trmb-20250430

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. )

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

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Transforming the Way the World Works


									2025
									NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT


Trimble – Transforming the Way the World Works
Trimble is transforming the way people move, build and live. Core technologies in positioning, modeling and data analytics connect the digital and physical worlds to improve our customers’ productivity, quality, safety, transparency and sustainability.

TRIMBLE INC.

Notice of Annual Meeting of Stockholders




When:	Where:	Who Can Vote:
Tuesday, June 17, 2025	Virtually via the internet at	Stockholders of record at the close of business on:
5:00 p.m. Mountain time	www.virtualshareholdermeeting.com/TRMB2025
Online check-in: 4:45 p.m. Mountain time		April 21, 2025

Items of Business and Board Voting Recommendations


1	Election of directors	FOR each of the nominees
2	Advisory vote to approve executive compensation (“Say on Pay”)	FOR
3	Ratification of appointment of independent registered public accounting firm	FOR

Your Vote is Important

All stockholders are cordially invited to attend the annual meeting via the internet. Instructions on how to participate in the meeting are posted at the internet link shown above. 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.

Thank you for being a stockholder of Trimble.

For the Board of Directors,

Börje Ekholm, Chairperson of the Board

April 30, 2025

TRIMBLE INC.

Proxy Statement

for the 2025 Annual Meeting of Stockholders

Table of Contents


Introduction			Executive Compensation
	Information Regarding the Meeting	1		Named Executive Officers	24
	Executive Overview	2	Proposals	Compensation Discussion and Analysis	25
	Our Business	2		Introduction	25
	Company Performance Highlights	2		Overview of Executive Compensation	28
	Sustainability	5		Details of 2024 Executive Compensation	34
	Executive Compensation Philosophy, Policies and Practices	9		Other Executive Compensation Matters	41
				Compensation Committee Report	44
	C orporate Governance	7		Executive Compensation Tables	45
	Corporate Governance Highlights	7		Post-Employment Compensation	51
	Stockholder Communications with the Board	9		CEO Pay Ratio	55
	Stockholder Engagement	9		Pay versus Performance	56
	Director Independence	9
	Certain Relationships and Related Transactions	10	Proposals
				Item 1. Election of Directors	59
Board Matters				Item 2. Advisory Vote to Approve Executive Compensation	60
	Board and Committee Structure	11
	Board Leadership Structure; Oversight and Risk Management	11		Item 3. Ratification of Appointment of Independent Registered Public Accounting Firm	61

	Board Meetings a nd Att endance	11
	Committee Membership	12	Other Information
	Audit Committee	12		Info rmation Regarding P re vious Indepen dent Reg istered P u blic Accounting Firm	62
	People & Compensation Committee	13
	Nominating and Corporate Governance Committee	14		Audit Committee Report	63
				Security Ownership	64
	Directors	16		Section 16(a) Reports	66
	Nominees for Election	16		Equity Compensation Plan Information	66
	Non-Employee Director Compensation	22		General Information	67
	Non-Employee Director Stock Ownership Guidelines	23		Information Concerning Solicitation and Voting	67
				Internet Availability of Proxy Materials	68
				Deadline for Receipt of Stockholder Proposals	68
				Additional Information	69

				Appendix A: Reconciliation of GAAP to Non‑GAAP Financial Measures	A-1

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INFORMATION REGARDING THE MEETING

The enclosed proxy is solicited on behalf of the board of directors (the “Board of Directors” or “Board”) of Trimble Inc., a Delaware corporation (“Trimble” or the “Company”), for use at the Company’s annual meeting of stockholders (the “Annual Meeting”), to be held live via the internet, on June 17, 2025, at 5:00 p.m. Mountain time, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The record date for the Annual Meeting is April 21, 2025 (the “Record Date”). This proxy statement and the form of proxy card were first sent or made available to stockholders on approximately April 30, 2025.

