Document

DEF 14A 1 trimble-2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

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¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under Rule 14a-12

Trimble Inc.
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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Transforming

the Way the

World Works

2022 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT


Our Mission – Transforming the Way the World Works
For over 40 years, Trimble has developed industry-specific solutions that have helped customers achieve economic breakthroughs while enhancing productivity, boosting compliance, and improving environmental sustainability. Through technological innovation and a keen focus on connecting the physical and digital worlds, we contribute end market value aimed at confronting important challenges such as feeding a growing global population, moving the goods of commerce efficiently, and optimizing next generation building and infrastructure for a better future. Our products are built with purpose and applied within a diverse array of major industries including agriculture, building construction, civil engineering, geospatial, transportation, government, forestry, electric and water utilities, and many others. Our portfolio is uniquely positioned to optimize operations while improving productivity through deep domain knowledge, innovation, and data-driven insights. By linking our own success with the success of our customers, employees, society, and the planet, we endeavor to transform the way the world works.

TRIMBLE INC.

Notice of Annual Meeting of Stockholders




When:	Where:	Who Can Vote:	Items of Business:
Wednesday	Virtually via the internet at	Stockholders of record at the close of business on:	Three proposals, as listed below
May 25, 2022	www.virtualshareholdermeeting.com/TRMB2022
at 5:00 p.m. Pacific time		March 28, 2022

The following items of business will be voted on at the 2022 annual meeting of stockholders (“Annual Meeting”) of Trimble Inc. (the “Company”):

1. To elect directors to serve for the ensuing year and until their successors are elected.

2. To hold an advisory vote on approving the compensation for our Named Executive Officers.

3. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the current fiscal year ending December 30, 2022.

YOUR VOTE IS IMPORTANT. All stockholders are cordially invited to attend the Annual Meeting via the internet. In light of the ongoing coronavirus pandemic and in consideration of the health and well-being of our employees and stockholders, we will only be hosting the Annual Meeting via live webcast on the internet. Any stockholder can listen to and participate in the Annual Meeting live via the internet at www.virtualshareholdermeeting.com/TRMB2022. Stockholders may vote and ask questions while connected to the Annual Meeting on the internet. You will not be able to attend the Annual Meeting in person. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/TRMB2022. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/TRMB2022. However, to ensure your representation at the meeting, you are urged to vote in advance of the meeting via the internet or by telephone or, if you requested to receive printed proxy materials, by mailing a proxy.

On approximately April 12, 2022, we mailed to our stockholders (other than those who previously requested electronic delivery or full printed materials) a notice of internet availability of proxy materials (“Notice”) containing instructions on how to access our Annual Meeting materials, including our proxy statement, our annual report and proxy card. The Notice also included instructions on how to receive a paper copy of our Annual Meeting materials. If you received a paper copy of our Annual Meeting materials by mail, the notice of Annual Meeting, proxy statement, and proxy card from our Board of Directors were enclosed. If you received your Annual Meeting materials via e-mail, the e-mail contained voting instructions and links to the annual report and the proxy statement on the internet, which are both available at investor.trimble.com/annuals-and-proxies.

For the Board of Directors,

Executive Chairman of the Board

April 12, 2022

TRIMBLE INC.

Proxy Statement

for Annual Meeting of Stockholders

Table of Contents


Introduction		Executive Compensation
Information Regarding the Meeting	1	Compensation Discussion and Analysis	29
Internet Availability of Proxy Materials	1	Business Highlights	29
Information Concerning Solicitation and Voting	2	Overview of Executive Compensation	32
Deadline for Receipt of Stockholder Proposals for 2023 Annual Meeting	3	Details of 2021 Executive Compensation	39
		Compensation Committee Report	49
Executive Overview	5	Executive Compensation Tables	50
Voting Matters	5	Summary Compensation Table	50
Our Mission	5	Grants of Plan-Based Awards	52
Company Performance Highlights	6	Outstanding Equity Awards at Fiscal Year End	54
Our Strategy for Sustainability	8	Option Exercises and Stock Vested	56
Our Culture and People	10	Deferred Compensation	56
Corporate Governance Highlights	10	Post-Employment Compensation	57
Executive Compensation Philosophy, Policies and Practices	11	Potential Payments upon Termination or a Change in Control	57

Stockholder Engagement	12	Trimble Age & Service Equity Vesting Program	59
		Death Benefits	60
Proposals		CEO Pay Ratio	61
Item 1. Election of Directors	13
Vote Required	19	Other Information
Recommendation of the Board of Directors	19	Audit Committee Report	62
Item 2. Advisory Vote on Executive Compensation	20	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Vote Required	20
Recommendation of the Board of Directors	20	Security Ownership of Certain Beneficial Owners	63
Item 3. Ratification of Appointment of Independent Registered Public Accounting Firm	21	Security Ownership of Management	63
		Equity Compensation Plan Information	65
Vote Required	21	Delinquent Section 16(a) Reports	65
Recommendation of the Board of Directors	21	Certain Relationships and Related Transactions	65
		Householding	66
Board Matters		Other Matters	66
Board Meetings and Committees; Director Independence	22
		Appendices
Stockholder Communications with Directors	22	Appendix A: Reconciliation of GAAP to non-GAAP Financial Measures	A-1
Board Leadership Structure; Oversight and Risk Management	22

Committee Membership	23
Audit Committee	23
Compensation Committee	24
Nominating and Corporate Governance Committee	25
Non-Employee Director Compensation	27
Non-Employee Director Compensation Table	27
Non-Employee Director Stock Ownership Guidelines	28

INFORMATION REGARDING THE MEETING

The enclosed proxy is solicited on behalf of the board of directors (“Board of Directors”) of Trimble Inc., a Delaware corporation (“Trimble” or the “Company”), for use at the Company’s annual meeting of stockholders (“Annual Meeting”), to be held live via the internet, on Wednesday, May 25, 2022, at 5:00 p.m. Pacific time, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting.

You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the internet at www.virtualshareholdermeeting.com/TRMB2022. Our Board of Directors annually considers the appropriate format of our annual meeting. In light of the ongoing coronavirus (“COVID-19”) global pandemic and in consideration of the health and well-being of our employees and stockholders, we will only be hosting the Annual Meeting via live webcast on the internet. Hosting the Annual Meeting via the internet also provides expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate and ask questions from any location around the world, and provides us an opportunity to give thoughtful responses. In addition, we intend that the virtual meeting format provide stockholders a similar level of transparency to the traditional in person meeting format and we take steps to ensure such an experience. Our stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in person annual meeting of stockholders.

Our virtual Annual Meeting allows stockholders to submit questions and comments during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions that comply with the meeting rules of conduct; the rules of conduct will be posted on the virtual meeting web portal. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

The Annual Meeting webcast will begin promptly at 5:00 p.m. Pacific time. We encourage you to access the Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, at 4:45 p.m. Pacific time, and you should allow ample time for the check-in procedures.

Principal Executive Offices

The Company’s principal executive offices are located at 935 Stewart Drive, Sunnyvale, California 94085. The telephone number at that address is (408) 481-8000.

Annual Report on Form 10-K

A copy of the Company’s annual report on Form 10-K may be obtained by sending a written request to the Company’s Investor Relations Department at 935 Stewart Drive, Sunnyvale, California 94085. Full copies of the Company’s annual report on Form 10-K for the 2021 fiscal year, and proxy statement, each as filed with the Securities and Exchange Commission (“SEC”) are available via the internet at the Company’s web site at investor.trimble.com/annuals-and-proxies.

Information Referenced in this Proxy Statement

The content of the websites referred to in this proxy statement are not deemed to be part of, and are not incorporated by reference into, this proxy statement.

Internet Availability of Proxy Materials

Under the “notice and access” rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. As a result, on or about April 12, 2022, we mailed our stockholders a notice of internet availability of proxy materials (“Notice”) containing instructions on how to access our proxy materials, including our proxy statement and our annual report. The Notice also instructs you on how to access your proxy card to vote through the internet or by telephone. The Notice is not a proxy card and cannot be used to vote your shares.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help minimize the environmental impact of the Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously

Proxy Statement for the 2022 Annual Meeting of Stockholders | Trimble 1

elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Information Concerning Solicitation and Voting

Record Date and Shares Outstanding

Stockholders of record at the close of business on March 28, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. At the Record Date, the Company had issued and outstanding 250,370,225 shares of common stock, $0.001 par value (“Common Stock”). A list of stockholders entitled to vote at the Annual Meeting is expected to be available for examination at our principal executive offices at the address listed above for a period of 10 days prior to the Annual Meeting, and during the Annual Meeting such list will be available for examination at www.virtualshareholdermeeting.com/TRMB2022 by using the 16-digit control number included on your Notice or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to the Company (Attn: Corporate Secretary) a written notice of revocation or a duly executed proxy bearing a later date (including a proxy by telephone or over the internet) or by attending the meeting and voting live via the internet at www.virtualshareholdermeeting.com/TRMB2022. Attendance at the virtual meeting will not, by itself, revoke a proxy.

Solicitation of Proxies

The entire cost of this proxy solicitation will be borne by the Company. The Company has retained the services of Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, to solicit proxies, for which services the Company has agreed to pay approximately $8,000 as well as a solicitation charge per stockholder in the event individual holders are solicited. In addition, the Company will also reimburse certain out-of-pocket expenses in connection with such proxy solicitation. The Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of the Company’s directors, officers, and regular employees, without additional compensation, personally or by telephone, or facsimile.

