Composition | Zacharia (Chair), Estes, Hamada—each independent and not “interested persons” |
| Meetings (2024) | 6 formal meetings; all members attended all meetings |
| Consultants | Mercer (2021), FW Cook (2024); independence assessed via Item 407(e)(3)(iv) factors |
| Interlocks | None; no Item 407(e) interlocking relationships in 2024 |
| Scope | Oversees executive comp strategy, packages, risks; authority to engage external advisors |
Additional Governance Data
| Topic | Disclosure |
|---|---|
| Board meetings (2024) | 10 meetings; all directors attended ≥75% of Board/committee meetings; all attended 2024 annual meeting |
| Committee chairs | Audit: Estes; Compensation: Zacharia; Nominating: Lockridge |
| Lead Independent Director | Estes; role includes presiding over independent sessions and liaising with management |
| Clawback | Adopted per Nasdaq 5608/Rule 10D-1 for executive incentive comp (applies to NEOs) |
Overall, Hamada’s independent status, dual committee service, consistent attendance, and straightforward director compensation structure (cash + time-vested equity) support investor confidence; no related-party or interlock issues are disclosed for him, and TRIN’s policies on hedging/pledging further align director/shareholder interests .