Employment Offer Letter, dated March 14, 2025, by and between the Company and Michael Testa

Exhibit 10.4

Name: Michael Testa
Date: March 14, 2025

Dear Michael:

I am very pleased to provide you with this letter agreement that includes the terms of your continued employment with Trinity Capital Inc. (the “Company”).

Position and Responsibilities

During the Term (as defined below), you agree to serve as Chief Financial Officer for the Company and to devote substantially all of your business time and efforts to the performance of your duties to the Company. During the Term, you will have the duties, authorities and responsibilities as are required by your position, and such other duties, authorities and responsibilities as may reasonably be assigned to you that are not inconsistent with your position as the Chief Financial Officer. You will report directly to the CEO.

Salary, Bonus, Benefits, Business Expenses and Severance

For purposes of this letter agreement, “cause” shall mean (i) your act(s) of gross negligence or willful misconduct in the course of your employment, (ii) your willful failure or refusal to perform in any material respect your duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by you of any assets or business opportunities of the Company or any of its affiliates, (iv) embezzlement or fraud committed (or attempted) by you, or at your direction, (v) your conviction of, indictment for, or pleading “guilty” or “no contest” to, (1) a felony or (2) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of your duties to the Company or otherwise result in material injury to the reputation or business of the Company or any of its affiliates, (vi) any material violation by you of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, or (vii) your material breach of Exhibit A of this letter agreement. Any determination of cause will be made by a resolution approved by a majority of the members of the Board, provided that no such determination may be made until you have been given written notice detailing the specific cause event and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the satisfaction of the Board. Notwithstanding anything to the contrary contained herein, your right to cure as set forth in the preceding sentence shall not apply if there are habitual or repeated breaches by you, and no act or omission shall be deemed “willful” or “intentional” unless taken or not taken in bad faith and without a reasonable belief that it was in the best interest of the Company, or if taken or omitted to be taken on instruction from the Board or the Company’s counsel.

For purposes of this letter agreement, your resignation shall be for “good reason” if you resign from your employment as a result of any of the following without your consent: (i) a material reduction in your position, duties, responsibilities or status (other than temporarily while physically or mentally incapacitated or as required by applicable law); (ii) a material downward change in your reporting responsibility; (iii) a material reduction your Base Salary; (iv) the permanent relocation of your principal work location to a location outside a fifty (50) mile radius of your current principal work location (excluding required business travel from time to time); (v) the failure of the Company to make any material, non-forfeited payments earned and due to you under this letter agreement; or (vi) the failure of the Company to obtain the assumption in writing of its obligations under this letter agreement by any successor to all or substantially all of the assets of the Company. In order to resign for good reason, you must notify the Company in writing within thirty (30) days of the first occurrence of such circumstances alleged to constitute good reason and the Company shall have a period of thirty (30) days to cure such event(s). If such events are not fully corrected in all material respects by the Company within such thirty (30) day period, you must actually terminate your employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above, otherwise, any claim of such circumstances as “good reason” shall be deemed irrevocably waived.

In the event that your employment hereunder is terminated due to your death or disability, in addition to Accrued Benefits, subject to your or your estate’s execution of the Release of Claims that is no longer subject to revocation within sixty (60) days following such termination of employment, and subject to your continued compliance with the terms of Exhibit A, you will receive any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination, paid within sixty (60) days following such termination of employment and a pro-rata portion of your Annual Bonus for the calendar year in which the termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that you are employed by the Company and the denominator of which is 365), payable at the same time bonuses for such year are paid to other senior executives of the Company. For purposes of this letter agreement, “disability” shall mean any physical or mental disability or infirmity of you that prevents the performance of your duties (notwithstanding the provision of any reasonable accommodation) for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period, as determined by the Company.

If your employment with the Company is terminated at any time for any reason other than as described above, unless provided for separately (e.g. a separate severance plan or agreement) the Company shall have no further obligation or liability to you relating to your employment or arising out of this letter agreement, other than (i) the payment of any Base Salary earned but unpaid through the date of termination of your employment, (ii) any vested rights you may have under any of the Company’s employee benefit plans, (iii) payment for any accrued but unused vacation days, in accordance with the Company’s vacation policy and applicable laws, and (iv) any other payments required by applicable law (collectively, items (i) through (iv), “Accrued Benefits”).

Employment at Will; Restrictive Covenants

Notwithstanding anything to the contrary, your employment with the Company will be “at will”, which means that either you or the Company may terminate your employment, at any time and for any reason, either with or without cause or advance notice. In the event that you desire to terminate your employment with the Company, the Company does request that you provide two (2) weeks’ written notice to the Company as a courtesy. The period of time between the date hereof and the termination of your employment hereunder for any reason shall be referred to herein as the “Term.”

