James C. Dalton
Director at TRMB
Board
About James C. Dalton
James C. Dalton (age 70) is an independent director of Trimble Inc., serving since 2020. He is the retired Director of Civil Works for the U.S. Army Corps of Engineers (USACE), with prior leadership as Chief of USACE’s Engineering & Construction Division; he holds a B.S. in Architectural Engineering (North Carolina A&T State University) and an M.S. in Civil Engineering (North Carolina State University). His credentials include oversight of a $6B civil works program with 25,000+ staff, multilateral water policy engagements, and resilience-focused leadership across complex global construction environments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army Corps of Engineers | Director of Civil Works | Aug 2016 – Jan 2020 | Led policy, planning, design, construction, contingency ops, emergency response; directed $6B annual program; oversaw ~25,000 civilians |
| U.S. Army Corps of Engineers | Chief, Engineering & Construction Division | May 2007 – Aug 2016 | Led engineering and construction policies and programs across DoD, federal agencies, and 60+ nations |
| U.S. Office of Personnel Management | Senior Executive Service (SES) | Selected Jan 2005 | Senior federal executive designation |
| USACE (South Atlantic Division) | Regional Business Director / RIT Team Lead | Various | Regional integration leadership and business management |
| USACE (Gulf Region Division, Baghdad) | Director of Business Management | Various | Managed business operations in Iraq; project governance |
| USACE (Bosnia Project) | Project Manager | Various | Supported Operation Joint Guard |
| USACE (Saudi Arabia) | Engineer Roles | Various | Executed Saudi Arabia construction program assignments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UN Advisory Board High-Level Experts & Leaders Panel on Water & Disasters | USACE Representative | During USACE tenure | International water resilience advisory engagement |
| National/International Water Resources Committees | Member | During USACE tenure | Served on several committees (policy and resilience focus) |
| Public Company Boards | — | — | Other public boards: None |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; the committee met 4 times in 2024 and is chaired by Meaghan Lloyd .
- Independence: The Board determined all directors except the CEO (Painter) are independent under Nasdaq rules; Dalton is independent .
- Attendance and engagement: The Board held 6 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all current directors at the time attended the 2024 annual meeting .
- Years of service: Director since 2020 .
- Board leadership: Independent chair (Börje Ekholm) presides at executive sessions; committee oversight of risk, cybersecurity, compensation, and governance/sustainability is defined and active .
Fixed Compensation
| Component | 2024 Amount / Detail | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly |
| Equity RSU award (grant date fair value) | $307,470 | Annual grant upon election/re-election; number of shares determined from $285,000 target/20-day average price, but ASC 718 fair value reported above |
| Total | $372,470 | 2024 non-employee director compensation |
| Outstanding unvested RSUs at FY-end | 4,952 | As of fiscal year-end 2024 |
| Vesting schedule | RSUs vest in full after one year | Proration on resignation based on months served since prior annual meeting |
Performance Compensation
| Metric | Applicability to Director Pay | Source/Notes |
|---|---|---|
| Performance-based metrics (TSR/ARR) | None disclosed for directors; director RSUs are time-based only | RSUs vest time-based; no director options/performance awards disclosed |
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public company directorships | None | Per nominee biography |
| Compensation committee interlocks | None | No executive officer interlocks with companies having executives serving on Trimble’s Board or People & Compensation Committee |
Expertise & Qualifications
- Deep domain expertise in large-scale civil engineering, construction governance, and resilience/sustainability practices (water/land resource planning) .
- Global operations leadership across complex, multibillion-dollar programs; policy-level engagement in multilateral forums .
- Architectural and civil engineering education aligned to Trimble’s end-markets (design/construction) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 15,114 | Includes RSUs/options vesting within 60 days where applicable |
| Ownership as % of outstanding | <1% | “*” indicates less than 1% |
| Unissued shares scheduled to vest within 60 days | 4,952 | Counted toward beneficial ownership per SEC rules |
| Director stock ownership guideline | 8x annual cash retainer ($520,000) | Applies to outside directors |
| Guideline compliance | Met as of Record Date | All outside directors at the threshold met requirement |
| Hedging/pledging | Prohibited | Company policy bans hedging and pledging of equity securities |
Governance Assessment
- Board effectiveness: Dalton contributes domain oversight on construction, resilience, and sustainability as a member of the Nominating & Corporate Governance Committee, which oversees governance principles and sustainability strategy; committee met 4 times in 2024, evidencing active oversight .
- Independence and engagement: Independent under Nasdaq rules; general Board attendance thresholds were met, and annual meeting attendance was universal among sitting directors .
- Pay and alignment: Director pay uses a standard mix of modest cash retainer and time-based RSUs (no performance awards), with stringent stock ownership guidelines (8x retainer) that Dalton met; hedging/pledging prohibited, supporting alignment with shareholders .
- Conflicts/related-party exposure: Proxy outlines robust related-party review and approval processes; no specific related-party transactions are disclosed in Dalton’s biography or committee disclosures; compensation interlocks are reported as none, reducing conflict risk .
- Shareholder signals: Strong 2024 Say-on-Pay support (92.9% in favor), and continuous investor engagement note a constructive governance environment; while focused on executives, this reflects Board responsiveness and oversight quality .
RED FLAGS: None evident in proxy disclosures for Dalton. No overboarding, no pledging/hedging, independence affirmed, and director ownership guideline compliance reported .