Voting

Each share of Common Stock outstanding on the Record Date is entitled to one vote on all matters. An automated system administered by the Company’s agent tabulates the votes.

Abstentions and broker non-votes are each included in the determination of the presence or absence of a quorum at the Annual Meeting. The required quorum is a majority of the shares outstanding on the Record Date. Abstentions and broker non-votes will be taken into account only for purposes of determining whether a quorum is present, and will not be taken into account in determining the outcome of any of the items submitted to a vote of the stockholders.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular item because the nominee does not have discretionary voting power with respect to that item and has not received instructions with respect to that item from the beneficial owner, despite voting on at least one other item for which it does have discretionary authority or for which it has received instructions. If your shares are held by your broker, bank or other agent as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions, under the rules that govern brokers who are record owners of shares that are held in street name for the beneficial owners of the shares, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on routine matters but have no discretion to vote them on non-routine matters. Item 3 is a routine matter. Items 1 and 2 are non-routine matters.

A plurality of the votes cast will determine Item 1 (see “Item 1 – Election of Directors”). However, since this is an uncontested election of directors, if any nominee for director in this election receives a greater number of votes “withheld” from such nominee than votes “for”, the nominee for director must tender his or her resignation to our

2 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

Board of Directors, and within 90 days following the date of the Annual Meeting, the remaining members of our Board of Directors shall, through a process managed by the Nominating and Corporate Governance Committee and excluding the director nominee in question, determine whether to accept such resignation. Items 2 and 3 require the affirmative vote of the holders of the majority of the shares represented and voting at the Annual Meeting live via the internet at www.virtualshareholdermeeting.com/TRMB2022 or by proxy on such item.

Voting via the Internet or by Telephone

Stockholders may vote by submitting proxies electronically either via the internet or by telephone or, if they request paper copies of the proxy materials, they may complete and submit a paper version of the proxy card. Please note that there are separate arrangements for voting via the internet and by telephone depending on whether shares are registered in the Company’s stock records directly in a stockholder’s name or whether shares are held in the name of a brokerage firm or bank. Detailed electronic voting instructions can be found on the Notice mailed to each stockholder.

In order to allow individual stockholders to vote their shares and to confirm that their instructions have been properly recorded, the internet and telephone voting procedures have been designed to authenticate each stockholder’s identity. Stockholders voting via the internet should be aware that there may be costs associated with electronic access, such as usage charges from internet access providers and telephone companies that will be borne solely by the individual stockholder. If you submit a proxy via the internet or by telephone, you do not need to return your proxy card.

Voting During the Virtual Annual Meeting

You will need the 16-digit control number included on your Notice or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to vote your shares or submit questions during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/TRMB2022. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Registered Stockholders

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Co., Inc., you are considered to be the registered stockholder with respect to those shares. A Notice for registered stockholders was mailed directly to you by our mailing agent, Broadridge Investor Communications, Inc. Registered stockholders have the right to vote live via the internet at

www.virtualshareholdermeeting.com/TRMB2022.

Beneficial Stockholders

If your shares are held in a brokerage account or by another nominee, you are considered to be a beneficial stockholder of those shares. A Notice for beneficial stockholders was forwarded to you together with voting instructions. In order to vote via the internet at the Annual Meeting, beneficial stockholders must obtain a “legal proxy” from the broker, trustee or nominee that holds their shares. Without a legal proxy, beneficial owners will not be allowed to vote live via the internet at www.virtualshareholdermeeting.com/TRMB2022.

Deadline for Receipt of Stockholder Proposals for 2023 Annual Meeting

Stockholders are entitled to present proposals for action at future stockholder meetings of the Company if they comply with the requirements of the appropriate proxy rules and regulations promulgated by the SEC.

Proposals of stockholders which are intended to be considered for inclusion in the Company’s proxy statement and form of proxy related to the Company’s 2023 annual meeting of stockholders must be received by the Company at its principal executive offices (Attn: Corporate Secretary – Stockholder Proposals, Trimble Inc. at 935 Stewart Drive, Sunnyvale, California 94085) no later than December 13, 2022. Stockholders interested in

Proxy Statement for the 2022 Annual Meeting of Stockholders | Trimble 3

submitting such a proposal are advised to retain knowledgeable legal counsel with regard to the detailed requirements of the applicable securities laws. The timely submission of a stockholder proposal to the Company does not guarantee that it will be included in the Company’s applicable proxy statement.

Stockholders who wish to offer proposals at the Annual Meeting will be required to send notice to the Company with information concerning the proposal, the stockholder giving such notice, and any beneficial owner on whose behalf the proposal is made, as specified in the bylaws, which notice in order to be timely must be received by the Company not earlier than January 25, 2023 and not later than February 24, 2023, except if the annual meeting for 2023 is called for a date earlier than April 25, 2023 or later than June 24, 2023, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting for 2023 is mailed or the date the Company announces the date of the annual meeting for 2023, whichever occurs first. The proxy holders for the Company’s 2023 annual meeting of stockholders will have the discretionary authority to vote against any stockholder proposal that is not timely if it is properly raised at such annual meeting, even though such stockholder proposal is not discussed in the Company’s proxy statement related to that stockholder meeting.

Stockholders who wish to nominate one or more candidates for election as a director will be required to send notice to the Company with the information and undertakings concerning the nominee, the stockholder giving such notice, and any beneficial owner on whose behalf the nomination is made, as specified in the bylaws, which notice in order to be timely must be received by the Company not earlier than January 25, 2023 and not later than February 24, 2023, except if the annual meeting for 2023 is called for a date earlier than April 30, 2023 or later than June 19, 2023, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting for 2023 is mailed or the date the Company announces the date of the annual meeting for 2023, whichever occurs first.

The proxy card provided in conjunction with this proxy statement, to be used in connection with the 2022 Annual Meeting, grants the proxy holder discretionary authority to vote on any matter otherwise properly raised at such Annual Meeting.

4 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

EXECUTIVE OVERVIEW

2022 Annual Meeting of Stockholders

DATE AND TIME: May 25, 2022, 5:00 p.m. Pacific time

PLACE: Virtually via the internet at www.virtualshareholdermeeting.com/TRMB2022

RECORD DATE: March 28, 2022

This overview highlights information about the Company, including certain information contained elsewhere in this proxy statement, but does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. For more complete information regarding the Company’s fiscal 2021 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Voting Matters


Proposal	Description	Board Recommendation
Proposal 1:	To elect directors to serve for the ensuing year and until their successors are elected	FOR
Proposal 2:	To hold an advisory vote on approving the compensation for our Named Executive Officers	FOR
Proposal 3:	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the current fiscal year ending December 30, 2022	FOR

Our Mission – Transforming the Way the World Works

For over 40 years, Trimble has developed industry-specific solutions that have helped customers achieve economic breakthroughs while enhancing productivity, boosting compliance, and improving environmental sustainability. Through technological innovation and a keen focus on connecting the physical and digital worlds, we contribute end market value aimed at confronting important challenges such as feeding a growing global population, moving the goods of commerce efficiently, and optimizing next generation building and infrastructure for a better future. Our products are built with purpose and applied within a diverse array of major industries including agriculture, building construction, civil engineering, geospatial, transportation, government, forestry, electric and water utilities, and many others. Our portfolio is uniquely positioned to optimize operations while improving productivity through deep domain knowledge, innovation, and data-driven insights. By linking our own success with the success of our customers, employees, society, and the planet, we endeavor to transform the way the world works.

Proxy Statement for the 2022 Annual Meeting of Stockholders | Trimble 5

Company Performance Highlights

Fiscal 2021 presented many global challenges similar to those experienced in fiscal 2020, but it also presented new opportunities. The global pandemic caused by COVID-19, and the related supply chain disruptions, affected almost all of the markets that we serve. Despite the macroeconomic and supply chain challenges, we achieved record levels of annualized recurring revenue, revenue, profit, earnings per share and operating cash flow. We continued to advance our Connect and Scale 2025 strategy, investing in people, process, and technology. We also continued to develop the competitive strengths of our core businesses, while focusing on a healthy balance for our business portfolio with respect to end market exposure, geographic diversity, and business model mix. Our ongoing strategy is to connect stakeholders across industry lifecycles and to transform customer workflows.

We finished 2021 with software, services, and recurring revenues representing 55% of total Company revenue. We reached $1.41 billion in annualized recurring revenue in the fourth quarter of the year, up 9% compared to the fourth quarter of the prior year. Compared to 2020, total revenue grew 16%, net income was up 26%, and adjusted EBITDA was up 17%.

Financial highlights for fiscal 2021 included (comparisons are to prior year unless stated otherwise):


Total revenue	$3.66 billion	▲ 16%	organic growth ▲ 16%
Software, services and recurring revenue	55% of total revenue
Annualized recurring revenue	$1.41 billion for the fourth quarter	▲ 9% compared to fourth quarter of prior year
Net income	$493 million GAAP net income	▲ 26%	13.5% as a % of revenue vs. 12.4% in prior year
	$677 million non-GAAP net income	▲ 20%	18.5% as a % of revenue vs.17.8% in prior year
Adjusted EBITDA	$937 million	▲ 17%	25.6% as a % of revenue vs. 25.3% in prior year
Operating income	$561 million GAAP operating income	▲ 34%	15.3% as a % of revenue vs. 13.3% in prior year
	$857 million non-GAAP operating income	▲ 19%	23.4% as a % of revenue vs. 22.8% in prior year
Diluted net income per share	$1.94 GAAP diluted net income per share	$1.55 in prior year
	$2.66 non-GAAP diluted net income per share	$2.23 in prior year
Operating cash flow	$751 million	▲ 12%	$180 million of common stock repurchased in 2021

See Appendix A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures and an explanation of the performance measure “annualized recurring revenue.”

