TRIMBLE INC. TRMB

Removed from 2025

• •results of our performance-based pay programs in 2024,
• 2024 was a transformative year for Trimble.
• We simplified and focused the Company through portfolio moves and re-segmentation.
• We also delivered for our customers while strengthening the Company, as evidenced by record levels of software as a percent of total revenue, and record levels of annualized recurring revenue (“ARR”), gross margin and profitability.
• We divested a number of businesses that are not core to our Connect & Scale strategy and we acquired companies that will accelerate our Connect & Scale strategy.
• We also continued to develop the competitive strengths of our core businesses and their platform solutions in line with our Connect & Scale strategy.
• •We recorded revenue of $3.68 billion, down 3% overall due to divestitures, but up 5% on an organic basis.
• This shift toward recurring revenue has positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses.
• Other highlights for the year include:
• •We closed on the joint venture with AGCO, in which we contributed most of our precision agriculture business to a newly formed joint venture, of which we retain a 15% ownership stake.
• •We entered into a definitive agreement with Platform Science (completed in early 2025), under which we sold our mobility business but obtained ownership, or rights to acquire, 32.5% of Platform Science’s expanded business.
• •We announced new reporting segments, which better align with how management manages, and how investors evaluate, our business.
• Proxy Statement for the 2025 Annual Meeting of Stockholders | Trimble 25
• •We held our annual Dimensions user conference, which focuses on the engineering and construction industry; our Insight tech conference, “where technology meets the road”; and our Transporeon Summit, which brings together the key players in freight management and movement; with more than 8,500 registered attendees at these events.
• Pay for Performance
• In line with this philosophy, 60% of our CEO’s target pay, and 50% (on average) of our other Named Executive Officers’ target pay is dependent on performance against targets for annual cash bonuses and performance-based equity awards (excluding the CFO role in 2024, during which our outgoing CFO did not receive any equity awards and our incoming CFO received an additional time-based equity award in connection with his promotion to the role).
• This was the same payout rate provided to all plan participants for the corporate component.
• In some cases, this payout rate for our Named Executive Officers was then adjusted, by up to +/-10%, by a non‑financial modifier that measures performance against pre-defined objectives and key results relating to strategic initiatives and other critical responsibilities of the individual Named Executive Officer.
• Our outgoing CFO, Mr. Barnes, received no equity awards in 2024.
• In addition to annual equity awards, Mr. Sawarynski was granted $1,000,000 of RSUs in connection with his appointment as CFO, which will vest in three annual installments.
• (Information regarding performance under PRSUs granted in 2022, which did not have a vesting event until March 31, 2025, is set forth later in this Compensation Discussion and Analysis.)
• General Base Salary Increases: Base salaries for three of our six Named Executive Officers remained constant in 2024, given strong alignment to market benchmarks.
• Our new CFO received an increase in connection with his new role, and two other officers received increases based on factors such as competitive positioning, role expansion, and personal performance.
• Payouts under the plan are determined primarily by the attainment of predetermined financial metrics that are aligned to our long-term growth strategy, with a non-financial modifier, introduced in 2024, that measures performance against pre-defined objectives and key results for each individual, which may include, for example, customer milestones, mergers and acquisitions, restructurings and other business objectives.
• Also, for some of our Named Executive Officers, the primary bonus results were subject to adjustment by up to +/- 10% by the non-financial modifier.
• CEOnon-CEO NEOs *PRSUs60%50%RSUs25%37.5%Stock Options15%12.5%* Excluding the CFO role in 2024, during which our outgoing CFO did not receive any equity awards and our incoming CFO received an additional time-based equity award in connection with his promotion to the role.
• •reviewing the compensation for the non-employee members of our Board;
• The total amount paid to Mercer for executive compensation services in 2024, which was Mercer’s first full year working with the People & Compensation Committee, was $440,194.
• •better align the median revenue with Trimble’s revenue;
• •recognize Trimble’s focus on increasing its annual recurring revenue.
• Based on these factors, and considering their size and business context, CommScope, Motorola, and Teledyne Technologies were removed from the compensation peer group for 2024, and Aspen Technology, Bentley Systems, Fortive, and Samsara were added based on their size and business operations being similar to Trimble’s size and business operations.
