Steven Brown
About Steven Brown
Steven L. Brown (age 63) is Executive Chairman and Chairman of the Board of Trinity Capital Inc. (TRIN). He founded Trinity in 2008 and previously served as CEO from August 2019 to January 2024; he is also a member of the Investment Committee and the father of current CEO Kyle Brown, making him an “interested” director under the 1940 Act . The Company’s pay program ties bonuses to performance metrics including net investment income, ROAE, dividend yield, NAV growth, and AUM growth; 2024 NEO bonuses were paid at 110% of target based on these factors . Board leadership includes a Lead Independent Director and fully independent Audit, Compensation, and Nominating committees to mitigate dual-role and independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Capital Inc. | Executive Chairman; Chairman of the Board; prior CEO | Exec. Chairman since Jan 2024; CEO Aug 2019–Jan 2024; Chair since Aug 2019 | Founder-led leadership; investment oversight via Investment Committee |
| Trinity Capital Investments (predecessor) | Managing Partner | 2008–2019 | Built venture lending and equipment finance platform |
| Point Financial Capital Partners | General Partner (venture leasing fund) | 2003–2008 | Venture leasing fund leadership |
| InvestLinc Financial Services | President & CFO | 1998–2002 | Early-stage PE fund leadership and operations |
| Cornerstone Equity Partners | Partner (founding group) | 1996–1998 | Private equity fund founding and investing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| invisionAZ | Director; member of invisionAZ Venture Fund Investment Committee | Not specified | Support Arizona tech ecosystem and venture fund oversight |
Fixed Compensation
Multi-year NEO compensation summary for Steven L. Brown:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|
| 2022 | 750,000 | 1,483,450 | 3,799,997 | — | — | Includes discretionary bonus tied to 2022 realized gains |
| 2023 | 750,000 | 1,587,800 | 2,822,541 | — | 13,200 | Additional discretionary bonus for January 2022 realized gains |
| 2024 | 666,667 | 1,045,000 | 4,398,649 | — | 13,800 | Salary reduced on transition to Executive Chairman; bonus at 110% of target |
Additional fixed comp and structure highlights:
- 2024 salary reset from $750,000 to $650,000 upon transition to Executive Chairman; target bonus adjusted from $975,000 to $950,000 .
- As of March 14, 2025 (A&R NEO Agreements), Steven’s initial base salary set at $500,000, subject to annual review .
Performance Compensation
- Bonus framework: Discretionary, aligned to company metrics including net investment income, ROAE, dividend yield, NAV growth, and AUM growth; 2024 bonuses paid at 110% of target across NEOs based on performance vs plan and peers .
- 2024 Steven Brown bonus target: $950,000; actual paid: $1,045,000 (110% of target) .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Net investment income; ROAE; dividend yield; NAV growth; AUM growth; operational metrics (deployment, capitalization, portfolio activity, total assets) | Not disclosed | Board-approved operating plan; peer comparison | Outperformance vs plan and peers (narrative) | 110% of target bonus for 2024 | Cash paid Q1 2025 |
Equity grants and vesting mechanics:
- Annual restricted stock grants typically in Q1 with four-year vesting: 25% on March 15 of year 2, remainder in quarterly installments over the next three years .
- 2024 “Pull Forward Grants” in December 2024; Steven received part of his annual award in Dec 2024 and the balance as restricted stock on March 14, 2025, with vesting aligned to normal 2025 schedule (25% on March 15, 2026, then quarterly) .
- Company did not grant stock options in 2024 generally; special one-time options granted to certain NEOs, but Steven did not participate due to Executive Chairman role .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Steven L. Brown) | 1,386,174 shares; 2.14% of shares outstanding | Includes 845,428 direct and 540,746 via Steven and Patricia Brown Family Trust (3/19/1998) |
| Shares outstanding (Record Date Apr 15, 2025) | 64,654,247 | Basis for % ownership calculations |
| Unvested restricted shares (12/31/2024) | 492,198 | Market value $7,122,105 at $14.47 closing price |
| Options outstanding | None | Company had no outstanding options as of 12/31/2024 |
| Hedging & pledging policy | Hedging prohibited; pledging only with pre-approval and demonstrated capacity (non‑margin) | No pledging disclosed for Steven in proxy tables |
| Dollar range of director holdings | Over $100,000 | As of record date |
Stock ownership guidelines: Not disclosed in proxy; insider trading policy addresses speculative trading, hedging, and pledging .
Section 16 compliance and filing notes:
- Proxy notes late Form 4s (including Mr. S. Brown’s vesting) due to administrative error filed by the Company on behalf of several insiders; otherwise compliant for 2024 .