6 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

Long-term performance

Trimble has an excellent record of performance and creating stockholder value over an extended period of time, as shown in the following chart of average annual increase in stock price:


	1 year	3 years	5 years	10 years	15 years	20 years
Trimble	30.6%	38.4%	23.7%	14.9%	13.7%	19.0%
S&P 500 (TR)	28.7%	26.1%	18.5%	16.5%	10.7%	9.5%

Trimble’s total return over multiple time periods within the 20-year time horizon illustrates the long-term out‑performance through economic cycles.

Trimble's cumulative total return has also significantly outperformed the S&P 500 over the 20-year time horizon, as shown in the graph below.

Long-term growth strategy

In 2020, we initiated Trimble Connect and Scale, a multi-year, platform growth strategy. This strategy contains two elements. The first element, Connect, aims to connect customer workflows, industry life cycles, and solution offerings, so that we can continue to transform the way our customers work. This includes integrating more of our customers’ data through cloud offerings and making more of our solutions available over time on a subscription basis. When end users interact on a shared, online platform, the overall value that is created increases as the number of end-user participants increases. This network effect means that the willingness of developers, partners, or end users to engage increases as the number of network participants grows, which further enhances the platform experience and end-user value. The second element, Scale, aims to invest in the people, processes, and technologies that are necessary to streamline and standardize our internal processes, provide a seamless experience for our customers as they engage with our connected solutions, and enable us to continue to grow our business efficiently and effectively for many years into the future.

The global economy is experiencing a fundamental shift toward sustainability driven through broad stakeholder engagement, with a focus on decarbonization. Historically, through delivering productivity and efficiency gains, Trimble products have delivered sustainability for our customers, and we envision more opportunities to deliver expanded carbon reductions and other sustainability benefits, such as water management in agriculture and utilities, for our customers through Connect and Scale and the other elements of our strategy described below.

Additional elements of our long-term growth strategy include:

•Increasing focus on software and services. Software and services targeted for the needs of vertical end markets are increasingly important elements of our solutions and are core to our growth strategy.

•Focus on attractive markets with significant growth and profitability potential. We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership.

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•Domain knowledge and technological innovation that benefit a diverse customer base. We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in research and development and acquisitions.

•Geographic expansion with localization strategy. We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth.

•Optimized go-to-market strategies to best access our markets. We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad.

•Strategic acquisitions. Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, geographic presence, technology, products, and distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead.

•Venture fund investments. In 2021, we announced a newly formed strategic venture fund. With this fund, we expect to invest up to $200 million in early- to growth-stage companies that can accelerate innovation and effectively bring new solutions to our customers and the industries that we serve and would give us an early, inside look and stake in emerging business and technology solutions.

In support of our strategy, we have articulated a framework we call the Trimble Operating System, which calls on us to continually focus on the following three dimensions:

•breakout growth strategy, including Trimble Connect and Scale,

•extraordinary people, with an emphasis on fostering a diverse and inclusive work environment, and

•execution excellence, across both short-term and long-term horizons.

These build on and reinforce each other to create a high-performing organization.

Our Strategy for Sustainability

Overview

For more than 40 years, sustainability has been at the heart of who we are as a company. Positive sustainability impacts are woven into our work, realized both internally and through our customers’ application of our technology. Ensuring a sustainable future is one of the defining issues of our generation, and current realities require even more accelerated focus and increased ambitions for our strategic approach and process for managing the material environmental, social, and governance (ESG) aspects of our business. We believe our efforts, and the focus of our Board of Directors on ESG issues, will make us a better and more resilient company, positioned to take on our most pressing environmental and social issues while creating even greater benefits for the customers and stakeholders we serve.

Our Sustainability program is integral to ensuring that we remain true to our mission of Transforming the Way the World Works while fulfilling our commitments to stockholders, people and planet. We organize our ESG efforts around the five pillars of Solutions, People, Communities, Environment, and Governance, which are described below. These pillars are reflective of our commitment to ESG and are fundamentally embedded into our

8 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

business and culture. We believe this approach creates value that benefits all of our stakeholders, including our employees, stockholders, customers, communities and planet.


	Our Solutions. This pillar encompasses our customer solutions, which connect the digital and physical worlds to improve environmental sustainability, maximize productivity and ensure safety in the construction, transportation, geospatial and agricultural industries, among others. By transforming how the world’s work gets done, our solutions work to further our sustainability impact. Many of our solutions throughout our construction, agriculture and transportation businesses enable field work to be completed more productively, more efficiently and with less fuel usage, which results not only in cost savings to our customers, but also results in reduced greenhouse gas emissions. We also have solutions that help reduce the use of fertilizer and herbicide, protect water resources, and reduce scrap and rework on construction sites.
Our People. This pillar addresses our commitment to providing every employee with the opportunity to learn, grow, and excel in a respectful and collaborative workplace. At the heart of our culture is a shared entrepreneurial spirit and growth mindset. We value diversity in all of its forms, knowing it makes us stronger and better able to solve complex problems for our customers.			Environment. This pillar encompasses environmental stewardship, which is a fundamental aspect of our sustainability commitment. We are continually implementing new ways to measure and manage our environmental impact while developing new systems and practices used to capture value from our operations. We are particularly focused in the areas of responsible sourcing, product life cycle, measuring our carbon footprint and reducing our emissions and environmental impact.

Communities. This pillar addresses our commitment to supporting numerous charitable and educational organizations, encouraging our employees to become engaged in local and global volunteer efforts and fostering a diverse, next-gen workforce. We have established the Trimble Foundation, a donor-advised fund that focuses its charitable giving across three areas – disaster and climate resilience; female education and empowerment; and diversity, equity, and inclusion – while also supporting the philanthropic efforts of our local offices. Our Education and Outreach Programs support aspiring professionals and aim to create a diverse, next-gen workforce, through establishing Trimble Technology Labs, academic research funding, student scholarships and other resources.		Governance, Ethics and Compliance. This foundational pillar focuses on our adherence to sound corporate governance principals, ethics, and compliance in all aspects of our business. Our Board of Directors sets high standards for our directors, officers, and employees, and for the conduct of our business worldwide. Our success is grounded in effective behavior that is based on demanding values. One such key value is the belief in an uncompromised ethical standard. We also maintain various compliance and training initiatives, including programs that address anti-bribery and anti-corruption, conflict minerals and supplier codes of conduct, environmental compliance, third party compliance and ethics, trade compliance and quality management systems.

2021 Sustainability Highlights — Progress on Climate Action

Trimble has established a complete greenhouse gas emissions inventory across Scopes 1, 2, and 3, and has set science-based targets that are currently under review by the Science Based Targets initiative. Our inventory and science-based targets function together in providing rigorous measurement and accountability in achieving emissions reductions at the pace and scale demanded by scientific consensus. Through participation in voluntary climate disclosures in 2021 such as CDP, Trimble has continued to make progress on aligning our climate-related disclosures with the consistent, comparable, clear, and reliable information called for by the Task Force on Climate-related Financial Disclosures (TCFD).

More information about Trimble’s sustainability efforts, including our Sustainability Report with a SASB index, is available at: www.trimble.com/en/our-commitment/overview.

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Our Culture and People

Trimble’s culture reflects our guiding principles at work and is fundamental to sustaining our success. At Trimble, we value being yourself and thriving together; being intentional and humble; and being curious and solving problems. Our employees inspire purpose and vision, engage to draw out the best from each other, and strive to achieve meaningful results. This mindset shapes how we treat one another and how we serve our customers, colleagues, and stockholders. These attributes serve as a common foundation across the global organization and also adapt locally to diverse geographic and operational business models. Commitment to these behaviors unites Trimble employees.

We strive to make Trimble a diverse, equitable, inclusive, and safe workplace and provide opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits, and health and wellness programs, and by programs that build connections between our employees and their communities. Our employees are working in over 200 locations in over 40 countries. Collectively, we speak more than 45 different languages.

We value diversity in our workforce, including various cultures, backgrounds, ages, gender, race and ethnicities, nationality, sexual orientation, religion, people with different abilities, parents and caregivers, and many other characteristics, knowing that it drives our best thinking. Our focus on diversity starts at the top. Four out of eleven of our current board members are female or ethnically diverse, placing us in a select group of companies. In 2021, we activated many new initiatives focused on infusing diversity, equity, and inclusion (DEI) in the fabric of our connected culture. We have developed numerous employee resource networks that enhance our inclusive and diverse culture, including networks that support women, caregivers, Black, Hispanic/Latinx and Indian professionals, veterans, employees with disabilities, and our LGBTQ+ community. We are focused on measuring and increasing gender representation, as well as race and ethnic diversity in high-impact roles such as front-line management, engineering, product management, and sales. We have provided increased access to DEI educational resources, training, assessments, and other employee forums to help us work together globally and more effectively across a variety of cultures and perspectives. We believe our diversity makes us stronger and better able to solve complex problems for our customers.

Corporate Governance Highlights

Our Board of Directors recognizes that Trimble’s success over the long term requires a strong corporate governance framework. Below are highlights of our corporate governance framework:

•Our directors are elected annually.

•We separate the positions of Executive Chairman of the Board, CEO and Lead Independent Director, which provides a balance in our leadership structure and helps ensure a strong, independent and active Board.

