Sarah Stanton
About Sarah Stanton
Sarah Stanton is Trinity Capital Inc.’s General Counsel, Chief Compliance Officer, and Secretary; she has served as General Counsel and Secretary since July 2020 and as Chief Compliance Officer since August 2021. She is age 40 in 2025 and the Corporate Secretary contact for shareholder and proxy matters, reflecting a central governance role . While Trinity’s proxy does not disclose Ms. Stanton’s individual pay levels, executive incentives were tied to company metrics (net investment income/distributable income, ROE/ROA, dividend yield, NAV growth, AUM growth, TSR), with NEO bonuses paid at 120% of target for 2023 and 110% of target for 2024—signaling a pay-for-performance framework that likely applies across senior management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verra Mobility (Nasdaq: VRRM) | Senior Associate General Counsel, Corporate & Securities | Aug 2018 – Jun 2020 | Oversaw corporate governance, SEC/Nasdaq compliance, and M&A |
| DLA Piper | Corporate Associate | 2016 – 2018 | Focused on public company governance, M&A, and venture capital transactions |
| Rusing Lopez & Lizardi, PLLC | Associate | 2011 – 2016 | General corporate and commercial litigation practice |
External Roles
No public company board or committee roles disclosed for Ms. Stanton in Trinity’s proxies .
Fixed Compensation
- Not disclosed for Ms. Stanton. Trinity’s Compensation Committee determines executive officer compensation (salary, discretionary annual cash bonus, equity) using market benchmarks and performance considerations; consultants Mercer (2021) and FW Cook (2024) support peer group benchmarking and governance .
Performance Compensation
- Executive incentives emphasize multi-metric performance to avoid short-termism (BDC context); metrics considered included:
- 2023: net distributable income, ROE, ROA, TSR; NEO bonuses were paid at 120% of target for performance in 2023 .
- 2024: net investment income, ROE, dividend yield, NAV growth, AUM growth; NEO bonuses paid at 110% of target for performance in 2024 .
| Metric (Company-wide executive framework) | 2023 Outcome | 2024 Outcome | Notes |
|---|---|---|---|
| Annual cash bonus payout vs target (NEOs) | 120% | 110% | Committee applies discretion per 1940 Act; payout informed by plan vs. peers |
| Net distributable/investment income | Considered | Considered | Targets/weights not disclosed |
| Return on equity / assets | Considered | ROE considered | Targets/weights not disclosed |
| Dividend yield / NAV growth / AUM growth | — | Considered | Targets/weights not disclosed |
| Total shareholder return | Considered | — | Targets/weights not disclosed |
Vesting mechanics and equity:
- Employee restricted stock typically vests 25% at year one, with the remainder in quarterly installments over three years; a one-year minimum vesting (with limited exceptions) was added to the LTIP in 2024 .
- As of Dec 31, 2024, Trinity reported no options, warrants, or rights outstanding; the LTIP authorizes restricted stock and options, with options introduced for certain NEOs in December 2024 (Ms. Stanton not listed among recipients) .
| LTIP and Equity Plan Metrics | 2023 | 2024 |
|---|---|---|
| LTIP authorized shares | 3.6M | 9.4M (amended Jun 12, 2024) |
| Restricted stock granted during year (net) | 607,200 | 1,080,698 |
| Unrecognized compensation cost (restricted stock) | $17.1M | $26.3M |
| Options outstanding | None | None as of Dec 31, 2024 |
| LTIP minimum vesting | Not specified | One-year minimum (exceptions apply) |
Equity Ownership & Alignment
- Beneficial ownership has grown YoY, consistent with continued vesting/retention:
| As of Date | Shares Beneficially Owned | Shares Outstanding | Ownership % | Type/Notes |
|---|---|---|---|---|
| Apr 17, 2023 | 63,300 | 35,969,419 | ~0.176% (63,300 / 35,969,419) | Direct ownership; less than 1% |
| Apr 15, 2024 | 105,193 | 49,153,339 | ~0.214% (105,193 / 49,153,339) | Direct ownership; less than 1% |
| Apr 15, 2025 | 144,970 | 64,654,247 | ~0.224% (144,970 / 64,654,247) | Direct ownership; less than 1% |
Alignment policies and restrictions:
- Hedging/speculative trading prohibited; pledging allowed only for non‑margin loans with demonstrated repayment capacity and requires Chief Compliance Officer pre-approval—mitigating alignment risks from collateralized shares .
- Clawback policy (Nasdaq Rule 5608/SEC Rule 10D‑1) applies to covered executive officers (includes executive officers beyond NEOs), enabling recovery of erroneously awarded incentive compensation upon required restatements .
- Section 16(a) compliance: Trinity disclosed late Form 4s (including Ms. Stanton’s) due to administrative errors tied to vesting transactions—remediated via filings; no enforcement history noted .
Insider selling pressure:
- Form 4 transaction details were not retrievable via the insider-trades skill due to an authorization error (401); analysis relies on proxy ownership tables and Section 16(a) disclosures .
Employment Terms
- Role dates: General Counsel & Secretary since July 2020; Chief Compliance Officer since August 2021 .
- Employment agreements: Trinity notes employment offer letters for NEOs and “other senior management team members referenced”—indicating Ms. Stanton likely has an offer letter, but specific severance terms for her are not disclosed .
- Change-in-control plan impacts: Under the LTIP, employee awards accelerate vesting upon covered transactions (merger, sale of substantially all assets, board change, etc.)—applies to employee award holders generally .
- Indemnification: Trinity maintains indemnification agreements for directors and executive officers (including advancement of expenses to the maximum allowed) .
Investment Implications
- Ownership trajectory and retention: Ms. Stanton’s rising direct ownership across 2023–2025 suggests ongoing vesting and retention, supporting alignment while remaining immaterial to float (<1% each year) .
- Governance and controls: Robust hedging/pledging restrictions and clawback coverage reduce misalignment risk and potential leverage-related selling pressure; late Section 16 filings appear administrative rather than behavioral, but warrant monitoring for future timeliness .
- Compensation linkage: Although her individual bonus/equity specifics are not disclosed, company-wide executive incentives tied to ROE/NII/TSR and NEO payout outcomes at 120% (2023) and 110% (2024) reinforce that senior leadership comp is calibrated to performance, which typically extends to non-NEO executives .
- Event risk: LTIP change-in-control acceleration can create near-term supply if a transaction occurs (accelerated vesting), but alignment policies and at-will executive management structures mitigate adverse incentives .
Monitoring plan: Track future DEF 14A disclosures for officer-level pay detail, any pledging approvals, and timely Form 4s; if authorization issues are resolved, review Ms. Stanton’s Form 4s for patterns (grants, net share settlements, sales) to refine views on selling pressure.