Mark Schwartz
Senior Vice President, AECO Sector at TRMB
Executive
About Mark Schwartz
Mark Schwartz is Senior Vice President leading Trimble’s AECO segment, responsible for construction enterprise solutions, civil infrastructure design and engineering, and owner and public sector businesses; he holds a Bachelor of Science from Bryant University and joined Trimble in 2010 via the acquisition of ThingMagic . He was 49 as of February 26, 2024 and has served as SVP AECO since November 2023 after prior roles as Chief Digital Officer (Sep 2020–Oct 2022), SVP Construction Enterprise Solutions (Oct 2022–Nov 2023), VP & GM Civil Construction Software (Jan–Sep 2020), and COO of the Virtual Site Solutions JV with Caterpillar (Apr 2017–Jan 2020) . Company performance metrics tied to executive pay in 2024: revenue $3,711M vs $3,640M target (payout 1.39x), adjusted EBITDA $1,001M vs $963M target (payout 1.44x), ARR $2,282M vs $2,205M target (payout 1.87x); corporate payout rate 160.2% of target; Schwartz’s sector payout rate was 172.5%, with a +10% modifier, resulting in 189.8% of target and an actual cash bonus of $698,277 . Prior TSR-linked PRSU tranche granted in 2021 paid zero on the TSR component, with one-, two-, and three-year relative TSR percentiles at 18th, 9th, and 13th vs a 25th percentile threshold .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trimble AECO segment | Senior Vice President | Nov 2023–present | Leads the AECO segment across construction enterprise solutions, civil infrastructure design/engineering, and owner/public sector businesses . |
| Trimble | SVP, Construction Enterprise Solutions | Oct 2022–Nov 2023 | Led construction enterprise solutions businesses . |
| Trimble | Chief Digital Officer | Sep 2020–Oct 2022 | Led transformation of business systems, processes, and infrastructure to support “as‑a‑service” models . |
| Trimble | VP & GM, Civil Construction Software | Jan 2020–Sep 2020 | Managed civil construction software operations . |
| Virtual Site Solutions JV (Trimble & Caterpillar) | Chief Operating Officer | Apr 2017–Jan 2020 | Operated JV bridging digital and physical workflows in construction . |
| Trimble (joined via ThingMagic acquisition) | Various AECO leadership roles | 2010–2017 | Led multiple AECO businesses; progressed through executive roles in construction . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Virtual Site Solutions (JV between Trimble and Caterpillar) | Chief Operating Officer | Apr 2017–Jan 2020 | JV leadership role; no public directorships disclosed for Schwartz . |
Fixed Compensation
| Year | Base salary rate ($) | Salary paid ($) | Target bonus (%) | Target bonus ($) |
|---|---|---|---|---|
| 2024 | 460,000 | 457,692 | 80% | 368,000 |
Performance Compensation
Annual Cash Bonus (TOP) – Corporate Metrics and Payout (applies to corporate-level NEOs; sector heads use additional sector metrics)
| Metric | Weighting | Threshold ($) | Target ($) | Actual ($) | Payout (x) |
|---|---|---|---|---|---|
| Revenue | 20% | 3,494 | 3,640 | 3,711 | 1.39 |
| Adjusted EBITDA | 40% | 896 | 963 | 1,001 | 1.44 |
| ARR | 40% | 2,117 | 2,205 | 2,282 | 1.87 |
| Combined payout rate | — | — | — | — | 1.602x (160.2%) |
Sector heads (including Schwartz) also had sector measures: revenue or bookings (ACV), operating income, and ARR .