•In uncontested elections, our directors must be elected by a majority of the votes cast, and an incumbent director who fails to receive a majority is required to tender his or her resignation.

•We have no supermajority voting requirements in our Certificate of Incorporation or Bylaws.

•We have established a succession planning process and we actively plan for executive succession on an ongoing basis, as demonstrated by the successful transition of both our new CEO and CFO into their roles in 2020.

•We have double trigger change in control arrangements for new equity issuances, with no excise tax gross‑up.

•We have stock ownership guidelines for our non-employee directors and a stock ownership policy applicable to our executive officers, including our Named Executive Officers.

•We actively engage our stockholders for feedback.

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•We focus on board diversity and refreshment, as evidenced by the fact that four out of eleven of our directors are female or ethnically diverse (black, indigenous and peoples of color, or “BIPOC”), and seven out of eleven of our directors have less than five years of tenure.


Board Diversity Matrix (as of March 28, 2022)
Total Number of Directors:			11
Diversity			Female	Male
	Gender Identity		3	8
	Demographic Background:
		African American or Black	0	1
		White	3	7
Tenure
	<5 years		7
	5-10 years		2
	>10 years		2

We believe that our directors are highly qualified and well suited to providing effective oversight of our continuously evolving business, and that they provide our Board of Directors with a balance of critical skills and an effective mix of experience and expertise, as summarized below.

Skills & Attributes

Number of Directors

Leadership

Demonstrated understanding of essential leadership qualities; ability to develop leadership potential in others and effectively implement transformational change within organizations

Innovation

Experience with innovative technologies and their development and deployment; understanding of relevant technological trends and their disruptive potential

Domain Expertise

Understanding of the industries we serve, including market dynamics, customer workflows, and developing trends

Global Business

Experience with international dynamics and complexity, multinational operations, and the development of international relationships and opportunities

Go To Market

Understanding how to optimally bundle, launch, market and distribute new solutions to deliver compelling value to customers

Financial Expertise

Knowledge of financial accounting and reporting, financial markets, and finance operations and management, including capital deployment

Strategic Transactions

Familiarity with driving business transformation through M&A, strategic alliances, investments, and significant commercial partnerships

Sustainability

Experience with ESG initiatives, frameworks and trends, including long-term sustainability and value creation, diversity and inclusion, or public company governance oversight

Executive Compensation Philosophy, Policies and Practices

Our executive compensation philosophy is based on our continuing effort of attracting and retaining exceptional people and fostering and supporting a pay-for-performance culture. We have designed our executive compensation programs to closely align with the interest of our stockholders. As discussed in detail under “Compensation Discussion and Analysis” later in this proxy statement, our executive compensation program

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provides short-term cash and long-term equity components, with a significant weight toward long-term equity awards tied closely to stockholder returns and long-term objectives.

Key Policies and Practices

The following summarizes some of our key executive compensation and related policies and practices:


What we do			What we don’t do
•Use a pay-for-performance philosophy •Maintain an independent compensation committee •Retain an independent compensation advisor •Review executive compensation and conduct an overall compensation risk assessment annually •Place compensation “at risk,” with a majority of executive compensation in the form of performance-based incentives •Maintain a stock ownership policy that requires our CEO and executive officers to hold a minimum ownership level of our common stock •Maintain a “clawback” policy, which in the event of a material restatement of our financial results, allows for the recovery of certain compensation from our executive officers. •Hold an annual stockholder advisory vote on executive compensation			•No executive-only pension arrangements or retirement plans (although certain eligible executives may participate in the Age & Service Equity Vesting Program as described below) •No significant perquisites or other personal benefits for our executive officers •No tax reimbursements or “gross up” payments, other than related to standard relocation benefits •No special health or welfare benefits for executives •No hedging or pledging of our equity securities •No stock option re-pricing •No single-trigger change-in-control arrangements for equity issuances

Stockholder Engagement

Trimble’s Board of Directors values the opinions of our stockholders and carefully considers feedback received with regard to our governance practices, executive compensation program, and management of key ESG topics. Over the past several years, our management team has engaged with stockholders to better understand their views regarding our approach to executive compensation. In recent years, we have made changes to our executive compensation programs in response to this input and based upon our ongoing review of best practices. These changes have included:

•Adopting a clawback policy

•Extending stock ownership guidelines to our CFO and Named Executive Officers

•Eliminating quarterly performance periods for executive bonus plans

•Eliminating all single-trigger vesting in connection with new equity issuances

At our 2021 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say on Pay” vote). Our stockholders approved the Say on Pay proposal with 89.1% of the votes cast in favor of the proposal. The Compensation Committee will continue to consider the outcome of future Say on Pay votes, as well as feedback received throughout the year, when making compensation decisions for our executive officers.

In 2021 we engaged with some of our largest investors to discuss our Sustainability program, strategy and management approach to climate change and other key ESG topics, including diversity. We also acknowledged the significant number of withheld votes cast for one member of our Board of Directors, Mr. Ekholm, at last year’s Annual Meeting of Stockholders – and our Board’s consideration of the vote outcome – due to concerns by certain investors about his other public company director commitments. Mr. Ekholm retired from the board of directors of Alibaba Group Holding Limited effective March 31, 2022.

12 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

ITEM 1

ELECTION OF DIRECTORS

A board of eleven directors is to be elected at the Annual Meeting. The Board of Directors has authorized the nomination at the Annual Meeting of the persons named below as nominees. All nominees currently serve on the Board of Directors. Each of the directors except for Mr. Berglund and Mr. Painter are independent directors as defined by Rule 5605(a)(2) of the NASDAQ Stock Market (“NASDAQ”) Marketplace Rules.

Each of the director nominees listed below was elected to be a director at the Company’s 2021 annual meeting of stockholders except for Ms. Fandozzi, who was appointed by the Board of Directors on July 26, 2021, to serve as a director beginning August 16, 2021, and Mr. Sweet, who was appointed by the Board of Directors on January 11, 2022, to serve as a director beginning January 15, 2022.

The names of the nominees and certain information about them, as of the Record Date, are set forth below:


Name of Nominee	Age	Principal Occupation	Director Since

Steven W. Berglund	70	Executive Chairman of the Company	1999
James C. Dalton	66	Retired, U.S. Army Corps of Engineers	2020
Börje Ekholm	59	President and Chief Executive Officer, Ericsson	2020	(1)
Ann Fandozzi	50	Chief Executive Officer, Ritchie Bros.	2021
Kaigham (Ken) Gabriel	66	Chief Operating Officer, Wellcome Leap	2015
Meaghan Lloyd	47	Chief of Staff and Partner, Gehry Partners, LLP	2016
Sandra MacQuillan	55	Executive Vice President and Chief Supply Chain Officer, Mondelez Global LLC	2018
Robert G. Painter	50	President and Chief Executive Officer of the Company	2020
Mark S. Peek *	64	Executive Vice President, Managing Director and Head of Workday Ventures	2010
Thomas Sweet	62	Chief Financial Officer, Dell Technologies	2022
Johan Wibergh	58	Group Technology Officer and Chief Information Officer, Vodafone	2018

* Lead independent director

(1) Mr. Ekholm was reappointed to the Board of Directors in 2020, having previously served as a director of the Company from 2015 to 2017.


Steven W. Berglund Executive Chairman of the Company			Mr. Berglund became executive chairman of the Company on January 4, 2020, after serving as president and chief executive officer since March 1999. Prior to joining Trimble, Mr. Berglund was president at Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. He attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. Mr. Berglund received his M.B.A. from the University of Rochester. Mr. Berglund serves on the board of the Association of Equipment Manufacturers (AEM) and is a member of the board of directors and audit committee of Belden Inc., a global provider of end-to-end signal transmission solutions. Qualifications: Mr. Berglund is qualified to serve as director of the Company because of his intimate knowledge and understanding of the Company’s business and operations, resulting from his service as director, president and chief executive officer of the Company since 1999. In addition, Mr. Berglund brings to the Board of Directors extensive industry experience.

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James C. Dalton Retired, U.S. Army Corps of Engineers			Mr. Dalton served as the Director of Civil Works for the U.S. Army Corps of Engineers (USACE) from August 2016 until January 2020. In this position, he led, managed and directed the policy development, programming, planning, design, construction, contingency operations and emergency response, operation, and maintenance activities of the Army Civil Works Program, a $6 billion annual program of water and related land resources of the United States, and oversaw the work of over 25,000 civilian employees. He also represented the USACE in the United Nations’ Advisory Board High-Level Experts and Leaders Panel on Water and Disasters, and served on several national and international water resources Committees. From May 2007 until August 2016 he was Chief of USACE’s Engineering and Construction (E&C) Division, responsible for policy, program, and technical expertise in the design and construction programs for the U.S. Army, U.S. Air Force, Department of Defense, other Federal agencies, and over 60 foreign nations. He served as the Corps' South Atlantic Division and South Pacific Division Regional Integration Team (RIT) team leader, USACE Climate Change Adaptation Committee Chair, and lead for USACE on Resilience. Mr. Dalton was selected to the Senior Executive Service (SES) of the US Office of Personnel Management in January 2005. Mr. Dalton has held numerous other roles during his career with the U.S. Army Corps of Engineers, which he joined in 1978, including Regional Business Director for USACE’s South Atlantic Division in Atlanta, Georgia, Director of Business Management for the Gulf Region Division in Baghdad, Iraq, project manager for the Bosnia project to support Operation Joint Guard, and various engineer roles in Saudi Arabia as part of the Saudi Arabia construction program. Mr. Dalton received his B.S. in Architectural Engineering from North Carolina Agricultural & Technical State University and holds an M.S. in Civil Engineering from North Carolina State University. Qualifications: Mr. Dalton is qualified to serve as director of the Company because of his deep domain expertise in large-scale construction environments and his extensive experience in managing complex organizations as a result of his senior leadership positions within the USACE. Mr. Dalton’s background in overseeing complex, multibillion-dollar civil construction projects and managing personnel throughout the world, his government and multilateral policy advisory experience, and his experience with resilient and sustainable practices, particularly around water and land resource planning, bring a unique perspective to the Company’s Board of Directors.

