Sector: Information Technology
TRIMBLE INC · Meeting: May 26, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ekholm has served since 2020 and brings strong CEO-level technology and operational experience; Trimble's 3-year TSR of +30% outperforms peers by +4.4pp against the 65pp threshold, so no TSR trigger fires, and he holds only one outside public board seat (Ericsson) as a sitting CEO, which is within the two-seat limit.
Gabriel has served since 2015 and brings deep technology and innovation expertise; no TSR trigger fires given Trimble's peer-relative outperformance, he holds no other public board seats, and he has clear relevant qualifications for a technology company.
Lloyd has served since 2016 and brings directly relevant domain expertise in architecture, construction, and design — industries central to Trimble's business; no TSR trigger fires and she holds no other public board seats.
Nersesian rejoined the board in 2024 and is exempt from the TSR trigger as he has served fewer than 24 months; he brings extensive technology CEO experience from Keysight Technologies and holds only one outside public board seat.
Painter is Trimble's CEO-director and brings intimate knowledge of the company; no TSR trigger fires given the peer-relative performance, and his one outside board seat (Synopsys) is within policy limits for a sitting public company CEO.
Peek has served since 2010 and brings deep financial expertise as a former CFO and audit committee financial expert; no TSR trigger fires, and he holds one other public board seat (SentinelOne), which is within the overboarding threshold.
Sprague joined the board in 2024 and is exempt from the TSR trigger as she has served fewer than 24 months; she brings relevant technology and cybersecurity expertise and holds no other public board seats.
Sweet has served since 2022 and brings deep financial expertise as a former CFO and audit committee financial expert; no TSR trigger fires, and he holds one other public board seat (3M), which is within the overboarding threshold.
Wibergh has served since 2018 and brings strong technology and telecommunications expertise; no TSR trigger fires, and although he holds two outside public board seats (BCE and AST SpaceMobile), he is a non-executive director and two seats is within the four-seat limit for non-executives.
All nine nominees receive a FOR vote. Trimble's 3-year total shareholder return of +30% outperforms the company-disclosed compensation peer group median by +4.4 percentage points, well below the 65-percentage-point threshold required to trigger a negative vote under the strong-positive TSR tier. No director is overboarded, no attendance failures were disclosed, and the board presents a clear skills matrix with relevant financial, technology, and industry expertise. Two directors (Nersesian and Sprague) joined in 2024 and are exempt from TSR scrutiny as they have served fewer than 24 months.
CEO
Robert G. Painter
Total Comp
$19,129,944
Prior Support
93.5%%
CEO Robert Painter's total compensation of approximately $19.1 million is in line with expectations for the CEO of a $15.6 billion technology company with strong operational results, and the prior Say on Pay vote received overwhelming 93.5% shareholder support indicating no remediation concerns. The pay program is well-structured: roughly 60% of the CEO's target pay is performance-based (a mix of performance stock awards tied to 3-year relative total shareholder return versus the S&P 500 and ARR growth, plus stock options that only pay out with stock price appreciation), comfortably exceeding the 50–60% variable pay threshold. The company has a robust clawback policy, clear and measurable long-term performance conditions, and no problematic features such as excise tax gross-ups or single-trigger change-in-control vesting.
Auditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$9,264,000
Non-Audit Fees
$1,280,000
KPMG was appointed as Trimble's auditor effective April 25, 2025, replacing Ernst & Young, giving it a tenure of approximately one year — well below the 25-year threshold. Non-audit fees (audit-related fees of $564,000 plus tax fees of $601,000 plus other fees of $115,000 = $1,280,000) represent approximately 13.8% of audit fees of $9,264,000, far below the 50% independence-concern threshold. KPMG is a Big 4 firm fully appropriate for a $15.6 billion market-cap company.
Trimble's 2026 annual meeting ballot is straightforward and shareholder-friendly across all evaluated proposals. The director slate earns unanimous FOR votes given adequate peer-relative stock performance, no overboarding violations, strong financial expertise on the audit committee, and a clear board skills matrix; the newly appointed auditor KPMG passes all independence and tenure checks with a non-audit fee ratio well under 14%; and the executive compensation program warrants a FOR vote based on strong prior shareholder approval, a majority performance-based pay mix with meaningful multi-year performance conditions, and no structural red flags.
18 companies disclosed in 2026 proxy filing