As a condition of your employment, you agree to be bound by all the terms and conditions in Exhibit A to this letter, and agree that the terms and conditions of Exhibit A form part of the terms and conditions of your employment.

Notwithstanding anything to the contrary in this letter agreement or otherwise, you understand and acknowledge that the Company has informed you that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for (i) the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or (ii) the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Additionally, notwithstanding anything to the contrary in this letter agreement or otherwise, you understand and acknowledge that the Company has informed you that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a court order. Nothing in this letter agreement or any other agreement between you and the Company shall be interpreted to limit or interfere with your right to report good faith suspected violations of law to applicable government agencies, including the Equal Employment Opportunity Commission, National Labor Relation Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other applicable federal, state or local governmental agency, in accordance with the provisions of any “whistleblower” or similar provisions of local, state or federal law. You may report such suspected violations of law, even if such action would require you to share the Company’s proprietary information or trade secrets with the government agency, provided that any such information is protected to the maximum extent permissible and any such information constituting trade secrets is filed only under seal in connection with any court proceeding. Lastly, nothing in this letter agreement or any other agreement between you and the Company will be interpreted to prohibit you from collecting any financial incentives in connection with making such reports or require you to notify or obtain approval by the Company prior to making such reports to a government agency.

Additional Agreements; Miscellaneous

This letter agreement, the employment relationship contemplated herein and any claim arising from such relationship, whether or not arising under this letter agreement, shall be governed by and construed in accordance with the laws of the State of Arizona without giving effect to any choice or conflict of laws provision or rule thereof. If any portion or provision of this letter agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the application of such provision in such circumstances shall be modified to permit its enforcement to the maximum extent permitted by law, and both the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable and the remainder of this letter agreement shall not be affected thereby, and each portion and provision of this letter agreement shall be valid and enforceable to the fullest extent permitted by law. This letter agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof. The Company may withhold from any and all amounts payable under this letter agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Code Section 409A

The intent of the parties is that payments and benefits under this letter agreement comply with Internal Revenue Code (the “Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this letter agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A.

A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” for purposes of Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this letter agreement, if you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” and (B) the date of your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to the foregoing (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service”, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this letter agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

To the extent that reimbursements or other in-kind benefits under this letter agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding any other provision of this letter agreement to the contrary, in no event shall any payment under this letter agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Certain Excise Taxes

In the event that any payment that is either received by you or paid by the Company on your behalf or any property, or any other benefit provided to you under this letter agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with your employment by or other services to the Company) (collectively the “Company Payments”) will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), then you will be entitled to receive either (i) the full amount of the Company Payments or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times your “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by you on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this paragraph shall be made in writing by the independent public accountant of the Company (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company and you. For purposes of making any calculation required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this paragraph, such reduction shall occur in the following order: (A) any cash severance payable by reference to your Base Salary or Annual Bonus, (B) any other cash amount payable to you, (C) any employee benefit valued as a “parachute payment,” and (D) acceleration of vesting of any outstanding equity award. In no event whatsoever shall you be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G or Section 4999 of the Code.

Clawback

You hereby acknowledge and agree that certain payments hereunder will be subject to recoupment in accordance with the Trinity Capital Inc. Clawback Policy, and any other clawback policy that the Company may adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of the Company’s common stock or other cash or property upon the occurrence of a termination of your employment for cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” hereunder or under any other agreement with the Company.

Sincerely,

Accepted by:

Exhibit A
Restrictive Covenants

You acknowledge that, as a senior executive of Trinity Capital Inc. (the “Company”), you have specialized knowledge of the Company’s and its affiliates’ business, their customer relationships and their confidential information and that the restrictive covenants included in this Exhibit A to the letter agreement are necessary to protect the Company’s and its affiliates’ legitimate, protectable business interests. You also acknowledge that in connection with the execution of the letter agreement that you have received sufficient consideration to agree to such restrictions.

If you are required by law to disclose Confidential Information, you will (i) unless prohibited by law, immediately (and prior to such disclosure) notify the Company and cooperate with the Company in any efforts by the Company to oppose such disclosure, and (ii) disclose only that portion of the Confidential Information that is legally required to be disclosed and exercise best efforts to ensure that such Confidential Information will be afforded confidential treatment.

