Jim Palermo
Chief Information Officer at TRMB
Executive
About Jim Palermo
Trimble appointed Jim Palermo as its first-ever Chief Information Officer on August 18, 2025, to drive IT infrastructure and digital transformation under the Connect & Scale strategy; he previously served as CIO at Red Hat and held senior roles at Cisco and Nortel . Palermo holds a computer science degree from William & Mary (reported by Muraena directory) . Company context for performance alignment: FY2024 revenue $3.68B (5% organic growth), ARR $2.26B (+14% y/y in Q4), GAAP operating income $461M, and adjusted EBITDA ~$1.0B, with long-term TSR outperformance vs the S&P 500 over 20 years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Hat | Chief Information Officer | 2022–2025 | Led SaaS business model transformation, launched global AI Center of Excellence, advanced hybrid cloud via Next Generation Data Center . |
| Cisco | Domain Architect – Content and Application Networking | 2005–2010 | Enterprise architecture across app networking; foundation for large-scale infrastructure modernization . |
| Nortel Networks | DBA and Systems Engineer | 1995–2005 | Mission-critical systems engineering and data operations supporting global networks . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elevate Your Career podcast | Featured guest | 2025 | Discussed AI risk/reward, full-stack engineering skills, and responsible development for enterprise IT . |
Fixed Compensation
- Not disclosed in SEC filings or Trimble investor materials as of appointment; no Item 5.02 compensation terms filed for Palermo and no Form 3 located .
Performance Compensation
- Executives participate in Trimble’s pay-for-performance programs emphasizing annual cash bonuses (TOP) and long-term equity (PRSUs/RSUs/Options), with corporate metrics focused on revenue, adjusted EBITDA, and ARR and no incentives to take excess risk .
Annual Bonus Structure (Corporate Metrics – FY2024 reference framework)
| Metric (weight) | Threshold (0.5x) | Target (1.0x) | Maximum (2.0x) | Actual | Payout rate |
|---|---|---|---|---|---|
| Revenue (20%) | $3,494M | $3,640M | $3,822M | $3,711M | 1.39x |
| Adjusted EBITDA (40%) | $896M | $963M | $1,050M | $1,001M | 1.44x |
| ARR (40%) | $2,117M | $2,205M | $2,293M | $2,282M | 1.87x |
| Combined corporate payout | 1.602x or 160.2% |
- Non-financial modifier up to ±10% based on strategic OKRs; CEOs and sector heads used it in 2024 (modifier specific to Palermo not disclosed) .
Long-Term Incentive Structure (Design reference – FY2024)
| Component | Vesting | Performance basis | Notes |
|---|---|---|---|
| PRSUs (50% non-CEO, 60% CEO) | Single vest on Apr 15, 2027 | 50% 3-year relative TSR vs S&P 500; 50% 3-year ARR growth | Payout 0–200% per metric, combined up to 200% . |
| RSUs (37.5% non-CEO, 25% CEO) | 3 equal annual tranches | Time-based | Retention-focused . |
| Stock Options (12.5% non-CEO, 15% CEO) | 3 equal annual tranches | Stock price appreciation | 10-year term; exercise at grant-day close . |
Equity Ownership & Alignment
- Stock ownership policy: CEO 8× salary; other executive officers 3×; Chief Accounting Officer 2×; 5-year compliance window; mandatory 50% after-tax share retention until thresholds met .
- Clawback policy (amended 2023): mandatory recovery for restatements and discretionary recovery for misconduct causing restatement; applies to Section 16 officers; acknowledgment required .
- Hedging and pledging prohibited for executives and directors under the Insider Trading Policy .
- Palermo’s beneficial ownership, vested/unvested equity, and any pledging/hedging: not disclosed; no Form 3 located post-appointment .
Employment Terms
- Start date: August 18, 2025; role created to accelerate Connect & Scale IT backbone and digital workflows .
- Severance/Change-in-control: Company maintains Executive Severance Agreements for executive officers, with no single-trigger full vesting and no excise tax gross-up; Palermo-specific agreement not yet filed .
- Non-compete, non-solicit, garden leave, post-termination consulting: not disclosed for Palermo .
Compensation Peer Group (2024 framework reference)
| Peers (selection) |
|---|
| ANSYS; Aspen Technology; Autodesk; Bentley Systems; Cadence Design Systems; F5; Fortive; Juniper Networks; Keysight Technologies; PTC; Rockwell Automation; Roper Technologies; Samsara; Splunk*; SS&C Technologies; Synopsys; Zebra Technologies . |
| *Splunk acquired by Cisco in March 2024 . |
Company Performance Context (alignment backdrop)
| Metric | FY2024 |
|---|---|
| Revenue ($B) | $3.68 |
| ARR ($B, Q4) | $2.26 |
| GAAP Operating Income ($M) | $461 |
| Adjusted EBITDA ($B) | ~$1.0 |
| Software/services/recurring as % of revenue | 76% |
| Long-term TSR | Outperformed S&P 500 over 20 years |
Additional momentum: Q3 2025 revenue $901.2M (+3% y/y; +10% organic), ARR $2.31B (+6% y/y; +14% organic), adjusted EBITDA $269.4M, and raised full-year 2025 guidance .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Outcome |
|---|---|
| Say-on-Pay approval | 92.9% “For” |
| Program adjustments | Equal PRSU weighting on TSR and ARR; removed sustainability/people modifier; added non-financial bonus modifier . |
Investment Implications
- Role significance: First-ever CIO appointment signals high priority on digital infrastructure and workflow connectivity—likely key to driving ARR growth and margin expansion aligned with Connect & Scale .
- Alignment and safeguards: Strong governance—ownership requirements, clawback, hedging/pledging bans, and no single-trigger CIC—reduce agency risk; however, Palermo’s individual compensation terms and ownership are not yet disclosed, limiting visibility into pay-for-performance alignment and potential insider selling pressure .
- Performance backdrop: Trimble’s accelerating ARR and raised guidance in 2025 underpin incentive frameworks (revenue/ARR/EBITDA metrics) that should align executive incentives with recurring growth and profitability; monitor future filings (Form 3/4, 8-K 5.02, proxy) for Palermo-specific grants, vesting schedules, and ownership to refine retention and trading signal analysis .