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Börje Ekholm President and Chief Executive Officer, Ericsson			Mr. Ekholm has been president and chief executive officer of Ericsson, a multinational networking and telecommunications company, since January 2017. From 1992 to January 2017, he held various positions with Investor AB, an investment firm and holding company with controlling stakes in several large Swedish companies and smaller positions in a number of other firms. Mr. Ekholm's positions with Investor AB included: from May 2015 to January 2017, he was chief executive officer of Patricia Industries, a unit of Investor AB that includes its wholly-owned and partner-owned companies, as well as financial investments; from September 2005 to May 2015, he was president and chief executive officer of Investor AB; from 1997 to 2005, he was responsible for all private equity investment activities within Investor AB and was also head of Investor Growth Capital, Investor AB’s wholly owned venture capital arm; from 1995 to 1997, he founded and managed Novare Kapital, an early stage venture capital company owned by Investor AB; and from 1997 to 2015, he was also a member of Investor AB’s Management Group. Mr. Ekholm is a director of Ericsson, was previously a director of Alibaba Group (having retired from its board on March 31, 2022), and within the past five years was a director of Nasdaq. He also currently serves on the board of the Swedish American Chamber of Commerce New York. Mr. Ekholm has a Master of Business Administration from INSEAD, France and holds a Master of Science in Electrical Engineering from the KTH Royal Institute of Technology in Stockholm. Qualifications: Mr. Ekholm is qualified to serve as director of the Company because he brings a valuable combination of operational and financial management expertise, particularly in the areas of networking and telecommunications, through his experience as president and chief executive officer of Ericsson, and of venture capital, through his experience serving as president and chief executive officer of Patricia Industries and Investor AB, and manager of Novare Kapital. In addition, Mr. Ekholm brings management expertise from a diverse range of industries and organizations through his former service as chairman of the board of Nasdaq OMX and a director of Alibaba Group, Telefonaktiebolaget LM Ericsson and the KTH Royal Institute of Technology.


Ann Fandozzi Chief Executive Officer, Ritchie Bros.			Ms. Fandozzi is Chief Executive Officer of Ritchie Bros., the world's largest industrial auctioneer and a leading used equipment seller. Prior to joining Ritchie Bros. as CEO in 2020, Ms. Fandozzi was CEO of ABRA Auto Body and Glass from 2016 to 2019, and previous to that role, from 2012 to 2016, was CEO of vRide, a carpooling platform that works with private and public employers. Prior to these CEO roles, Ms. Fandozzi served in several executive positions for Whirlpool, DaimlerChrysler and Ford Motor Company. She served on the board of Pinnacle Foods, a publicly-traded packaged food company that was acquired by ConAgra, and is a board member of Ghost Robotics, a robotics start-up. Ms. Fandozzi is also a frequent speaker on technology, transportation, and green/environmental topics. Ms. Fandozzi holds a Bachelor of Science degree in Computer Engineering from Stevens Institute of Technology, a Master of Science degree in Systems Engineering from University of Pennsylvania and an MBA from The Wharton School of the University of Pennsylvania. Qualifications: Ms. Fandozzi is qualified to serve as a director of the Company because of her extensive knowledge and experience as an innovative leader, spanning both relevant industrial end markets and an understanding of technologies that can transform the way those industries operate. Ms. Fandozzi’s engineering and analytical background, combined with her executive leadership experience, provide the Company a unique perspective on how to accelerate growth in industries through technology and transformational change, and insight into the drivers of customer value. Ms. Fandozzi’s experience as a speaker and advocate for environmental sustainability and diversity also informs and benefits the Company’s long-term sustainability strategy.

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Kaigham (Ken) Gabriel Chief Operating Officer, Wellcome Leap			Dr. Gabriel is the Chief Operating Officer of Wellcome Leap, an independent innovation organization funded by the Wellcome Trust, the world's fifth largest research trust. Wellcome Leap works at the intersection of engineering and life-sciences to deliver critical medical and healthcare capabilities at accelerated timescales. From 2014 to May of 2020, he was the president and chief executive officer of The Charles Stark Draper Laboratory, an independent not-for-profit research institution that develops innovative technology solutions in the fields of national security, space, biomedical systems and energy. Prior to that, Dr. Gabriel served as deputy director of the Advanced Technology and Projects (ATAP) group at Google from 2012 to 2014 and as corporate vice president at Google/Motorola Mobility. From 2009 to 2012, he was the deputy director, and then acting director, of the Defense Advanced Research Projects Agency (DARPA) in the Department of Defense. Between 2002 and 2009, Dr. Gabriel was the Co-Founder, Chairman and Chief Technology Officer of Akustica, a fabless semiconductor company that commercialized Micro Electro Mechanical Systems audio devices and sensors. Dr. Gabriel holds SM and ScD degrees in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology. Qualifications: Dr. Gabriel is qualified to serve as director of the Company because of his strong background and experience in management in technology companies, including in his current and recent positions with Wellcome Leap and Draper Laboratory. Dr. Gabriel also brings deep technological expertise and knowledge of the industry to the Company.


Meaghan Lloyd Chief of Staff and Partner, Gehry Partners, LLP			Ms. Lloyd is the chief of staff and a partner at Gehry Partners, LLP, a full service architectural firm with extensive international experience in the design and construction of academic, museum, theater, performance, and commercial projects. Founded in 1962 in Los Angeles, California, Gehry Partners’ mission is to raise architecture to the level of art, while creating buildings that meet the project’s functional and budgetary needs. She has held this position since 2009. Prior to this, she was a designer working with Frank Gehry in the firm. In addition to her duties at Gehry Partners, she served as chief executive officer of Gehry Technologies, Inc., a cloud-based software and service company for the architectural, engineering and construction sectors, from 2013 to 2014. Ms. Lloyd received her Bachelor of Science in Architectural Studies from the University of Illinois, Champaign-Urbana and her Master of Architecture from Yale University. She is a board member of Turnaround Arts California. Qualifications: Ms. Lloyd is qualified to serve as a director of the Company because she brings a valuable combination of operational and project management expertise, and because of her significant industry knowledge and experience in the areas of architecture, construction, and design from her work with Gehry Partners, LLP.

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Sandra MacQuillan Executive Vice President and Chief Supply Chain Officer, Mondelez Global LLC			Ms. MacQuillan is executive vice president and chief supply chain officer at Mondelez Global LLC, a multinational food and beverage company. From 2015 to May 2019, she was senior vice president and chief supply chain officer at Kimberly-Clark Corporation, with responsibility globally for procurement, manufacturing, logistics, quality, safety, and sustainability. From 2009 to 2015, Ms. MacQuillan served as global vice president, supply chain for Global Petcare, a $15 billion business of Mars, Incorporated and was responsible for procurement, manufacturing, engineering, and logistics. During her tenure at Mars, she also served in a variety of operations and supply chain roles since joining the company in 1994. Ms. MacQuillan has extensive international experience in procurement, technology, and engineering, and has lived and worked in the UK, Czech Republic, Russia, Middle East, Belgium and now in the U.S. Ms. MacQuillan earned her bachelor's degree in mechanical engineering with honors from the University of Greenwich, UK and was awarded Chartered Engineer status from the Institution of Mechanical Engineers, London. Qualifications: Ms. MacQuillan is qualified to serve as a director of the Company because of her extensive business operations experience, particularly in the areas of supply chain and logistics management, gained from her roles at several large multinational companies. Ms. MacQuillan also brings a strong international business perspective and broad domain knowledge and experience in procurement, technology and engineering.


Robert G. Painter President and Chief Executive Officer of the Company			Mr. Painter became Trimble’s president and chief executive officer in January 2020, having first joined the Company in 2006. From 2016 through 2019, he served as the Company's chief financial officer, responsible for Trimble’s worldwide finance operations. In 2015, Mr. Painter was appointed vice president of Trimble Buildings, a Trimble group focused on “building information modeling” (BIM)-centric businesses that span the design-build-operate continuum of the building lifecycle. From 2011 to 2014, he served as general manager of the Company’s joint venture with Hilti, which was created to foster collaborative development of product innovations for the building construction industry. From 2009 to 2010, he served as general manager of the Company’s Construction Services Division. Mr. Painter joined Trimble in 2006 and assumed leadership of Trimble’s business development function, leading acquisition and corporate strategy activities. Prior to joining the Company, Mr. Painter served in a variety of management and finance positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Market, and Kraft Foods. Mr. Painter holds a bachelor's degree in finance from West Virginia University and an MBA from Harvard University. Qualifications: Mr. Painter is qualified to serve as director of the Company because of his intimate knowledge and understanding of the Company’s businesses, finances, and operations, resulting from his service in various senior management roles in different functional areas and operating divisions of the Company, including his service as chief financial officer of the Company from 2016 to 2019. In addition, Mr. Painter brings to the Board of Directors extensive operating and finance experience from his senior roles in other large companies prior to joining the Company.