For avoidance of doubt, nothing in the letter agreement, including this Exhibit A, shall prevent you from (i) sharing any Confidential Information or other information with regulators or appropriate governmental agencies without notice to the Company, whether in response to subpoena or otherwise, under the whistleblower provisions of federal law or regulation, and no prior authorization or notification is required prior to you making any such reports or disclosures, provided that no attorney-client privileged information shall be waived; (ii) supplying truthful information to any government authority or in response to any lawful subpoena or other legal process or (iii) disclosing or discussing conduct with respect to a sexual assault dispute or sexual harassment dispute (to the extent such disclosure or discussion cannot be prohibited under the Speak Out Act).

You acknowledge that your obligations above are separate and distinct from your promise and obligation not to disclose or use the Company’s or its affiliates’ “Trade Secrets,” as defined by the applicable federal and state laws. During and at all times after your employment with the Company or its affiliates, Trade Secrets of the Company shall be subject to the maximum protections available under applicable law and no less protection than that described above applicable to “Confidential Information.”

Nothing in the letter agreement, including this Exhibit A, prohibits you from reporting to any governmental authority information concerning possible violations of law or regulation. Consistent with 18 U.S.C. § 1833, (i) you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (I) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (II) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (ii) if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose a trade secret to your attorney and use the trade secret information in the court proceeding, if you file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

If a reviewing court determines that the restrictions in this Section 2 are unenforceable for lack of a reasonable duration, you and the Company agree that the restrictions in this Section 2 shall last for a period of two (2) years following the termination of your employment (unless the reviewing court deems two (2) years to be overly long, in which case the restrictions are for a period of 18 months following the termination of your employment, unless the reviewing court deems 18 months to be overly long, in which case the restrictions are for a period of one (1) year following the termination of your employment).

If a reviewing court determines that the restrictions in this Section 2 are unenforceable for lack of a reasonable geographic scope, you and the Company agree that the restrictions in this Section 2 shall apply within the United States of America or any other jurisdiction in which the Company (or any of its affiliates with which you were involved or for which you performed services during the one year preceding the termination of your employment with the Company) engages in business and in which you worked or with respect to which you performed services.

You acknowledge and recognize the highly competitive nature of the Company’s and its affiliates’ business, that access to Confidential Information renders you special and unique within the Company’s and its affiliates’ industry, and that you will have the opportunity to develop substantial relationships and goodwill (on behalf of the Company and its affiliates) with existing and prospective clients, accounts, customers, consultants, contractors, investors, strategic partners, and other business relations of the Company and its affiliates during the course of and as a result of your employment with the Company. In light of the foregoing, you recognize, acknowledge, and agree that the restrictions and limitations set forth in this Exhibit A are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company and its affiliates. You further acknowledge and agree that the restrictions and limitations set forth in this Exhibit A will not materially interfere with your ability to earn a living following the termination of your employment with the Company.

Each of the rights enumerated in this Exhibit A shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company and its affiliates at law or in equity. If any of the provisions of this Exhibit A or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Exhibit A, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, the court making such determination shall have the power to (and it is the intention of you and the Company that the court) reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

You expressly acknowledge and agree that any breach or threatened breach of any of the terms and/or conditions set forth in the letter agreement, including this Exhibit A, may result in substantial, continuing, and irreparable injury to the Company and its affiliates. Therefore, you hereby agree that, in addition to any other remedy that may be available to the Company and its affiliates, the Company and its affiliates shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Exhibit A without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach. In the event it is determined that you have breached this Exhibit A, the Company and its affiliates shall be entitled to recover the costs and reasonable legal fees the Company and its affiliates incur in enforcing this Exhibit A. Notwithstanding any other provision to the contrary, you acknowledge and agree that the duration of the restrictions in this Exhibit A (to the extent not perpetual) shall be tolled during any period of violation of any of the covenants hereof, so that the Company and its affiliates are provided with the full benefit of the restrictive periods set forth herein.

You further expressly acknowledge and agree that (i) any claim you may have against the Company or any of its affiliates, whether under this Exhibit A or otherwise, will not be a defense to enforcement of the restrictions set forth in this Exhibit A, and (ii) the circumstances of your termination of employment or other relationship with the Company and its affiliates will have no impact on your obligations under this Exhibit A. You further agree that each of the Company’s affiliates is a beneficiary of the restrictions set forth in this Exhibit A and may enforce this Exhibit A. You further agree that the restrictions set forth in this Exhibit A are in addition to, and not in lieu of, any protection of confidential information, inventions, non-competition, non-interference, non-disparagement, or other restrictive covenants by which you may be bound or become bound in favor of the Company or its affiliates. You represent that you have no duties or obligations to any person or entity, by agreement or otherwise, that will prevent or impair your ability to become employed by, and fully perform your duties and responsibilities for, the Company and its affiliates.