• ANSYSFortiveSamsaraAspen TechnologyJuniper NetworksSplunk *AutodeskKeysight TechnologiesSS&C TechnologiesBentley SystemsPTCSynopsysCadence Design SystemsRockwell AutomationZebra TechnologiesF5Roper Technologies
• * Splunk was acquired by Cisco Systems, Inc. in March 2024.
• Details of 2024 Executive Compensation
• In 2024, the principal elements of our executive compensation program, and the purposes of each element, were as follows:
• Compensation ComponentWhy We Provide itand in What FormHow We Determinethe AmountWhat is theIntended OutcomeBase Salary• Consistent with competitive practice; provided in cash.• Use of compensation peer group and other market compensation data, factoring in responsibilities and performance, with a general philosophy to position base salaries below the market median in favor of at-risk and performance-based compensation.• Attract and retain highly talented executives by providing market competitive pay aligned to business and leadership experience, responsibilities and performance.Annual Short- Term Bonus Plan: Trimble OneBonus Plan (“TOP”)• Establish direct pay-for-performance link.• Drive focus on annual business targets and objectives.• Reflect market competitive practice; provided in cash.• Use of compensation peer group and other market compensation data within a competitive market median range for a target bonus percentage.• Payments are performance-based and calculated as a percentage of base salary.• Within our pay-for-performance framework, we want to motivate our executives to achieve and exceed our annual business goals through the financial structure of TOP.Long-term Incentives (including PRSUs, RSUs, and Stock Options)• Establish direct pay-for-performance link.• Drive focus on the achievement of critical long-term business objectives.• Align management’s interests with those of our stockholders.• Foster long-term retention of key executives.• Reflect market competitive practice; provided through equity awards.• Use of compensation peer group and other market compensation data within a competitive market median range for annual equity award determination.• Amount of target annual equity awards also considers executive performance and responsibilities.• Deliver market competitive equity awards that drive a longer-term view of our business and targeted results that align with the interests of our stockholders.• Increase executive retention.• Create an effective mix of absolute and relative performance by awarding PRSUs that are aligned to Company financial results and/or total shareholder return (TSR).• Drive the creation of sustainable long-term value and stock price appreciation.Executive Benefits and Perquisite Allowance• CEO and other executives participate in standard health & welfare and retirement benefits, along with our general full-time employee population.
• Certain eligible executives may participate in the Age & Service Equity Vesting Program.• No special perquisites provided to executives, other than an optional company-paid annual executive physical exam.
• Base Salary
• Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals.
• Using the competitive market data provided by its compensation consultant, the People & Compensation Committee reviews the base salaries for each of our executive officers as part of its annual executive compensation review, and makes adjustments as it deems necessary or appropriate.
• In addition, the base salaries of our executive officers may be adjusted by the People & Compensation Committee in the event of a promotion or significant change in responsibilities.
• Generally, the People & Compensation Committee considers competitive market data to set base salaries.
• However, we typically position salaries below the market median to provide a greater proportion of executive compensation in the form of at-risk, performance-based compensation.
• The actual positioning will also be based on the factors described earlier in “Overview of Executive Compensation—Governance of Executive Compensation Program—Compensation-Setting Process.”
• In February 2024, the People & Compensation Committee performed its annual review and adjustment of base salaries.
• The People & Compensation Committee reviewed competitive positioning relative to our peer group and the other factors described above, including individual performance.
• In determining the amounts of pay raises, the People & Compensation Committee also gave strong weight to internal equity and alignment.
• Based on these considerations, the base salaries of our Named Executive Officers for 2024 were set at the amounts shown in the table below, with comparison to 2023.
• Mr. Painter, Mr. Barnes and Mr. Large maintained the same base salary as the prior year given strong alignment to market benchmarks.
• Mr. Sawarynski’s salary was adjusted to reflect his new role as CFO.
• Mr. Bisio’s base salary increased 2.2% primarily on the basis of competitive positioning and strong personal performance.
• Mr. Schwartz’s salary increased 15.0% in connection with expansion of his role to include responsibility for the entire AECO sector, which includes construction enterprise solutions, civil infrastructure design and engineering, and owner and public sector businesses, and to align his pay more closely with the median of the market benchmarks and internal peers.
