Trinity Capital Inc

This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers for 2025, as described in the CD&A, compensation tables and narrative. Management is seeking this advisory endorsement to obtain stockholder feedback on its executive pay program which emphasizes at-risk compensation, equity ownership and performance-linked incentives consistent with the constraints of the 1940 Act for a BDC. The company’s compensation framework includes base salary, discretionary annual cash bonuses tied to financial and strategic metrics, and long-term equity-based awards (restricted stock and time- and performance-conditioned stock options) intended to align management with long-term shareholder interests. The Board highlights that bonuses for 2025 were paid at 110% of target and that long-term awards include a one-time performance-based option program with a 50% stock-price hurdle to reward substantial shareholder value creation. The advisory vote is not binding, but the Compensation Committee and Board will review results and consider them when setting future pay policies; the Board recommends approval as a signal of investor support. Given the company’s status as an internally managed BDC and applicable regulatory constraints under the 1940 Act and the Company’s SEC exemptive relief, the Compensation Committee retains discretion in awarding incentives, which management argues is necessary to operate within the regulatory framework while still linking pay to performance. A FOR vote signals acceptance of current pay design and outcomes; an opposed vote would prompt the committee to consider adjustments and engage with stockholders. Investors should weigh the pay program’s structural alignment to long-term stockholder returns, the use of performance hurdles on option awards, the size and timing of payouts (including special awards and payouts reported across years), and the company’s disclosure that advisor-driven discretion is used in determining incentive awards when evaluating the merits of this advisory proposal.

This proposal asks stockholders, on a non-binding advisory basis, to select the frequency—every 1, 2, or 3 years—at which the company will hold future Say-on-Pay votes. Management is advocating for an annual (one-year) frequency, arguing that yearly advisory votes provide the most timely and direct stockholder input on evolving executive compensation disclosures and policies, which are updated annually. The Board’s rationale emphasizes the annual nature of compensation disclosure and the desire for ongoing engagement with investors to obtain immediate feedback following each year’s compensation decisions and disclosures. A one-year frequency gives investors more immediate recourse to express views on pay practices and allows the Compensation Committee to respond to stockholder sentiment in a timely manner; conversely, multi-year frequencies reduce the administrative burden but delay feedback and potential corrective action. Because the vote is advisory, the Board will consider the result but is not bound by it; the Board has stated it will adopt an annual frequency if the 1 YEAR option receives the most votes. For sophisticated investors, the trade-off is between responsiveness (annual votes) and reduced shareholder vote fatigue (multi-year votes); given the company’s recent compensation changes and active engagement plans, management frames an annual vote as the best governance practice. Investors should consider the company’s history of executive pay decisions, the role of the 1940 Act constraints on formulaic incentive design, and the Compensation Committee’s stated willingness to act on stockholder feedback when choosing their preferred frequency.

This proposal requests stockholder approval to amend the Company’s 2019 Non-Employee Director Restricted Stock Plan to increase the share reserve by 100,000 shares (from 120,000 to 220,000). Management is pursuing this amendment to support a decision—driven by a peer benchmarking review and compensation consultant input—to materially increase the annual equity retainer for independent directors (to an intended $105,000 fair value per director) beginning in 2026, and to ensure sufficient shares remain available for future grants. The Board and Compensation Committee emphasize that equity awards are a critical tool for attracting and retaining qualified non-employee directors and for aligning directors’ interests with long-term stockholder value, and they considered historical grant rates, anticipated future grants, dilution impact, and Nasdaq and SEC exemptive constraints in reaching their recommendation. The company notes it has SEC exemptive relief allowing restricted stock for non-employee directors but must also comply with Nasdaq Rule 5635(c), which requires shareholder approval for certain increases; stockholder approval is therefore necessary for the amendment to take effect. Management also evaluated that the company’s market capitalization and assets have increased materially since the last amendment, and that remaining available shares (46,240 as of March 31, 2026) would be insufficient under the proposed higher grant policy. Approving the amendment preserves the company’s ability to make competitive equity grants without resorting to cash-only alternatives that would deplete cash available for investing. Investors should weigh the dilutionary effect of the increased reserve against the governance and retention benefits of an appropriately compensated independent board; the Board concluded that the benefits of maintaining a robust equity-based non-employee director program justify the modest increase in the share reserve.