The proxy materials for the Annual Meeting, which include this notice of annual meeting and proxy statement and our annual report to stockholders, have been made available to our stockholders in a number of ways:

•If you requested electronic delivery, an email was sent to you containing voting instructions and links to access the proxy materials on the internet, which are also available at investor.trimble.com/annuals-and-proxies.

•If you requested full printed materials, a paper copy of our proxy materials was mailed to you, along with a proxy card.

•In all other cases, a notice of internet availability of proxy materials (“Notice of Internet Availability”) was mailed to you, containing instructions on how to vote and how to access the proxy materials, along with instructions on how to receive a paper copy of our proxy materials if you prefer.

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/TRMB2025. Our Board annually considers the appropriate format of our annual meeting. In 2025, we will only be hosting the Annual Meeting via live webcast on the internet. Hosting the Annual Meeting via the internet provides expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting also 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 the virtual meeting format to 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, which 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. Mountain 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. Mountain time, and you should allow ample time for the check-in procedures.

The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/TRMB2025.

Proxy Statement for the 2025 Annual Meeting of Stockholders | Trimble 1

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EXECUTIVE OVERVIEW

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 performance in fiscal year 2024 (“fiscal 2024” or “2024”), please review our Annual Report on Form 10-K for the year ended January 3, 2025.

Our Business

Trimble is transforming the ways people move, build and live. Core technologies in positioning, modeling and data analytics connect the digital and physical worlds to improve our customers' productivity, quality, safety, transparency and sustainability.

Company Performance Highlights

Fiscal 2024

2024 was a transformative year for Trimble. We simplified and focused the Company through portfolio moves and re-segmentation. We also delivered for our customers while strengthening the Company, as evidenced by record levels of software as a percent of total revenue, and record levels of annualized recurring revenue (“ARR”), gross margin and profitability.

Our Connect & Scale strategy connects digital and physical workflows across targeted industry segments and creates scale across Trimble through shared technology platforms. In 2024, we continued to advance this strategy, investing in people, process, and technology. We divested a number of businesses that are not core to our Connect & Scale strategy and we acquired companies that will accelerate our Connect & Scale strategy. We also continued to develop the competitive strengths of our core businesses and their platform solutions in line with our Connect & Scale strategy.

Progress on the execution of our Connect & Scale strategy is reflected in our financial results for 2024:

•We recorded revenue of $3.68 billion, down 3% overall due to divestitures, but up 5% on an organic basis.

•We continued to experience a shift toward a more significant mix of recurring revenue, with ARR reaching $2.26 billion in the fourth quarter of the year, up 14% year over year, both overall and organically. This shift toward recurring revenue has positively impacted our revenue mix, growth, and profitability over time and is leading to improved visibility in our businesses.

•GAAP gross margin rose from 61.4% to 65.1% and non-GAAP gross margin rose from 64.7% to 68.2%.

•Our operating income for the year was $461 million on a GAAP basis, representing 12.5% of revenue, and $937 million on a non-GAAP basis, representing 25.4% of revenue. Our adjusted EBITDA for the year was $1.0 billion, representing 27.2% of revenue.

•We finished the year with software, services, and recurring revenue representing 76% of total Company revenue.

•We repurchased $175 million of common stock.

Organic revenue growth, non-GAAP gross margin, and adjusted EBITDA are non-GAAP financial measures. Please see Appendix A to this proxy statement for definitions of these measures and a reconciliation of GAAP to non‑GAAP financial measures. In addition to providing non-GAAP financial measures, we disclose ARR, a performance metric that is also defined in Appendix A, to give investors a supplementary indicator of the value of our current recurring revenue contracts.

Other highlights for the year include:

•We closed on the joint venture with AGCO, in which we contributed most of our precision agriculture business to a newly formed joint venture, of which we retain a 15% ownership stake.

•We entered into a definitive agreement with Platform Science (completed in early 2025), under which we sold our mobility business but obtained ownership, or rights to acquire, 32.5% of Platform Science’s expanded business.

•We announced new reporting segments, which better align with how management manages, and how investors evaluate, our business.

