Kaigham (Ken) Gabriel

About 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 .