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Mark S. Peek Executive Vice President, Managing Director and Head of Workday Ventures			Mr. Peek is executive vice president, managing director and head of Workday Ventures, the strategic investment arm of Workday, Inc., a leading provider of enterprise cloud applications for finance and human resources. He has held this position since February 2018. From June 2015 to February 2018, Mr. Peek was co-president of Workday. He joined Workday in June 2012 as chief financial officer and served in that capacity until April 2016. From December 2011 to June 2012, Mr. Peek also served on the board of directors of Workday. Prior to joining Workday, Mr. Peek was president, business operations and chief financial officer of VMware, Inc., a provider of business infrastructure virtualization solutions. From April 2007 to January 2011, Mr. Peek served as chief financial officer of VMware, Inc. From 2000 to 2007, Mr. Peek was senior vice president and chief accounting officer at Amazon.com. Prior to joining Amazon.com, Mr. Peek spent 19 years at Deloitte, the last ten years as a partner. Since May 2021, Mr. Peek has served on the Board of Directors of SentinelOne, a provider of autonomous cybersecurity solutions. Mr. Peek also serves on the Advisory Board of the Foster School of Business at the University of Washington. Mr. Peek received a B.S. in accounting and international finance from Minnesota State University. Qualifications: Mr. Peek is qualified to serve as director of the Company because of his strong background and years of experience in accounting and financial management, as well as his industry knowledge regarding “software as a service” (SaaS) and cloud computing. Mr. Peek brings key financial expertise gained through his service as chief financial officer at Workday, Inc., as chief financial officer at VMware, as chief accounting officer at Amazon.com, and his 19 years of experience at Deloitte. Mr. Peek brings valuable technology industry knowledge from his role as managing director and head of Workday Ventures and his prior service as co-president of Workday.


Thomas Sweet Chief Financial Officer, Dell Technologies			Mr. Sweet is Chief Financial Officer of Dell Technologies, a global information technology company, where he oversees all aspects of the company's finance function, including Dell Financial Services and Dell Technologies Capital, as well as global business operations and corporate strategy. He joined Dell in 1997 and held leadership positions in finance, sales and in various corporate business units before being named CFO in 2014. Prior to joining Dell Technologies, Mr. Sweet was vice president of accounting and finance for Telos Corporation, a cyber, cloud and enterprise security company, and before that he spent 13 years with Price Waterhouse providing audit and accounting services to the technology industry. He currently serves on the Salvation Army Central Texas Advisory Board and on the University of Texas McCombs School of Business Advisory Board. Mr. Sweet received a bachelor’s degree in business administration from Western Michigan University and is a CPA. Qualifications: Mr. Sweet is qualified to serve as a director of the Company because of his deep expertise in finance, business operations and corporate strategy gained from his roles at Dell, a major global information technology company. Mr. Sweet also brings decades of experience and insight into the way technology is transforming the world of data. Mr. Sweet’s leadership in helping Dell evolve to become one of the world's major technology companies provides the Company with valuable insight as it implements its long-term growth strategy.

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Johan Wibergh Group Technology Officer and Chief Information Officer, Vodafone			Mr. Wibergh is Group Technology Officer and Chief Information Officer of Vodafone, a global telecommunications provider. He has held that position since May 2015. Before joining Vodafone, Mr. Wibergh held various management positions at Ericsson since 1997, including, from 2008, Executive Vice President and Head of Business Unit Networks. Prior to that, he held various management positions in other businesses in the information technology (IT) industry. Mr. Wibergh serves on the board of Vantage Towers AG, representing Vodafone, which is the majority shareholder of this leading European mobile telecommunications tower infrastructure operator. Mr. Wibergh holds a Master in Computer Science from Linköping University in Sweden, and has attended various executive management programs during his career. Qualifications: Mr. Wibergh is qualified to serve as director of the Company because he brings valuable expertise in technologies relevant to the Company, including network and wireless connectivity, cybersecurity, and cloud computing. Mr. Wibergh also has a strong background in managing technology businesses and international operations, including as a result of his current position as Group Technology Officer and Chief Information Officer of Vodafone.

Vote Required

Directors are currently elected by a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting. Accordingly, the nominees receiving the highest number of “for” votes at the Annual Meeting will be elected as directors. This is an uncontested election of directors because the number of nominees for director does not exceed the number of directors to be elected. Pursuant to our majority voting policy, if any nominee for director in this election receives a greater number of votes “withheld” from such nominee than votes “for”, the nominee for director must tender his or her resignation to our Board of Directors within five days following the certification of the election results. Within 90 days following the date of the Annual Meeting, the remaining members of our Board of Directors shall, through a process managed by the Nominating and Corporate Governance Committee and excluding the director nominee in question, determine whether to accept such resignation. We will then publicly disclose the determination of the Board of Directors. Abstentions and broker non-votes will be counted only for purposes of determining whether a quorum is present, but they will not be taken into account in determining the outcome of the election of directors.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the nominees named above. If you return your proxy card or otherwise vote but do not make specific voting choices, your shares will be voted “for” the election of all of the director nominees. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the present Board of Directors to fill the vacancy. As of the date of this proxy statement, the Board of Directors has no reason to believe that any nominee will be unable or will decline to serve as a director. The directors elected will hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Recommendation of the Board of Directors


The Board of Directors recommends that stockholders vote FOR the election of the above-named nominees to the Board of Directors.

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ITEM 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

This proposal, commonly known as a “Say on Pay” proposal, provides our stockholders with the opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement. This proposal gives our stockholders the opportunity to approve, reject, or abstain from voting, with respect to our executive compensation programs and policies and the compensation paid to the Named Executive Officers.

The Say on Pay vote is a non-binding advisory vote on the compensation of the Company’s Named Executive Officers, as described in the “Compensation Discussion and Analysis” section later in this proxy statement, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure. The Say on Pay vote on executive compensation is not a vote on the Company’s general compensation policies, compensation of the Company’s Board of Directors, or the Company’s compensation policies as they relate to risk management.

The Say on Pay vote allows our stockholders to express their opinions regarding the decisions of the Compensation Committee with respect to the 2021 compensation of the Named Executive Officers. Because the Say on Pay vote is advisory in nature, it will not affect any compensation already paid or awarded to any Named Executive Officer, nor modify any terms of our existing compensation plans or awards. In addition, the Say on Pay vote will not be binding on, or overrule, any decisions by the Board of Directors. In addition, it will not create or imply any additional fiduciary duty on the part of the Board of Directors.

The Company is providing its stockholders with the opportunity to cast an advisory Say on Pay vote every year, until the next advisory vote on the frequency of such votes.

At the Company’s 2021 Annual Meeting of Stockholders, 89.1% of the votes cast were in favor of the Say on Pay vote and our executive compensation program. In reviewing our executive compensation policies and practices since the vote, our Board of Directors and Compensation Committee have been mindful of the level of support that our stockholders expressed for our approach to executive compensation. Following their annual review of our executive compensation philosophy, the Board of Directors and Compensation Committee decided to retain our general approach to executive compensation.

Your advisory vote will serve as an additional tool to help guide the Board of Directors and the Compensation Committee in continuing to improve the alignment of the Company’s executive compensation programs with the interests of the Company and its stockholders. The Compensation Committee and the Board of Directors take into account the outcome of the vote as a part of their considerations in determining future compensation arrangements for our Named Executive Officers.

The Company and the Board of Directors believe that our compensation policies and practices for our Named Executive Officers are aligned with the long-term interests of our stockholders because our policies emphasize pay-for-performance, and our mix of short- and long-term incentives provide a balance between the Company’s short-term goals and long-term performance. As such, the Board of Directors recommends that stockholders vote “For” the advisory approval of our compensation policies and practices as disclosed in this proxy statement.

Vote Required

Advisory approval of the compensation of our Named Executive Officers requires the affirmative vote of the holders of the majority of the shares represented and voting at the Annual Meeting via the internet or by proxy on this proposal.

Recommendation of the Board of Directors


The Board of Directors recommends that stockholders vote FOR the approval of the compensation of our Named Executive Officers.

20 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

ITEM 3

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors intends to appoint Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the financial statements of the Company for the current fiscal year ending December 30, 2022. EY has served in this role since 1986. The Company anticipates that a representative of EY will be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and may be available to answer any appropriate questions.

Principal Accounting Fees and Services

The following table presents fees billed by EY for audit services and other services rendered for the audit of the Company’s annual financial statements for the last two fiscal years, and fees billed by EY for other services rendered during those periods (in thousands).


Category			Fiscal Year Ended December 31, 2021		Fiscal Year Ended January 1, 2021
Audit Fees (1)			$	5,833	$	5,161
Audit-Related Fees			—		—
Tax Fees (2)
	Tax Compliance		247		426
	Tax Planning & Tax Advice		751		357
		Total Tax Fees	$	998	$	783
All Other Fees			—		—

(1) Represents the audits of the Company’s annual financial statements and internal control over financial reporting; review of financial statements included in the Company’s Form 10-Q quarterly reports; accounting consultations; and services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

(2) Represents various tax compliance and filing services with respect to U.S. and international tax matters, as well as tax planning advice related to acquisitions, integration activities and general matters.

Audit Committee Pre-Approval of Policies and Procedures

The Audit Committee is responsible for appointing, approving the plan for audit and related services and fees, and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a pre-approval procedure for all audit and permissible other services to be performed by EY. The pre-approval policy requires that requests for services by the independent registered public accounting firm be submitted to the Company’s CFO for review and approval. Any requests that are approved by the CFO are then aggregated and submitted to the Audit Committee for approval of services at a meeting of the Audit Committee. Requests may be made with respect to either specific services or a type of service for predictable or recurring services. All services performed by EY were approved by the Audit Committee. The Audit Committee has concluded that the provision of the services listed above is compatible with maintaining EY’s independence.