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•We held our annual Dimensions user conference, which focuses on the engineering and construction industry; our Insight tech conference, “where technology meets the road”; and our Transporeon Summit, which brings together the key players in freight management and movement; with more than 8,500 registered attendees at these events.

Financial highlights for 2024 included:


	2024	Change vs. 2023	Notes
Total revenue	$3.68 billion	q 3%	Organic growth p 5%
Software, services and recurring revenue	76% of total revenue	p vs. 67% in prior year
Annualized recurring revenue	$2.26 billion for the fourth quarter	p 14% compared to fourth quarter of prior year	Organic growth p 14% compared to fourth quarter of prior year
Operating income	$461 million GAAP	p 3%	12.5% as a % of revenue vs. 11.8% in prior year
	$937 million non-GAAP	flat	25.4% as a % of revenue vs. 24.6% in prior year
Adjusted EBITDA	$1.0 billion	q 1%	27.2% as a % of revenue vs. 26.6% in prior year


Net income	$1.50 billion GAAP	p 383%	40.8% as a % of revenue vs. 8.2% in prior year
	$704 million non-GAAP	p 6%	19.1% as a % of revenue vs.17.5% in prior year
Diluted net income per share	$6.09 GAAP	p vs. $1.25 in prior year
	$2.85 non-GAAP	p vs. $2.66 in prior year
Operating cash flow	$531 million	q vs. $597 million in prior year
Repurchase of common stock	$175 million		$100 million in prior year

See Appendix A to this proxy statement for a reconciliation of GAAP to non-GAAP financial measures, including operating income, net income, diluted net income per share, adjusted EBITDA, and organic revenue growth, along with a definition of annualized recurring revenue.

Long-term performance

Since 2019, Trimble’s revenue, annualized recurring revenue, GAAP operating income, and adjusted EBITDA have grown at compound annual growth rates of 2%, 14%, 4%, and 6%, respectively, illustrating the Company’s long-term growth trajectory over time.

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

Proxy Statement for the 2025 Annual Meeting of Stockholders | Trimble 3

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Long-term growth strategy

Our growth strategy is centered on multiple elements:

•Execute on our Connect & Scale strategy. We continue to focus on executing our multi-year platform strategy. This strategy contains two elements.

◦The first element, Connect, is about connecting more customer workflows, industry lifecycles, 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, making more of our solutions available on a subscription basis, and incorporating AI capabilities. For example, our flagship design and construction platform solution, Trimble Connect, enables entire project teams to collaborate in real-time between the office and the field to make efficient decisions around the same data-rich design model enhanced by our cloud capabilities.

◦The second element, Scale, is about investing in the people, processes, and technologies that are necessary to streamline and standardize our internal processes, providing a seamless experience for our customers as they engage with our connected solutions, and enabling us to continue to grow our business efficiently and effectively for many years into the future.

•Deliver customer outcomes that can enable productivity, quality, safety, transparency, and environmental sustainability. Across our business segments, our technological solutions deliver customer value through digital transformation, replacing legacy methods to improve productivity, first-time quality, worker safety, operational transparency, and sustainability. Our construction and transportation management systems enable customers to optimize their business operations while gaining better operational insight and transparency to facilitate more informed decision-making. Our online, multi-sided marketplace solutions provide better real-time insight into market pricing and availability, while the deployment of AI across our solutions increases customer productivity through task and process automation. Our field solutions automate tasks and improve first-time quality, while improving operator safety, and the connection of data flows and workflows between field and office and across stakeholders facilitates operational efficiency and transparency. By delivering productivity and efficiency gains, avoiding rework, and enabling more sustainable designs, Trimble solutions also deliver sustainability advantages for our customers, reducing the use of fuels and other inputs, which delivers both reduced cost and lower carbon emissions.

