Kara Sprague
Director at TRMB
Board
About Kara Sprague
Kara Sprague (age 44) has served as an independent director of Trimble Inc. since 2024. She is Chief Executive Officer of HackerOne (since November 2024) and previously was Executive Vice President and Chief Product Officer at F5, with deep credentials in cloud services, cybersecurity, and product engineering. She holds BS and MEng degrees in Electrical Engineering and Computer Science and an MS in Technology and Public Policy from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5 | Chief Product Officer | 2022–2024 | Led product strategy across hybrid multi‑cloud application security and delivery |
| F5 | EVP, Application Delivery & Enterprise Product Operations | 2020–2022 | Drove operational execution across product lines |
| F5 | GM, Application Delivery Controller business | 2017–2020 | P&L responsibility; go‑to‑market and product leadership |
| McKinsey & Company | Various leadership roles; Managing Partner, TMT Practice (Western Region) | 13 years (dates not disclosed) | Led tech sector client engagements; strategy and transformation |
| Oracle; Agilent; Hewlett‑Packard | Engineering staff | Not disclosed | Early technical roles contributing to engineering foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HackerOne | Chief Executive Officer | Nov 2024–present | Cybersecurity solution provider |
| Public company boards | None | — | “Other public boards: None” |
Board Governance
- Committee assignments: Member, Audit Committee; not a chair. Audit Committee members are Gabriel, Peek (Chair), Sprague, Sweet .
- Independence: The Board determined all directors other than the CEO (Painter) are independent under Nasdaq rules; Sprague is independent .
- Financial sophistication: All Audit Committee members are financially sophisticated; the Board designated Peek and Sweet as “financial experts” .
- Attendance: The Board met 6 times in 2024; no director attended fewer than 75% of Board and committee meetings; directors are encouraged to attend annual meetings .
- Election support (signal): 2025 shareholder vote for Sprague—For: 204,844,361; Withheld: 1,060,175; broker non‑votes: 14,324,241—indicating strong support .
- Governance framework signals: Majority voting standard; proxy access; independent chair; no supermajority requirements; no single‑trigger full vesting or excise tax gross‑ups .
Fixed Compensation
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Cash retainer | $65,000 annual, paid quarterly | $65,000 |
| Equity retainer (RSUs) | Target $285,000 divided by 20‑day avg. price; vests in full after 1 year; prorated for off‑cycle appointments | $403,417 grant date fair value (includes pro‑rata initial RSUs) |
| Chair supplements (beginning Q3 2025) | Board Chair $100k; Audit Chair $30k; People & Comp Chair $20k; Nominating Chair $15k (quarterly) | Not applicable in 2024 |
| Meeting fees/perqs | No meeting fees disclosed; travel/business expense reimbursement | N/A |
Non‑employee director 2024 total compensation for Sprague: $468,417 (cash $65,000 + stock $403,417) .
Performance Compensation
| Metric | Structure | Applicability |
|---|---|---|
| Director equity metrics | Time‑based RSUs vest after 1 year; no performance metrics disclosed for directors | Not applicable |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None (public company boards) | — | — | None disclosed |
Note: Sprague is CEO of HackerOne; Trimble’s proxy discloses a related‑party review process but no specific related‑party transactions involving directors are disclosed .
Expertise & Qualifications
- Technical expertise: Cloud services, cybersecurity, application delivery; product engineering leadership .
- Industry experience: Senior executive roles at F5; 13 years consulting leadership at McKinsey across technology, media, telecom .
- Education: MIT—BS and MEng in EECS; MS in Technology & Public Policy .
- Board qualifications: Independence; Audit Committee membership; financially sophisticated .
Equity Ownership
| Item | Value/Detail |
|---|---|
| Total beneficial ownership (Record Date) | 6,810 shares; includes 4,952 unissued shares vested or scheduled to vest within 60 days |
| Ownership as % of shares outstanding | <1% (“*” in table indicates less than 1%) |
| Unvested RSUs outstanding (FY end) | 4,952 |
| Options (exercisable/unexercisable) | None disclosed for directors |
| Hedging/pledging | Prohibited for directors and employees under Insider Trading Policy |
| Director stock ownership guideline | Minimum value equal to 8x annual cash retainer ($520,000); 5 years to comply; retain 50% of after‑tax shares until met |
| Compliance status | All Outside Directors met guideline as of Record Date |
Governance Assessment
- Board effectiveness: Strong shareholder support in 2025 election and consistent attendance bolster confidence; majority voting and proxy access enhance accountability .
- Independence and oversight: Sprague is independent and serves on the Audit Committee with cybersecurity oversight—aligned with her industry expertise .
- Alignment: Director pay is balanced (cash + RSUs) with stock ownership guidelines and hedging/pledging prohibitions—positive alignment signals .
- Conflicts/related‑party exposure: No related‑party transactions disclosed; robust conflict‑review policy in place .
- RED FLAGS: None disclosed regarding attendance, related‑party transactions, pledging/hedging, or unusual pay practices. Potential watch item is time commitment as a sitting CEO, though no attendance issues are indicated .
- Shareholder pay oversight context: Say‑on‑Pay support at 92.9% in 2024; continued strong support in 2025 votes—indirectly supportive of governance and compensation frameworks .