Börje Ekholm
Chairperson of the Board at TRMB
Board
About Börje Ekholm
Börje Ekholm, age 62, serves as independent Chairperson of Trimble’s Board and is President and CEO of Ericsson (since January 2017). He rejoined Trimble’s Board in 2020, having previously served from 2015–2017, and holds an MBA from INSEAD and an M.Sc. in Electrical Engineering from KTH Royal Institute of Technology in Stockholm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investor AB | President & CEO; Head of Private Equity; Member of Management Group | 1992–2017 (various roles); President & CEO 2005–2015 | Led investment strategy across holdings; built venture platform (Investor Growth Capital/Novare Kapital) |
| Patricia Industries (Investor AB unit) | CEO | May 2015–Jan 2017 | Oversaw wholly- and partner‑owned companies, financial investments |
| Novare Kapital | Founder & Manager | 1995–1997 | Early-stage VC firm owned by Investor AB |
| Nasdaq OMX | Chairman of the Board (former) | Not dated | Capital markets governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ericsson | President & CEO; Director | Jan 2017–present | Multinational networking/telecom company |
| Alibaba Group | Director | Retired Mar 2022 | Prior board role; retired 2022 |
| Nasdaq | Director | Resigned May 2017 | Prior board role |
| Swedish American Chamber of Commerce New York | Board Member | Current | Non-profit/industry network |
Board Governance
- Role: Independent Chairperson of Trimble’s Board; presides at executive sessions, sets agendas, recommends committee assignments; Board separates CEO and Chair roles .
- Committee memberships: Member, People & Compensation Committee (chair is Johan Wibergh) .
- Independence: Board determined all directors except CEO Robert Painter are independent under Nasdaq rules .
- Attendance: Board met 6 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Compensation oversight: People & Compensation Committee retains independent advisor Mercer; independence reviewed and no conflict determined; Mercer fees $440,194 for executive comp services in 2024 and $2,210,357 for other services via Marsh & McLennan affiliates .
Fixed Compensation
| Component (Director) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly |
| Equity (RSUs) grant-date fair value | $307,470 | RSU award at 2024 annual meeting; number of shares based on $285,000 target divided by 20-day average price; vest in full after one year; 4,952 unvested RSUs outstanding at fiscal year-end |
| 2024 total director comp | $372,470 | Cash + stock awards |
| Supplemental chair retainer (new) | $100,000 | Begins Q3 2025 for Chair of Board; payable quarterly |
Performance Compensation
Trimble does not use performance-based pay for non-employee directors; director equity is time-based RSUs vesting after one year . For governance context, the People & Compensation Committee (of which Ekholm is a member) oversees executive PRSU metrics:
| Executive PRSU Metric | Weight | Measurement Period | Threshold/Target/Max | 2022 Grant Outcomes |
|---|---|---|---|---|
| Relative TSR vs S&P 500 | 50% in 2024 grants (equal to ARR) | 3 years | 25th/50th/75th percentile → 50%/100%/200% payout; 90-day averaging used | TSR ranked 26th percentile → 51.8% payout |
| ARR Growth (CAGR) | 50% in 2024 grants (equal to TSR) | 3 fiscal years | 5%/11%/17% CAGR → 0%/100%/200% payout; adjusted for M&A/currency | Adjusted ARR CAGR 14.4% → 156.5% payout |
| Sustainability/People Modifier (2022 only) | ±10% | 3 calendar years | Applied multiplicatively; capped at 200% unless TSR top quartile | Estimated +1.3% modifier → combined payout ~105.5% |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Ericsson | CEO & Director | No Trimble related-party transactions disclosed; monitor for potential commercial ties |
| Alibaba Group (prior) | Prior Director | Ended Mar 2022 |
| Nasdaq (prior) | Prior Director/Chairman | Resigned May 2017 |
- Compensation committee interlocks: None—no Trimble executive serves on boards/comp committees of companies with executives on Trimble’s Board/Comp Committee .
Expertise & Qualifications
- Operational leadership of global technology firm (Ericsson CEO); venture and private equity expertise (Investor AB/Patricia Industries); telecommunications, networking, and innovation background; advanced technical degree (EE) and MBA .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Included Unissued Shares Vesting ≤60 Days | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Börje Ekholm | 61,634 | 4,952 RSUs | <1% | Based on 238,582,419 shares outstanding; directors’ beneficial ownership includes near‑term vesting awards |
- Director stock ownership guidelines: Minimum value equal to 8x annual cash retainer ($520,000); all outside directors met the requirement as of Record Date .
- Hedging/pledging: Prohibited for directors and employees under Insider Trading Policy; pledging transactions are disallowed .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| N/A (Proxy disclosure) | Section 16(a) compliance | — | — | — | Company states all required Section 16 filings were timely for FY2024; no specific Form 4 transactions listed in proxy |
Governance Assessment
- Strengths: Independent Chair structure; robust independence determination; strong director ownership guidelines with full compliance; prohibition on hedging/pledging; clawback policy updated to align with SEC/Nasdaq; shareholder support evidenced by 92.9% Say-on-Pay approval in 2024 .
- Potential conflicts and monitoring:
- Dual role as Ericsson CEO while serving as Trimble’s independent Chair could pose time-commitment and potential commercial conflict risks if Trimble/Ericsson engage in transactions; however, Trimble discloses related-party review processes and reported no material related-party transactions in the proxy .
- Compensation advisor independence: Mercer’s additional services are sizable but committee documented independence and safeguards; continue monitoring advisor conflicts annually .
- Attendance and engagement: Meets attendance standards; chair presides at executive sessions, suggesting active oversight .
RED FLAGS to watch: Any future related-party transactions involving Ericsson or Investor AB affiliates; deviations from prohibitions on hedging/pledging; material shortfalls against director ownership guidelines; compensation advisor conflicts if scope expands .
Compensation Peer Group (committee oversight context)
| Peer Companies (2024) |
|---|
| ANSYS; Aspen Technology; Autodesk; Bentley Systems; Cadence; F5; Fortive; Juniper; Keysight; PTC; Rockwell Automation; Roper Technologies; Samsara; Splunk*; SS&C; Synopsys; Zebra Technologies |
*Splunk acquired by Cisco in March 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 92.9% in favor; changes implemented include equal weighting of TSR and ARR in PRSUs, moving prior sustainability/people modifier to annual bonus program .