•Focus on software and services. Software and services targeted for the needs of vertical end markets are fundamental elements of our solutions and are core to our growth strategy. Our software is connecting stakeholders across the industry lifecycle continuums of our served industries. Together, our software and services solutions integrate and optimize additional workflows for our customers, with increasing use of AI, thereby improving their work productivity, and in the case of subscription, maintenance, and support services, also provide us with enhanced business visibility over time. Professional services constitute an additional customer offering that helps our customers integrate and optimize the use of our offerings in their environment.

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•Address 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. Our core industries, such as construction and transportation, are each multitrillion-dollar global industries that operate in demanding environments with technology adoption in the early phases relative to other industries. With the growth in mobile and cloud computing capabilities, the increasing technological know-how of end users, and compelling return on investment, we believe many of our markets continue to be attractive for substituting Trimble’s technology and solutions in place of traditional operating methods.

•Capitalize on 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 to industry ecosystems by developing domain expertise and heavily reinvesting in research and development (“R&D”) and acquisitions. We currently have over 1,000 unique patents reflective of our technology portfolio and deep domain knowledge to deliver specific, targeted solutions quickly and cost-effectively to each of the vertical markets we serve. Our patent portfolio is continuously updated with new patent grants that emerge from our investments in R&D. We look for opportunities where the opportunity for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions.

•Drive geographic expansion with a 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. Products are sold in more than 170 countries through dealers, joint ventures, original equipment manufacturers (“OEMs”), and other channels throughout the world, as well as direct sales to end users. Sales are supported by our own offices located in over 40 countries around the world.

•Optimize 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. These go-to-market capabilities include: independent dealers; joint ventures, including with Caterpillar, AGCO, and Nikon; OEM arrangements; distribution alliances with key partners; and direct sales to end users. This combination of channels provides us with broad market reach and localization capabilities to effectively serve our markets.

•Pursue strategic and targeted acquisitions, divestitures, joint ventures, and investments. 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. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy.

Sustainability

We value sustainability, and we are taking action to harness our potential to address global challenges. Inspired by our mission of “Transforming the Way the World Works,” and fueled by the dedication of our employees, we are working to build momentum and strive for continual improvement and measurable progress in shaping a sustainable future. We believe our efforts will strengthen our company, making it more resilient and better equipped to address our most urgent environmental and social challenges, while creating even greater benefits for the customers and stakeholders we serve.

The Board ultimately oversees our sustainability strategy, although each standing committee of the Board addresses various sustainability matters and the charter of the Nominating and Corporate Governance Committee includes oversight regarding the Company’s strategies, programs, initiatives and policies for sustainability and corporate governance. In fulfilling this role, the Nominating and Corporate Governance Committee engages with management on such matters, and develops and recommends to the Board corporate governance principles applicable to the Company and oversees the implementation of these principles.

Sustainability is deeply integrated into our business strategy, threaded throughout our products and solutions and our people and culture. It’s what guides our innovations and investments. It’s what drives us to build resilience for our company and our customers, to foster our people and culture, and to lead with integrity in all that we do.

Proxy Statement for the 2025 Annual Meeting of Stockholders | Trimble 5

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Building Resilience

•Enable customers to adapt, grow and thrive in the face of change

•Driving decarbonization in our own operations and supply chain

People and Culture

•Guided by our values of Belong, Grow, and Innovate

•Activated by our leadership capabilities of Inspire, Engage and Achieve

Leading with Integrity

•Corporate and Sustainability Governance

•Ethical Business Practices

•Privacy and Cybersecurity

Building Resilience. We build resilience for our customers, our company, and our supply chain. Our technologies in positioning, modeling, and data analytics help our customers take meaningful, precise action, including for sustainability challenges. By connecting the physical and digital worlds, our solutions provide the information to make the right decisions at the right time. We are working throughout our value chain, with suppliers and customers, as well as within our own operations, toward a more sustainable future.

People and Culture. Guided by our values of Belong, Grow, and Innovate, our community of talented and innovative employees creates opportunities for our customers and community members to thrive. Our focus on our values enables our employees to do their best work and empowers them to better solve complex problems for our customers and the communities that we serve.

