Trinity Capital Inc

We believe that our executive compensation program appropriately aligns executive compensation with both company and individual performance. As described above, the Compensation Committee considers a number of individual and corporate performance factors and metrics each year in setting executive compensation and determining incentive compensation payout levels. The Compensation Committee considers, among other things, our net distributable income, return on equity, return on assets and total stockholder return for the relevant year against our BDC peers. The objective in analyzing these performance factors is to ensure that executive compensation is appropriately tied to the Company’s performance in a given year. Although we are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and therefore not subject to an annual “say-on-pay” advisory vote, we regularly engage with our stockholders to solicit feedback on our executive compensation program and policies.

Based on stockholder feedback received during 2022 and on the Compensation Committee’s comprehensive assessment of our corporate performance in 2022, the Compensation Committee decided to maintain, and not raise, base salaries and target cash bonus levels for our NEOs in 2023. The Compensation Committee also approved annual equity awards for our NEOs in March 2023 that reflect equal dollar value to the annual awards made in 2022. We believe that our 2023 executive compensation appropriately balances stockholder feedback with a desire to create meaningful performance and retention incentives for our NEOs.