• Named Executive Officer2024 Base Salary Rate ($) (1)2023 Base Salary Rate ($)AdjustmentMr.
• Painter950,000950,000— %Mr. Sawarynski450,000365,46823.1 %Mr. Barnes535,600535,600— %Mr. Bisio460,000450,0002.2 %Mr. Large450,000450,000— %Mr. Schwartz460,000400,00015.0 %
• (1)Reflects the annual salary rates approved by the People & Compensation Committee.
• Annual changes to base salaries, if any, are generally effective in April of each year, although Mr. Schwartz’ salary was adjusted in the first quarter of 2024 in connection with a promotion.
• The actual amounts paid to our Named Executive Officers as salary in 2024 are set forth in the “Summary Compensation Table” later in this proxy statement.
• Annual Cash Bonuses
• Annual cash bonuses are determined under the Trimble OneBonus Plan (“TOP”) and are designed to provide financial incentives for the Company as a whole and our individual business sectors and divisions to meet or exceed annual target levels based on the Company’s operating plans and forecasts.
• TOP is consistent across a broad employee base, including our executive officers.
• Awards for our Named Executive Officers are determined based on a formula with predetermined financial measures aligned with the Company’s long-term growth strategy, and a non-financial modifier of up to +/‑10% of the financial measures payout.
• Under TOP, target cash bonuses are based on a percentage of each participant’s base salary rate.
• The base salary amount used for each individual’s payout calculation is determined as the average of the individual’s salary in each of the four quarters of the year.
• Payouts may range from zero to 2x (two times) the target cash bonus depending on the Company’s financial results, as detailed below, with a payout of 0.5x (50%) of target at threshold-level performance, 1x at target performance, and 2x at maximum performance.
• This result is then potentially adjusted by a non-financial modifier that measures performance against pre-defined objectives and key results for each individual.
• The modifier can adjust the result for each individual Named Executive Officer by +/-10% (multiplicative), such that the maximum possible payout under TOP was 2.2x (220%) of target.
• The target annual cash bonus opportunities for our executive officers, other than our CEO, were recommended to the People & Compensation Committee by our CEO and approved by the People & Compensation Committee.
• The target annual cash bonus opportunity for our CEO was reviewed with input from the People & Compensation Committee’s independent compensation consultant.
• 2024 Target Bonus Opportunity
• For 2024, changes were made to the target bonus opportunities (before the modifier) for several Named Executive Officers.
• The target for Mr. Painter was increased from 150% to 200% of base salary, for better alignment of our CEO’s target cash compensation to market peers.
• The targets for Mr. Sawarynski and Mr. Schwartz were increased from 40% and 70%, respectively, to 80% of base salary, based on their new positions.
• Mr. Large’s target was reduced from 80% to 60% of base salary, in accordance with role realignment.
• Proxy Statement for the 2025 Annual Meeting of Stockholders | Trimble 35
• In 2024, the target and maximum annual cash bonus opportunities for each of our Named Executive Officers were as follows:
• Named Executive Officer2024 target annual cash bonus opportunity (as a percentage of base salary), before modifier(1x)2024 annual cash bonus opportunity (as a percentage of base salary) at maximum achievement, before modifier (2x)2024 maximum annual cash bonus opportunity (as a percentage of base salary), with maximum modifier (2.2x)Mr. Painter200 %400 %440 %Mr. Sawarynski80 %160 %176 %Mr. Barnes80 %160 %176 %Mr. Bisio80 %160 %176 %Mr. Large60 %120 %132 %Mr. Schwartz80 %160 %176 %
• Financial Performance Goals
• The amount awarded under TOP is determined based on achievement of performance goals that are set at definitive, rigorous and objective levels.
• The People & Compensation Committee selected revenue, adjusted EBITDA and annualized recurring revenue as the corporate financial performance measures under the 2024 TOP.
• Adjusted EBITDA and annualized recurring revenue are non-GAAP measures that the Company reports in its Annual Report on Form 10-K, together with a reconciliation of GAAP to non-GAAP financial measures, which is also included in Appendix A to this proxy statement.