Leading with Integrity. We are dedicated to leadership principles that ensure excellence in all we do. Through transparency, good governance, and a deep commitment to sustainability and ethics, we continue operating from a strong foundation of integrity now and in the future.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

Corporate Governance Framework

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

•We actively engage our stockholders for feedback.

•We adopted an amendment to our bylaws in December 2023 to adopt a majority voting standard for the election of directors, rather than a plurality voting standard (although contested elections will continue to be governed by plurality voting).

•In the amendment to our bylaws, we added a provision giving stockholders a proxy access right.

•We have no supermajority voting requirements.

•Our Board of Directors has an independent chairperson.

•We focus on Board refreshment and strive for a broad mix of skills and perspectives. More than half of our directors have less than five years of current tenure and a third of our directors are female and/or ethnically diverse.

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

•We have established a succession planning process and we actively plan for executive succession on an ongoing basis.

•We have no single-trigger full vesting arrangements upon a change in control, and no excise tax gross‑up.

•The Board of Directors has overall responsibility for the oversight of risk management for the Company.

•The Board of Directors oversees cybersecurity risk at the Company, with the Audit Committee receiving regular updates on cybersecurity risk management.

•Oversight of the Company's financial matters and related risks lies with the Audit Committee.

•In setting compensation, our People & Compensation Committee considers the risks to our stockholders and the Company as a whole.

•The Company's corporate governance principles are overseen by the Nominating and Corporate Governance Committee and set forth in our publicly available Corporate Governance Guidelines.

Proxy Statement for the 2025 Annual Meeting of Stockholders | Trimble 7

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Board Composition and Skills

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 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 sustainability and corporate governance initiatives, including long-term sustainability and value creation, and public company governance oversight

Our Board strives to maintain a broad mix of skills, experience, and perspectives. Our Directors have a range of tenures on the Board, as shown in the chart below, with an average tenure of 7.4 years.

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Executive Compensation Philosophy, Policies and Practices

Our executive compensation philosophy is based on our continuing objective of attracting and retaining exceptional people and fostering and supporting a pay-for-performance culture. We have designed our executive compensation program to closely align with the interests of our stockholders. A substantial portion of executive compensation is “at risk” based on our performance, with a significant weight toward long-term equity awards tied closely to stockholder returns and long-term objectives. Our executives are required to hold a minimum ownership level of our common stock and are prohibited from engaging in hedging or pledging activities with our common stock. Our compensation programs are designed to promote performance without incentivizing our executives to take excessive risk, and executive compensation is subject to a “clawback” policy, which allows for the recovery of certain compensation in the event of a material restatement of our financial results or certain misconduct by an executive officer.

As discussed in detail under “Compensation Discussion and Analysis” later in this proxy statement, we provide very limited executive-only benefits, with no special pension arrangements or retirement plans (although we do have an Age & Service Equity Vesting Program, as described under “Post-Employment Compensation” later in this proxy statement). We provide no significant perquisites or other personal benefits for our executive officers, other than an annual executive physical exam, and no tax reimbursements or “gross up” payments, other than related to standard relocation benefits.

Stockholder Communications with the Board

The Board 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 committee of the Board) by mail in care of Board of Directors, Trimble Inc., 10368 Westmoor Dr, Westminster, CO 80021. Such communications should specify the intended recipient or recipients. The Corporate Secretary periodically will forward such communications or provide a summary to the Board or the relevant members of the Board.

Stockholder Engagement

Our Board values the opinions of our stockholders and carefully considers feedback received with regard to our governance practices, executive compensation program, and management of key sustainability and corporate governance 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 program in response to this input and based upon our ongoing review of best practices. These changes have included:

•Adopting a clawback policy, and updating the policy in 2023 to align with new rules regarding mandatory recovery of erroneously awarded compensation in the event of an accounting restatement, along with discretionary recovery of certa

SEC Form DEF 14A filed by Trimble Inc.