Ronald Estes

About Ronald E. Estes

Ronald E. Estes (age 68) is an Independent Director of Trinity Capital Inc., serving since September 2019; his current Class 1 term expires in 2026. He retired in 2022 as President & CEO of LifeStream Complete Senior Living (CEO since 2016; CFO since 2013); earlier, he was Tax Director at McGladrey LLP (now RSM) in 2011–2012 and CFO of The Ryerson Company in 2003–2010. He is a certified public accountant with 15 years of public accounting experience and is designated the Board’s Lead Independent Director and the Audit Committee Chair (audit committee financial expert).

Past Roles

External Roles

Board Governance

• Independence: Determined independent under the 1940 Act, Exchange Act, and Nasdaq listing standards; Audit, Compensation, and Nominating Committees limited to Independent Directors.
• Lead Independent Director: Estes presides over executive sessions, liaises with the Chair/management, previews Board materials, and organizes evaluations; serves until he ceases to be independent or is replaced by Board majority (including independent majority).
• Committee Memberships and Chair Roles:
  • Audit Committee: Chair; designated audit committee financial expert.
  • Compensation Committee: Member.
  • Nominating Committee: Member.
• Board Structure: Six-member board, declassifying at the 2027 annual meeting. Estes and Zacharia are Class 1 directors.
• Meetings and Attendance (2024): Board met 10 times; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting.
• Committee Attendance (2024): Audit Committee held 8 meetings—each member attended 7/8; Nominating held 1—each attended 1/1; Compensation held 6—each attended 6/6.

Committee Activity Snapshot (2024)

Fixed Compensation

Performance Compensation

• Structure: Non-Employee Director Restricted Stock Plan permits annual time-based restricted stock grants to Independent Directors at the start of each one-year Board term; forfeiture restrictions lapse at end of the one-year term; dividends accrue unless forfeited. No options granted in 2024.
• 2024 Grants: Company granted 13,340 restricted shares in aggregate to directors in 2024 (fair value ≈$0.2 million; ≈$0.1 million unrecognized cost at year-end). Estes’ stock award fair value totaled $49,992.

No performance-conditioned metrics (e.g., TSR, EBITDA) are tied to non-employee director equity; awards are time-based.

Other Directorships & Interlocks

Expertise & Qualifications

• CPA with 15 years of public accounting; audit/tax/financial oversight experience.
• Board designates Audit Committee Chair (Estes) as “audit committee financial expert” under Item 407 of Regulation S-K.
• Senior leadership in non-profit senior living operations (CEO/CFO) and prior CFO experience in the sector.

Equity Ownership

• Hedging/Pledging: Policy prohibits short-term trading, short sales, and derivatives; hedging or pledging only with pre-approval and financial capacity; no pledging by Estes disclosed.

Governance Assessment

• Strengths:
  • Independent director, Lead Independent Director, and Audit Chair with financial expert designation—supports robust oversight of financial reporting and auditor independence.
  • Solid committee engagement and attendance (Audit 7/8; Nominating 1/1; Compensation 6/6); Board met 10 times with all directors ≥75% participation and full annual meeting attendance.
  • Balanced director pay structure combining fixed cash retainers with time-based equity; no options or per-meeting fees—aligns with long-term governance and minimizes short-term risk-taking.
  • Strong compliance framework: Clawback policy for executives; Code of Ethics; hedging/pledging restrictions; auditor pre-approval controls and independence oversight.
  • Board declassification commencing 2027—enhances accountability (annual elections).
• Potential Concerns/Monitoring:
  • No performance-linked components for director equity (time-based only)—typical for BDCs but limits performance alignment in director pay.
  • Beneficial ownership is <1%—alignment present via RS grants but modest absolute stake size; monitor adherence to any director ownership guidelines if adopted in future (none disclosed).
  • Related-party transactions: None disclosed requiring Item 404; continue monitoring under 1940 Act restrictions.
• Red Flags:
  • None disclosed: no hedging/pledging exceptions, no related-party transactions, no committee interlocks, and no attendance issues.

Notes on Policies and Procedures

• Director Compensation Framework (2024): Independent Director annual fee $120,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Lead Independent Director $20,000; reasonable expenses reimbursed.
• Restricted Stock Plan: Amended in 2024 to 120,000 shares capacity; awards at start of term; one-year vest; dividends permitted; expires just before tenth anniversary of initial stockholder approval.
• Auditor Oversight: Audit Committee pre-approval policy; reviewed EY independence disclosures; recommended EY reappointment; formal report signed by Estes (Chair).

References

• Director biography, age, tenure, other directorships:
• Lead Independent Director duties and appointment:
• Board composition, independence, declassification, meetings & attendance:
• Committee membership, charters, and attendance:
• Director fee structure and stock plan:
• Director compensation table and totals:
• Beneficial ownership and share breakdown:
• Code of Ethics, hedging/pledging policy:
• Audit Committee report and independence oversight:
• Related party transactions policy and indemnification:
• Compensation Committee interlocks: