Meaghan Lloyd

About Meaghan Lloyd

Meaghan Lloyd (age 50) serves as Chief of Staff and Partner at Gehry Partners, LLP and has been an independent director of Trimble Inc. since 2016. She chairs the Nominating and Corporate Governance Committee and is a member of the People & Compensation Committee, bringing deep domain expertise from architecture, construction, and design; she holds a B.S. in Architectural Studies from the University of Illinois and a Master of Architecture from Yale University. Trimble’s Board determined she is independent under Nasdaq rules; the Board met six times in 2024, with no director under 75% attendance and all current members attending the 2024 annual meeting. Other public company directorships: none.

Past Roles

Organization	Role	Tenure	Committees/Impact
Gehry Partners, LLP	Chief of Staff and Partner	2009–present	Operational and project management expertise across major design/construction projects
Gehry Partners, LLP	Designer (worked with Frank Gehry)	Prior to 2009	Architecture/design execution; industry domain knowledge
Gehry Technologies, Inc.	Chief Executive Officer	2013–2014	Led cloud-based AEC software/services; technology commercialization

External Roles

Organization	Role	Tenure	Notes
Turnaround Arts California	Board Member	Not disclosed	Non-profit arts/education governance engagement
Gehry Partners, LLP	Chief of Staff and Partner	2009–present	Full-service architectural firm with global project experience
Gehry Technologies, Inc.	Chief Executive Officer	2013–2014	AEC-sector software/services leadership

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, People & Compensation Committee. The N&G Committee met 4 times in 2024; People & Compensation met 5 times. Audit Committee held 8 meetings (she is not listed as a member).
Independence and attendance: Independent under Nasdaq; Board held 6 meetings in 2024 with no director under 75% attendance; all current directors at the time attended the 2024 annual meeting.
Board leadership: Independent Chairperson (Börje Ekholm); chair presides over executive sessions and coordinates independent directors.
Stockholder engagement and say-on-pay: 2024 say-on-pay approval was 92.9%, with ongoing investor engagement informing committee decisions.
Governance practices: Majority voting for directors; proxy access; no supermajority requirements; clawback policy; prohibition on hedging/pledging; director stock ownership guidelines.

Fixed Compensation

Component	Amount/Terms	2024 Value
Annual cash retainer	$65,000, paid quarterly	$65,000
Annual RSU grant	Target dollar $285,000, shares determined by 20-day avg closing price; vests fully after 1 year	$307,470 grant-date fair value
Chair supplemental retainer (effective Q3 2025)	N&CG Chair: $15,000 per year (quarterly)	Eligible beginning Q3 2025
Travel/expenses	Reimbursed for necessary business expenses	Policy disclosure

Non-Employee Director Compensation (2024): Meaghan Lloyd received $65,000 in cash fees and $307,470 in stock awards, totaling $372,470. Each director (except Ms. Fandozzi) held 4,952 unvested RSUs at fiscal year-end.

Performance Compensation

Performance-Linked Elements	Terms
None disclosed for non-employee directors	Annual director RSUs are time-based with one-year vest; no performance metrics or meeting fees reported for directors

Other Directorships & Interlocks

Company	Role	Committee Roles	Interlocks
None (public company boards)	—	—	Compensation Committee interlocks: none reported for Trimble (no reciprocal executive/director overlaps)

Expertise & Qualifications

Architecture, construction, and design domain expertise; operational and project management leadership in complex international projects.
Technology/commercialization experience through leadership at Gehry Technologies in AEC software/services.
Academic credentials: B.S., University of Illinois; M.Arch., Yale University.

Equity Ownership

Ownership Metric	Value
Total beneficial ownership (shares)	53,119 (includes 4,952 unissued shares scheduled to vest within 60 days)
Shares outstanding (Record Date)	238,582,419
Ownership as % of shares outstanding	~0.022% (53,119 / 238,582,419)
Unvested RSUs held at FYE	4,952
Director stock ownership guideline	8x annual cash retainer ($520,000); all outside directors met requirement as of Record Date; 50% post-tax share retention until compliance
Hedging/pledging policy	Prohibited for directors and employees under Insider Trading Policy

Governance Assessment

Board effectiveness: Lloyd chairs a key governance committee (N&G), aligning with Trimble’s robust governance framework (majority voting, proxy access, independent chair), and participates on People & Compensation overseeing pay/human capital—signals of active oversight and board refreshment.
Independence/attendance: Independent status with board-level attendance thresholds met; committee activity suggests engagement.
Alignment: Strong director ownership requirements (8x retainer) with compliance achieved; prohibition of hedging/pledging supports alignment with shareholders.
Compensation structure: Simple, market-benchmarked director pay—cash retainer and annual time-based RSUs; modest chair fee effective 2025; no perquisites or meeting fees disclosed—low risk of pay anomalies.
Conflicts/related-party exposure: Proxy details processes for related-party review; no director-specific related-party transactions for Ms. Lloyd are presented in the sections reviewed. Compensation committee interlocks: none.
Shareholder sentiment: High say-on-pay support (92.9%) reflects confidence in pay governance under the People & Compensation Committee, where Lloyd serves.

Red flags: None explicitly disclosed for Lloyd. Monitoring items for investors:

Any future related-party transactions tied to Gehry Partners or affiliates.
Changes to director ownership compliance or any exceptions to hedging/pledging prohibitions.
Committee workload/attendance trends beyond reported thresholds.