Mark Schwartz – TOP Payout Summary (2024)
| Target bonus ($) | Financial payout rate | Non-financial modifier | Resulting % of target paid | Actual bonus ($) |
|---|---|---|---|---|
| 368,000 | 172.5% | +10% | 189.8% | 698,277 |
2024 Long-Term Incentive (LTI) Awards and Vesting Terms
| Award type | Grant date | Shares/units (#) | Grant date fair value ($) | Vesting schedule | Performance metrics |
|---|---|---|---|---|---|
| RSU | 3/19/2024 | 18,096 | 1,148,553 | Vests 1/3 per year on anniversaries of Apr 15, 2024 | Time-based |
| PRSU (target) | 3/19/2024 | 24,128 | 1,947,974 | 3-year performance period | 50% relative TSR vs S&P 500; 50% ARR growth (3-year) |
| Stock Options | 3/19/2024 | 18,096 | 463,412 | Vests 1/3 per year from Apr 15, 2024; expires 3/19/2034 | Exercise price $63.47/share |
Outstanding Equity Awards at FY-end 2024 (snapshot)
| Instrument | Grant date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU market value ($) | Unearned PRSUs (#) | PRSU market/payout value ($) |
|---|---|---|---|---|---|---|---|---|---|
| Stock options | 3/21/2023 | 2,699 | 5,399 | 49.90 | 3/21/2033 | — | — | — | — |
| Stock options | 3/19/2024 | — | 18,096 | 63.47 | 3/19/2034 | — | — | — | — |
| RSUs | Various | — | — | — | — | 18,096 | 1,277,035 | — | — |
| PRSUs (target) | Various | — | — | — | — | — | — | 24,128 | 1,702,713 |
| Prior PRSU tranches | 3/29/2022 (A) | — | — | — | — | — | — | 6,235 | 439,990 |
| Prior PRSU tranches | 3/29/2022 (C) | — | — | — | — | — | — | 1,275 | 89,998 |
| 2023 PRSU tranches | 3/21/2023 (B) | — | — | — | — | — | — | 8,098; 2,699 | 571,476; 190,468 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 35,749 shares; includes 12,098 unissued shares vested or vesting within 60 days; <1% of class . |
| Stock ownership guidelines | Executives must hold 3x base salary; 5 years to achieve; 50% after-tax retention until met; all executives had achieved required levels as of the record date . |
| Hedging/pledging | Prohibited for executives and directors under Insider Trading Policy; no hedging, pledging, margin accounts, or publicly traded derivatives allowed . |
| 10b5‑1 trading plan | Entered Nov 2, 2023; up to 12,344 shares potentially sold between Apr 15–Oct 16, 2024 . |
Employment Terms
Severance and Change-in-Control Economics
| Scenario | Multiple of salary+target bonus ($) | Accrued bonus ($) | Health benefits ($) | Total cash ($) | Notes |
|---|---|---|---|---|---|
| Qualifying termination (no CIC) | 828,000 | 698,277 | 41,525 | 1,567,802 | Multiple for non-CEO NEOs = 100% of salary+target bonus . |
| CIC + qualifying termination | 1,242,000 | 698,277 | 41,525 | 1,981,802 | Multiple for non-CEO NEOs = 150% of salary+target bonus . |
| CIC equity acceleration | 23,495 options; 56,448 RSUs/PRSUs; value $240,079 options; $3,983,539 RSUs/PRSUs; total $4,223,618 | — | — | — | Double‑trigger required; full vesting only upon termination in connection with CIC . |
| No-CIC equity acceleration | 12,242 options; 27,153 RSUs/PRSUs; value $139,980 options; $1,916,212 RSUs/PRSUs; total $2,056,192 | — | — | — | Pro rata vesting; PRSUs adjusted for performance-to-date . |
Clawback and Other Policies
- Compensation recovery (clawback) policy updated in Sep 2023 to comply with SEC/Nasdaq; mandatory “no‑fault” recovery on restatement and discretionary recovery for certain misconduct over a three-year lookback for Section 16 officers .
- No tax gross‑ups except standard relocation; no executive‑only retirement plans; limited perquisites; options cannot be repriced without shareholder approval .
Performance & Track Record
- AECO operating update: Schwartz highlighted AECO ARR “over $1.25 billion,” balanced pillars with “over $200 million of ARR” each, “operating well north of the Rule of 40” and “growing in the high mid‑teens”; 94% of revenue converted to recurring; portfolio focused on Connect & Scale strategy .
- Corporate pay-performance link: 2024 company financials exceeded targets across revenue, adjusted EBITDA, and ARR, producing a corporate payout rate of 160.2% under TOP; Schwartz’s sector payout rate was 172.5% plus +10% modifier, yielding 189.8% and $698,277 bonus .
Investment Implications
- Strong pay-for-performance alignment: 2024 LTI skewed to PRSUs (TSR and ARR) and RSUs/options with 3-year vesting; Schwartz’s cash bonus tied to rigorous revenue/ARR/EBITDA and sector metrics, with an additive modifier, indicating alignment with growth and profitability targets .
- Retention risk appears contained: Double-trigger CIC protections, substantial unvested equity (RSUs/PRSUs/options) with multi-year vesting, and 3x salary ownership requirements reduce near-term flight risk; no gross-ups/perks and clawback policy enhance governance .
- Insider selling pressure: A pre-established 10b5‑1 plan authorized up to 12,344 shares for sale in 2024, but hedging/pledging are prohibited; watch Form 4 activity around vest dates and option anniversaries for incremental supply .
- Execution focus: AECO claims of high ARR, Rule-of-40 performance, and recurring mix support incentive design; the prior TSR underperformance in 2021 PRSUs (no payout) indicates TSR sensitivity—monitor PRSU achievement and sector booking/ARR momentum for payout trajectories .