Mark S. Peek
Director at TRMB
Board
About Mark S. Peek
Independent director since 2010; age 67; Executive Vice President at Workday, with deep CFO/CAO experience across leading technology firms and nearly two decades at Deloitte. Designated “financial expert” and currently serves as Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Education: B.S. in accounting and international finance, Minnesota State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Executive Vice President | Feb 2018–present | Senior leadership across finance and ventures |
| Workday, Inc. | Co‑President | Jun 2015–Feb 2018 | Co-led operations; strategic leadership |
| Workday, Inc. | Chief Financial Officer | Jun 2012–Apr 2016 | Finance leadership through growth phase |
| VMware, Inc. | President, Business Operations & CFO | CFO Apr 2007–Jan 2011 | Scaled finance and operations in infrastructure software |
| Amazon.com | SVP & Chief Accounting Officer | 2000–2007 | Built public company reporting rigor |
| Deloitte | Audit/Advisory; Partner | 19 years (last 10 as partner) | Foundation in accounting and controls |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| SentinelOne, Inc. | Director | May 2021 | Cybersecurity exposure; board-level oversight |
| Foster School of Business (UW) | Advisory Board Member | — | Academic governance; finance expertise |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Financial expert designation: Board determined Peek is an SEC-defined “financial expert” (alongside Thomas Sweet) .
- Independence: Board determined all nominees except the CEO are independent; Peek is independent .
- Attendance: Board met 6 times in 2024; no director attended fewer than 75% of aggregate board and committee meetings; all directors at the time attended the 2024 annual meeting .
- Committee workloads: Audit Committee met 8 times in 2024; Nominating & Governance met 4 times .
- Audit oversight: Audit Committee pre-approved EY services; affirmed independence; submitted report to include audited financials in Form 10‑K .
Fixed Compensation
| Component | 2024 Amount | Policy Detail | Notes |
|---|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly | Outside Director compensation policy |
| Equity grant (RSU) grant-date fair value | $307,470 | Annual RSU sized to target $285,000 divided by 20‑day avg price; vests after 1 year | 2024 reported grant-date fair value per Topic 718 |
| Chair supplemental cash (Audit) | $30,000 (effective Q3 2025) | Paid quarterly starting Q3 2025 | New supplements adopted Nov 19, 2024 |
| Director stock ownership guideline | 8x cash retainer ($520,000) | 50% post-tax retention until met; 5 years to comply | All Outside Directors met guideline as of record date |
Performance Compensation
- Directors do not receive performance-based equity; annual RSUs vest time-based (1 year). No director cash bonus, option grants, or PRSUs disclosed for Outside Directors .
Other Directorships & Interlocks
| Entity | Relationship to TRMB | Interlock/Conflict Notes |
|---|---|---|
| SentinelOne (public) | Outside directorship | No Trimble compensation committee interlocks disclosed for 2024; TRMB states no executive officer interlocks with other companies’ boards/comp committees . |
Expertise & Qualifications
- Deep finance/accounting background (Workday CFO/EVP; VMware CFO; Amazon CAO; Deloitte partner); SaaS and cloud expertise; SEC “financial expert” .
- Strategic transactions and scaling experience; technology industry domain knowledge .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 92,517 |
| Ownership % of outstanding | <1% (denoted “*”) |
| Unvested RSUs outstanding at FY‑end | 4,952 |
| Shares vesting within 60 days included | 4,952 unissued shares |
| Pledging/Hedging | Prohibited by policy |
| Compliance with director ownership guideline | All Outside Directors in compliance as of record date |
Governance Assessment
- Strengths: Independent director with SEC “financial expert” status leading Audit; high board/committee engagement (6 board, 8 audit meetings); robust ownership alignment via 8x retainer guideline; prohibition of hedging/pledging; majority voting and proxy access bolster accountability .
- Pay structure: Outside Director pay is balanced (cash retainer + time‑based RSUs); supplements for committee chairs (including $30k for Audit Chair from Q3 2025) recognize oversight workload without introducing performance-linked risks .
- Compensation consultant independence: Mercer advised the People & Compensation Committee; committee assessed and disclosed independence despite broader corporate services by Mercer affiliates (executive comp fees $440,194; other services $2,210,357), mitigating consultant conflict risks through controls .
- Related parties: Proxy outlines rigorous related-party review/approval policy; no material related-party transactions involving directors are disclosed in the proxy .
- Shareholder alignment signals: 2024 Say‑on‑Pay approval at 92.9% indicates broad support for compensation governance; stock ownership and clawback policies strengthen investor confidence .
RED FLAGS
- None disclosed regarding pledging/hedging, related-party transactions, or attendance shortfalls .