Employment Terms
A&R NEO Agreements (signed March 14, 2025) for Steven L. Brown:
| Term | Steven L. Brown |
|---|---|
| Employment status | At will; base salary $500,000 (subject to annual review) |
| Annual incentives | Discretionary cash bonus and equity under 2019 LTIP, as approved by Compensation Committee |
| Severance (termination without Cause or resignation with Good Reason) | 24 months of monthly base salary; increases to lump sum of 3x annual base salary if termination within 24 months post “Covered Transaction” |
| Bonus upon termination | Earned but unpaid bonus; pro‑rata current-year bonus; if within 24 months post Covered Transaction, 2x average of last 3 annual bonuses, lump sum within 60 days |
| Equity acceleration | Acceleration of any portion vesting within 2 years; for Steven, acceleration includes entire unvested portion (time-based awards) |
| COBRA contributions | Company portion of premiums for 24 months; 36 months lump sum if within 24 months post Covered Transaction |
| Clawback | Policy compliant with Nasdaq Rule 5608 and SEC Rule 10D‑1; recovery of erroneously awarded incentive comp upon accounting restatement |
| Restrictive covenants | Confidentiality, non‑competition, and non‑solicitation obligations |
Legacy severance framework (pre‑A&R; hypothetical as of 12/31/2024):
| Scenario | Severance ($) | Bonus ($) | Equity Acceleration ($) |
|---|---|---|---|
| Death | 1,444,444 | 2,094,167 | 7,141,167 |
| Disability | 1,444,444 | 2,094,167 | 7,141,167 |
| Termination w/o Cause or Good Reason | 1,444,444 | 2,094,167 | 7,141,167 |
| Within 1 year after change in control; termination w/o Cause or Good Reason | 1,444,444 | 2,094,167 | 7,141,167 |
Board Governance
- Role: Executive Chairman and Chairman of the Board; “interested” director due to executive role; serves on Investment Committee .
- Board structure: Six directors; de‑classification planned for 2027 annual meeting .
- Independence: Independent directors are Lockridge, Hamada, Estes, Zacharia; committees limited to Independent Directors .
- Committees (chairs in bold): Audit — Ronald E. Estes (Chair), Zacharia, Hamada; Nominating — Irma Lockridge (Chair), Estes, Zacharia; Compensation — Michael E. Zacharia (Chair), Estes, Hamada .
- Lead Independent Director: Ronald E. Estes; responsibilities include presiding in executive sessions, liaison functions, previewing board information, and organizing CEO/Exec evaluations .
- Attendance: Board met 10 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director compensation: Interested directors (including Steven Brown) do not receive director fees; independent director fee structure detailed separately (not applicable to Steven) .
Director Compensation
Steven Brown receives no separate director compensation for board service due to his status as an “interested” director and executive officer .
Say-on-Pay & Shareholder Feedback
Trinity is an emerging growth company (JOBS Act) and is not subject to annual “say‑on‑pay” advisory votes; it conducts regular investor engagement to solicit feedback on executive compensation .
Related Party Considerations
- Familial relationship: Steven L. Brown is the father of CEO Kyle Brown .
- 1940 Act restrictions: Company screens transactions for affiliations and follows Board approvals and SEC exemptive relief as needed; indemnification agreements in place for directors and officers .
Expertise & Qualifications
- 25 years in venture equity and venture debt; founder of Trinity; prior leadership roles across PE and venture leasing; Investment Committee member .
Performance & Track Record
- Leadership transition and platform continuity: Founder-led governance with independent committee oversight; RIA and SBIC strategy development under current leadership (Kyle Brown) discussed in public materials; Steven’s governance roles continue via Board Chair and Investment Committee .
Vesting Schedules and Insider-Selling Pressure
- Unvested restricted shares: 492,198 shares valued at ~$7.12 million as of 12/31/2024 at $14.47/share .
- Standard vest cadence: 25% cliff on March 15, 2026 for 2025-cycle grants, followed by quarterly vesting over three years; Pull‑Forward Grants made Dec 2024 kept same vest schedule, potentially creating recurring quarter-end sell windows for tax withholding or diversification .
Compensation Committee Analysis
- Committee composition and independence; use of Mercer (2021) and FW Cook (2024) for peer benchmarking and governance; peer group includes internally managed BDCs, REITs, and financials of comparable size; target percentiles not disclosed .
Investment Implications
- Alignment: High “skin‑in‑the‑game” with 2.14% ownership and substantial unvested equity; hedging prohibited, pledging tightly controlled, and robust clawback policy—positive for shareholder alignment .
- Retention and CIC protection: A&R NEO agreements provide meaningful severance and full time‑based equity acceleration for Steven, especially post‑transaction (3x salary and 2x average bonus; full acceleration), supporting leadership continuity but creating potential dilution/expense impact in change‑of‑control scenarios .
- Independence risk mitigants: Dual role (Executive Chairman + Chair) and familial relationship with CEO pose governance risks, partially offset by Lead Independent Director and fully independent committees .
- Trading signals: Quarterly vesting from March 2026 onward plus sizable unvested balances may create recurring windows for net share settlement or sales; monitor Form 4s and tax-related dispositions; note administrative late filings in 2024 were company-driven errors .
- Pay-for-performance: Bonus outcomes explicitly tied to financial and operational metrics with 2024 payout at 110% of target, indicating compensation responsive to performance vs plan and peers; continued investor engagement despite no say‑on‑pay .
Overall: Ownership alignment and structured incentive design are positives; governance complexity from dual-role/family ties requires ongoing monitoring of independent oversight, committee integrity, and disclosure quality .