Johan Wibergh
Director at TRMB
Board
About Johan Wibergh
Independent director of Trimble Inc. since 2018; age 61. Former Group Technology Officer and CIO of Vodafone (2015–2022) and long-time Ericsson executive (Executive VP and Head of Networks from 2008). Master in Computer Science from Linköping University; brings deep expertise in networks, wireless connectivity, cybersecurity, and cloud computing. Chairs Trimble’s People & Compensation Committee; also serves on the boards of BCE Inc. and AST SpaceMobile Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone | Group Technology Officer and Chief Information Officer | May 2015–Dec 2022 | Led global technology and IT; domain expertise in connectivity and cloud |
| Ericsson | Executive Vice President; Head of Business Unit Networks | From 2008 (earlier roles since 1997) | Senior leadership in telecom networks; international operations |
| Various IT companies | Management roles | Prior to 1997 | Technology leadership background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BCE Inc. | Director | Current | Not disclosed here |
| AST SpaceMobile Inc. | Director | Current | Not disclosed here |
| Privately held companies | Director | Current | Not disclosed here |
Board Governance
- Committee assignments: Chair, People & Compensation Committee; members are Ekholm, Lloyd, Nersesian, Wibergh. Committee held 5 meetings in 2024 and retains an independent advisor (Mercer), with authority to hire/terminate. Compensation committee interlocks: none.
- Audit Committee and Nominating & Governance Committee compositions disclosed; N&G chaired by Lloyd (4 meetings in 2024).
- Independence: Board determined all directors except CEO Robert Painter are independent (Wibergh is independent).
- Attendance: Board held 6 meetings in 2024; no director attended fewer than 75% of their Board/committee meetings; all incumbent directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Börje Ekholm); structured oversight of financial, cybersecurity, compensation risk, and sustainability across committees.
- Stockholder engagement: 2024 Say‑on‑Pay approved with 92.9% votes in favor (signal of compensation program support under Wibergh’s committee).
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly |
| Annual RSU grant target | $285,000 | Shares determined by $285k / 20‑day avg closing price; vests in full after one year |
| Chair supplemental retainer (from Q3 2025) | $20,000 | Applies to chair of People & Compensation Committee (Wibergh) |
| 2024 actual director comp | Fees: $65,000; Stock awards (grant‑date fair value): $307,470; Total: $372,470 | 2024 non‑employee director compensation table |
Performance Compensation
- Non‑employee director compensation is time‑based RSUs (no performance metrics); no options or PSU structures are disclosed for directors.
Other Directorships & Interlocks
- Current public company boards: BCE Inc.; AST SpaceMobile Inc. (telecom/satellite connectivity adjacency to Trimble’s positioning/geospatial domains; monitor for information flow).
- Committee interlocks: The proxy states none for the People & Compensation Committee (no reciprocal executive/director compensation interlocks).
- Related party transactions: Company discloses process and policy; no material related‑party transactions involving directors are disclosed.
Expertise & Qualifications
- Technology and operations executive, with leadership in network infrastructure, wireless, cybersecurity, and cloud computing; global business experience.
- Committee leadership: Chairs People & Compensation Committee overseeing executive pay, human capital, culture, engagement, talent, and retention strategies; retains independent advisor (Mercer) and reviews risk profile of compensation programs.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Record Date: Apr 21, 2025) | 36,792 shares | Includes 4,952 unissued shares scheduled to vest within 60 days; less than 1% of TRMB outstanding |
| Director ownership guideline | 8x annual cash retainer ($520,000 value) | All outside directors met requirement at Record Date |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging of company stock |
Insider trades and current positions
| Date | Form | Transaction | Qty | Price | Post‑txn ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025‑05‑30 | Form 4 | Exempt acquisition (settlement/vesting) | 4,952 | $71.66 | 36,792 common | Common Stock | https://www.sec.gov/Archives/edgar/data/864749/000086474925000164/0000864749-25-000164-index.htm |
| 2025‑06‑17 | Form 4 | RSU award grant | 3,974 | $0.00 | 3,974 RSUs | Restricted Stock Unit | https://www.sec.gov/Archives/edgar/data/864749/000086474925000191/0000864749-25-000191-index.htm |
Notes:
- Annual director RSU awards vest after one year; prorated if appointed off‑cycle; pro‑rata vesting upon voluntary departure.
- Security ownership table counts RSUs scheduled to vest within 60 days for beneficial ownership calculations.
Governance Assessment
- Strengths
- Independent status, strong attendance, and leadership as Compensation Chair; program backed by 92.9% Say‑on‑Pay approval, indicating investor confidence.
- Robust compensation governance: independent committee, independent consultant (Mercer), clawback policy aligned with SEC/Nasdaq, hedging/pledging prohibited, stock ownership guidelines met.
- Clear pay‑for‑performance for executives overseen by his committee, with balanced metrics (Revenue, ARR, Adjusted EBITDA) and TSR/ARR in PRSUs.
- Watch items
- Multiple outside board roles (BCE, AST SpaceMobile) may increase time commitments; monitor for any future related‑party exposure or overlapping commercial relationships; current proxy discloses no related‑party transactions.
- Chair retainer enhancement starting Q3 2025 aligns with workload but modestly increases cash proportion for committee chair (not a red flag given equity remains primary).
Overall signal: As Compensation Chair with strong technology and global operating credentials, Wibergh’s governance posture and committee practices support investor confidence; no disclosed conflicts, interlocks, or red‑flag transactions, and director ownership/anti‑hedging policies reinforce alignment.