Vote Required

Ratification of the appointment of EY as the Company’s independent registered public accounting firm for the current fiscal year will require the affirmative vote of the holders of a majority of the shares represented and voting at the Annual Meeting either via the internet or by proxy on this proposal. In the event that such ratification by the stockholders is not obtained, the Audit Committee and the Board of Directors will reconsider such selection.

Recommendation of the Board of Directors


The Board of Directors recommends that stockholders vote FOR the ratification of the appointment of EY as the independent registered public accounting firm of the Company for the current fiscal year ending December 30, 2022.

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BOARD MEETINGS AND COMMITTEES; DIRECTOR INDEPENDENCE

The Board of Directors held 5 meetings during the 2021 fiscal year. No director attended fewer than 75% of the aggregate of all the meetings of the Board of Directors and the meetings of the committees upon which such director served in the 2021 fiscal year (during the periods in which such director served in each such capacity). It is the Company’s policy to encourage directors to attend the Annual Meeting. All of the current members of the Board of Directors who were directors at the time of the 2021 annual meeting attended the annual meeting.

As a result of its annual review and based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board of Directors has determined that each of the directors besides Mr. Berglund and Mr. Painter are independent directors as defined by Rule 5605(a)(2) of the NASDAQ Marketplace Rules. In making this determination, the Board of Directors considered the current and prior relationships of each non-employee director, or any of his or her family members, has with the Company, our senior management and our independent registered public accounting firm, and all other facts and circumstances deemed relevant in determining their independence.

Stockholder Communications with Directors

The Board of Directors has established a process to receive communications from stockholders. Stockholders of the Company may communicate with one or more of the Company’s directors (including any board committee) by mail in care of Board of Directors, Trimble Inc., 935 Stewart Drive, Sunnyvale, California 94085. Such communications should specify the intended recipient or recipients. The Corporate Secretary periodically will forward such communications or provide a summary to the Board of Directors or the relevant members of the Board of Directors.

Board Leadership Structure; Oversight and Risk Management

The Company currently separates the positions of chief executive officer, executive chairman of the Board of Directors and Lead Independent Director. In connection with Mr. Peek’s appointment as Lead Independent Director, the Board of Directors considered Mr. Peek’s demonstrated leadership during his tenure as a member of the Board of Directors and Audit Committee, and believes that Mr. Peek’s ability to act as a strong Lead Independent Director provides balance in the Company’s leadership structure and helps ensure a strong, independent and active Board.

Our executive chairman of the Board of Directors, Steve Berglund, is responsible for presiding and setting the agenda at full sessions of the Board of Directors, in consultation with our CEO, and recommending committee assignments to the Nominating and Corporate Governance Committee. Our Lead Independent Director is elected by and from the independent directors and presides at executive sessions of the Board of Directors, in addition to coordinating the activities of the independent directors and committee chairpersons and facilitating communications between the other members of the Board of Directors. Our CEO is responsible for the day-to-day operations of the Company. Separating the positions of CEO, executive chairman of the Board of Directors, and Lead Independent Director allows our CEO to focus on our day-to-day business, while allowing the executive chairman and the Lead Independent Director to lead the Board of Directors in its fundamental role of providing independent advice to, and oversight of, management. The Board of Directors believes that this leadership structure with an executive chairman who is our former chief executive officer and a strong Lead Independent Director provides balance, is in the best interests of the Company and its stockholders, and is the appropriate leadership structure for the Company at this time.

The Board of Directors has overall responsibility for the oversight of risk management for the Company, and it exercises this oversight through committees and regular engagement with the Company's senior management. The Board of Directors also oversees sustainability and ESG strategy, as well as cybersecurity risk at the Company, with the Audit Committee receiving regular updates on cybersecurity risk management and through escalation processes that provide for timely notice to the Audit Committee of any material developments. The Audit Committee has oversight of the Company's financial matters, internal controls, financial reporting and internal investigations relating to financial misconduct. The Compensation Committee has oversight of our compensation policies and practices. Our Nominating and Corporate Governance Committee is responsible for the independence and qualification of the board members and the Company's corporate governance principles, and also engages with management on sustainability and other ESG strategies and initiatives. The committees report their activities back to the Board of Directors. In addition, members of the Company's senior management

22 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

attend meetings of the Board of Directors to discuss strategic planning and risks and opportunities for the Company's business areas, in addition to answering any questions that the Board of Directors may raise.

Committee Membership

The composition of the committees of the Board of Directors is as set forth below:


	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
James C. Dalton
Börje Ekholm
Ann Fandozzi
Kaigham (Ken) Gabriel
Meaghan Lloyd
Sandra MacQuillan
Mark S. Peek
Thomas Sweet
Johan Wibergh

= chair

= member

Audit Committee

The Board of Directors has a separately-designated, standing Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The current members of the Audit Committee are directors Gabriel, Peek, and Sweet. Director Peek currently serves as the committee chair. The Audit Committee held 8 meetings during the 2021 fiscal year.

The Audit Committee is governed by a charter, a current copy of which is available on our corporate website at investor.trimble.com/corporate-governance. The purpose of the Audit Committee is to make such examinations as are necessary to monitor the corporate financial reporting and the internal and external audits of the Company, to provide to the Board of Directors the results of its examinations and recommendations derived therefrom, to outline to the Board of Directors improvements made, or to be made, in internal accounting controls, to nominate the independent registered public accounting firm, and to provide such additional information as the Audit Committee may deem necessary to make the Board of Directors aware of significant financial matters which require the Board of Directors' attention.

All Audit Committee members are independent directors as defined by applicable NASDAQ Marketplace Rules and listing standards. All members of the Audit Committee are financially sophisticated and are able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. The Board of Directors has determined that each of directors Peek and Sweet is a “financial expert” as that term is defined in the rules promulgated by the SEC. Mr. Peek has an extensive accounting and financial management background, which includes holding positions as chief financial officer and chief accounting officer with several leading publicly-traded technology companies, and almost two decades of experience with Deloitte. Mr. Sweet has deep expertise in finance and accounting, including from serving as the CFO of Dell Technologies,

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prior-company leadership roles in finance and accounting, and more than a decade of experience at Price Waterhouse

Compensation Committee

The Board of Directors has a standing Compensation Committee, comprised of directors Ekholm, Fandozzi, Lloyd and Wibergh. Director Ekholm currently serves as the committee chair. The Compensation Committee held 4 meetings during the 2021 fiscal year.

The Compensation Committee is governed by a charter, a current copy of which is available on our corporate website at investor.trimble.com/corporate-governance. The purpose of the Compensation Committee is to make decisions with respect to all forms of compensation to be paid or provided to the Company’s executive officers, in consultation with the full Board of Directors where appropriate. See “Compensation Discussion and Analysis” later in this proxy statement for a detailed discussion.

All Compensation Committee members are independent as defined by applicable NASDAQ Marketplace Rules and listing standards. The Compensation Committee retains its own independent advisor to assist in committee matters and the Compensation Committee has the authority to hire and terminate this advisor at its discretion.

Compensation Committee Interlocks and Insider Participation

None of the Company’s executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or the Compensation Committee.

Risk Assessment

In setting compensation, our Compensation Committee considers the risks to our stockholders, and the Company as a whole, arising out of our compensation programs. The Company’s management team has assessed the risk profile of our compensation programs. Their review considered risk-determining characteristics of the overall structure and individual components of our Company-wide compensation program, including our base salaries, cash incentive plans and equity plans. The management team provided its findings to the Compensation Committee for review and consideration. Following this ongoing assessment, the Compensation Committee concurred with management’s conclusions that the Company’s compensation policies were not reasonably likely to have a material adverse effect on the Company. For example:

Balance of Compensation: Across the Company, individual elements of our compensation program include base salaries, incentive compensation, and for certain of our employees, equity-based awards. By providing a mix of different elements of compensation that reward both short-term and long-term performance and that focus on varying performance metrics, the Company’s compensation programs as a whole provide a balanced approach to incentivizing and retaining employees, without placing an inappropriate emphasis on any particular form of compensation.

Objective Company Results and Pre-established Performance Measures Dictate Annual Incentives: Under the Company’s cash incentive plans, payments are subject to the satisfaction of specific performance targets established by the Compensation Committee. These performance targets are directly and specifically tied to financial performance metrics for the Company and/or divisions for the applicable fiscal year. Payments are made based on actual achievement of Company performance goals, and not estimated performance.

Use of Long-Term Incentive Compensation: Equity-based long-term incentive compensation that vests over a period of years is a key component of total compensation of our executive employees. This vesting period encourages our executives to focus on sustaining the Company’s long-term performance. These grants are also made annually, so executives always have unvested awards that could decrease significantly in value if our business is not managed for the long-term. In addition, since 2015, a significant portion of equity awards granted to our executives includes performance-based vesting. These awards, for which vesting is typically based upon either our total shareholder return relative to the component stocks of the S&P 500 Index or S&P 400 Index, or upon the achievement of specific financial objectives by the Company, further align the compensation of our executives with the long-term interests of our stockholders.

Internal Processes Further Limit Risk: The Company has in place additional processes to limit risk to the Company from our compensation programs. Specifically, payroll programs and financial results upon which incentive compensation payments are based are subject to regular review and audit, and our human

24 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

resources executives meet periodically with our internal audit personnel to review various controls in place with respect to our compensation programs, including for our executives. In addition, the Compensation Committee engages an external compensation consulting firm for design and review of our compensation programs, as well as external legal counsel to assist with the periodic review of our compensation plans to ensure compliance with applicable laws and regulations.

