Kaigham (Ken) Gabriel
TRIMBLEAbout Kaigham (Ken) Gabriel
Independent director since 2015 and member of Trimble’s Audit Committee; age 69; currently Chief Executive Officer of Pitt BioForge and founding director of Pitt’s Advanced Biomanufacturing Institute . He holds SM and ScD degrees in Electrical Engineering and Computer Science from MIT and has deep technology leadership experience spanning DARPA, Google ATAP/Motorola Mobility, Draper Laboratory, and Akustica . All directors other than the CEO are independent under Nasdaq rules, indicating Gabriel’s independence status . The Board met 6 times in 2024; no director fell below the 75% attendance threshold, and all current directors at the time attended the 2024 annual meeting, evidencing engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellcome Leap | Chief Operating Officer | 2020–2023 | Led engineering-life sciences initiatives delivering healthcare capabilities at accelerated timescales |
| The Charles Stark Draper Laboratory | President & CEO | 2014–May 2020 | Managed innovative solutions in national security, space, biomedical systems, energy |
| Google ATAP / Motorola Mobility | Deputy Director (ATAP) and Corporate VP | 2012–2014 | Advanced rapid innovation programs within ATAP; corporate leadership at Motorola Mobility |
| DARPA (DoD) | Deputy Director; Acting Director | 2009–2012 | Directed advanced defense technology programs |
| Akustica | Co‑Founder, Chairman, CTO | 2002–2009 | Commercialized MEMS audio devices and sensors; fabless semiconductor model |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pitt BioForge | Chief Executive Officer | Current | Operating an advanced biomanufacturing facility; founding director of Pitt’s Advanced Biomanufacturing Institute |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments: Audit Committee member; current members are Gabriel, Peek (Chair), Sprague, Sweet . Audit oversight includes financial reporting, internal controls, internal investigations, and cybersecurity risk management updates .
- Independence: Independent director under Nasdaq rules; all nominees except the CEO are independent .
- Attendance: Board held 6 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all current directors at that time attended the 2024 annual meeting .
- Leadership: Independent Chair (Börje Ekholm); Chair presides at executive sessions and coordinates independent directors .
- Audit Committee Report signatory: Gabriel signed the Audit Committee Report, indicating active engagement in audit oversight .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly |
| RSU grant (grant‑date fair value) | $307,470 | Annual RSU sized at $285,000 target divided by 20‑day average price; fair value measured at close on grant date |
| Total | $372,470 | Sum of cash + stock award |
| RSU vesting | — | RSUs vest in full after one year; pro‑rated vesting upon resignation based on months served since last annual meeting |
| Chair fee policy (effective Q3’25) | — | Supplemental annual cash: Board Chair $100k; Audit Chair $30k; People & Compensation Chair $20k; Nominating Chair $15k |
Director compensation is benchmarked by the People & Compensation Committee with Mercer using the same peer group applied for NEOs .
Performance Compensation
| Performance-linked components | Status | Vesting/Metrics |
|---|---|---|
| Director equity awards (RSUs) | Not performance‑based | One‑year time‑based vesting; no TSR/financial metric linkage disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Public company boards | None | No public board interlocks disclosed |
| Private/Academic roles | CEO, Pitt BioForge; Founding Director, Pitt Advanced Biomanufacturing Institute | No related‑party transactions with Trimble disclosed; Company reviews and discloses material related party transactions per policy |
Expertise & Qualifications
- Technology leadership across government (DARPA), big tech (Google/Motorola), non‑profit R&D (Draper), and entrepreneurial semiconductor commercialization (Akustica) .
- Advanced technical education (SM, ScD, MIT) in EECS; deep domain knowledge relevant to Trimble’s innovation focus .
- Audit literacy is implied via Audit Committee membership; Board notes all Audit members are financially sophisticated and can read core financial statements .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 29,402 |
| Ownership as % of shares outstanding | <1% (asterisked in table) |
| Unvested RSUs at FYE | 4,952 outstanding unvested RSUs (per director) |
| Director stock ownership guideline | 8x annual cash retainer ($520,000) |
| Guideline compliance | All Outside Directors met requirement as of Record Date |
| Hedging/Pledging | Prohibited under Insider Trading Policy; pledging barred due to risk to shareholder value |
Section 16(a) compliance: All required ownership change filings were timely during FY2024 .
Governance Assessment
- Strengths: Independent status; active Audit Committee role including cybersecurity oversight; signed Audit Committee Report; strong attendance and engagement; director equity aligned via ownership guidelines (8x retainer) with confirmed compliance; prohibition of hedging/pledging enhances alignment .
- Compensation structure: Simple, market‑benchmarked mix of cash retainer and one‑year RSUs; no performance modifiers, minimizing incentives for short‑termism at the board level .
- Conflicts/related parties: No related‑party transactions disclosed; Company maintains robust review and approval processes for any potential related‑party transactions .
- Signals: 2024 Say‑on‑Pay support at 92.9% indicates broad investor confidence in Trimble’s overall compensation governance; while NEO‑focused, it reflects board oversight quality of pay practices .
RED FLAGS: None disclosed for Gabriel. No pledging/hedging and no public board overlaps reduce conflict risk; attendance and audit engagement mitigate effectiveness concerns .