Nominating and Corporate Governance Committee

The Board of Directors has a standing Nominating and Corporate Governance Committee (“Nominating and Governance Committee”), comprised of directors Dalton, Lloyd, MacQuillan and Peek. Director Lloyd serves as committee chair. The Nominating and Governance Committee met 4 times during the 2021 fiscal year.

The Nominating and Governance Committee is governed by a charter that is posted on the Company’s website at investor.trimble.com/corporate-governance. The purpose of the Nominating and Governance Committee is to recommend to the Board of Directors individuals qualified to serve as directors of the Company, and on committees, and to advise the Board of Directors with respect to composition, procedures and committees. Additionally, the Nominating and Governance Committee develops and recommends to the Board of Directors corporate governance principles applicable to the Company and oversees the implementation of these principals, and also engages with management on sustainability and other ESG strategies and initiatives.

The Nominating and Governance Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate. To have a candidate be considered by the Nominating and Governance Committee, a stockholder must submit the recommendation in writing and the recommendation must include the following information and otherwise comply with Section 6 of Article II of our Bylaws:

•The name of the stockholder and evidence of the stockholder’s ownership of Company shares, including the number of shares owned and the length of time of ownership, and information regarding all shares of stock of the Company owned by such stockholder's affiliates or associates;

•The stockholder's representation that he or she intends to appear in person or by proxy at the Annual Meeting to nominate the persons named in its notice;

•The name, age, business address and residence address of the candidate;

•The principal occupation or employment of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company, and information regarding all shares of stock of the Company, which are owned by the candidate or his or her affiliates or associates;

•The candidate's written representation and agreement that, if elected as a director of the Company, such person has not given any commitment or assurance to any person or entity as to how such person would act or vote on any issue or question and will not enter into any undisclosed agreement with any person or entity other than the Company with respect to any director or indirect compensation in connection with service or action as a director of the Company;

•The candidate’s consent to be named as a director if selected by the Nominating and Governance Committee and nominated by the Board of Directors; and

•An undertaking by both the nominating stockholder and the candidate to furnish promptly such other information as the Company may reasonably request.

The stockholder recommendation and information described above must be sent to the Nominating and Corporate Governance Committee's Chair in care of the Corporate Secretary at Trimble Inc., 935 Stewart Drive, Sunnyvale, California 94085 and must be received by the Corporate Secretary not earlier than January 25, 2023 and not later than February 24, 2023, except if the annual meeting for 2023 is called for a date earlier than April 30, 2023 or later than June 19, 2023, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting for 2023 is mailed or the date the Company announces the date of the annual meeting for 2023, whichever occurs first.

The Nominating and Governance Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate possession of such knowledge, experience, skills, expertise,

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international background, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, potential conflicts of interest, and diversity, so as to enhance the Board of Directors’ ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board of Directors to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NASDAQ listing requirement.

The Nominating and Governance Committee identifies potential nominees by asking current directors and executive officers to notify the Nominating and Governance Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board of Directors. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates and pay any corresponding fees for such services. As described above, the Nominating and Governance Committee will also consider candidates recommended by stockholders. In 2021, Ms. Fandozzi and Mr. Sweet were identified as candidates by the Nominating and Governance Committee based upon their qualifications described under Item 1 – Election of Directors, above.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the Nominating and Governance Committee may collect and review publicly available information regarding the candidate to assess whether the candidate should be considered further. If the Nominating and Governance Committee determines that the candidate warrants further consideration, the chairman or another member of the Nominating and Governance Committee contacts the candidate. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors, the Nominating and Governance Committee requests information from the candidate, reviews the candidate’s accomplishments and qualifications, including in light of any other candidates that the Nominating and Governance Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Nominating and Governance Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.

26 Trimble | Proxy Statement for the 2022 Annual Meeting of Stockholders

NON-EMPLOYEE DIRECTOR COMPENSATION

Our non-employee directors (“Outside Directors”) receive compensation according to the terms of the Board of Directors Compensation Policy (“Board Compensation Policy”). The policy was approved by the Board of Directors following recommendation of the Compensation Committee in consultation with its external compensation consultant, utilizing benchmarking against peer group companies. Under the Board Compensation Policy that was in effect for fiscal 2021, Outside Directors were eligible to receive the following (note that the policy has since been amended, as described below under “Changes to Non-Employee Director Compensation and Stock Ownership Guidelines Effective for Fiscal 2022”):

•an annual cash retainer of $60,000, payable on a quarterly basis, for each one-year period starting July 1 and ending June 30; and

•upon election or re-election at the annual meeting of stockholders, a restricted stock unit (“RSU”) award for that number of shares of the Company’s common stock determined by dividing the target dollar amount of $277,000 by the 20-day average of the Company’s closing stock price ending on the date of grant.

In addition, our Outside Directors are reimbursed for local travel expenses or paid a fixed travel allowance based on the distance to the meeting, and reimbursed for other necessary business expenses incurred in the performance of their services as directors of the Company.

The RSU awards vest in full after one year. If an Outside Director is appointed or elected to the Board of Directors at a time other than the annual meeting, the initial RSU award will be prorated to account for the number of months that have already elapsed since the last annual meeting. If an Outside Director resigns or voluntarily terminates service as a member of the Board of Directors, any unvested RSU award shall vest at such time on a pro rata basis based upon the number of months of service since the last annual meeting of stockholders.

The target dollar amount for determining the number of RSU shares may be revised based upon appropriate compensation benchmarks presented to and approved by the Compensation Committee and the Board of Directors. The target dollar amount was revised for 2022, as described below under “Changes to Non-Employee Director Compensation and Stock Ownership Guidelines Effective for Fiscal 2022”

Non-Employee Director Compensation Table

The table below shows the compensation earned by each Outside Director in the fiscal year ended December 31, 2021. Mr. Berglund and Mr. Painter are not Outside Directors and they receive no additional compensation for their service as directors. Their compensation from the Company is fully reflected in the “Summary Compensation Table” set forth later in this proxy statement.


Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Total($)
James C. Dalton	60,000	253,714	313,714
Börje Ekholm	60,000	253,714	313,714
Ann Fandozzi (3)	15,000	241,595	256,595
Kaigham (Ken) Gabriel	60,000	253,714	313,714
Merit E Janow (4)	30,000	—	30,000
Meaghan Lloyd	60,000	253,714	313,714
Sandra MacQuillan	60,000	253,714	313,714
Ronald S. Nersesian (4)	30,000	—	30,000
Mark S. Peek	60,000	253,714	313,714
Thomas Sweet (5)	—	—	—
Johan Wibergh	60,000	253,714	313,714

(1) The amounts in this column represent a cash retainer, paid quarterly. Amounts shown may include amounts earned during the fiscal year but paid after fiscal year end.

(2) The amounts in this column represent the grant date fair value of RSU awards granted to each director re-elected at the 2021 annual meeting of stockholders (or, in the case of Ms. Fandozzi, upon her appointment to the Board). The grant date fair value, calculated pursuant to Topic 718 of the Financial Accounting Standard Board’s Accounting Standards

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Codification, was estimated based on the closing price of our common stock on the date of grant. At fiscal year end, the directors held the following numbers of outstanding unvested RSUs: Ms. Fandozzi, 2,682, and each other Outside Director listed in the table (besides Ms. Janow, Mr. Nersesian, and Mr. Sweet – see footnotes 4 and 5 below), 3,436.

(3) Ms, Fandozzi, who became a member of the Board of Directors effective August 16, 2021, received cash Board fees for one quarter of 2021, and received a grant of RSUs at the time of her appointment.

(4) Ms. Janow and Mr. Nersesian each retired from the Company’s Board of Directors effective as of May 12, 2021.

(5) Mr. Sweet became a member of the Board of Directors effective January 15, 2022.

Non-Employee Director Stock Ownership Guidelines

In February 2013, we adopted a policy that required each Outside Director to own a minimum number of shares of the Company’s common stock equal to a value of $200,000 to help align the personal interests of the directors with the interests of stockholders. This value increased to $350,000 in fiscal 2022, as described in the section immediately below. The shares counted toward the ownership guidelines include shares owned directly and indirectly, provided there is an economic interest in the shares. New directors have five years from appointment to meet the minimum stock ownership level. All of the Outside Directors to whom the minimum ownership levels apply have met the requirement as of the Record Date.

Changes to Non-Employee Director Compensation and Stock Ownership Guidelines Effective for Fiscal 2022

In 2021, the Compensation Committee, with the assistance of its external compensation consultant, performed a review of the Board Compensation Policy with benchmarking against peer group companies, and recommended changes to the policy, which the Board of Directors adopted in February 2022. The changes (i) increased the annual cash retainer, which is payable in quarterly installments, by $5,000, from $60,000 to $65,000, commencing with the Company’s third quarter, and (ii) increased the annual equity grant, which is in the form of a grant of RSUs, by $8,000, from $277,000 to $285,000. This will result in an increase of $13,000 to Outside Director annual compensation, from $337,000 to $350,000, effective for fiscal 2022.

The Board of Directors also approved an amendment to the Company’s Director Stock Ownership Guidelines to increase the required minimum share ownership for members of the Board by $150,000, from $200,000 to $350,000.

The amended Board Compensation Policy was filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑

SEC Form DEF 14A filed by Trimble Inc.