Robert G. Painter
TRIMBLEAbout Robert G. Painter
Robert G. Painter is President and CEO of Trimble, Inc. (since January 2020), having joined the company in 2006 and previously serving as CFO from 2016–2019. He holds a B.S. in Finance from West Virginia University and an MBA from Harvard University; he also serves on the Synopsys, Inc. board (since August 2023) and is a director of Trimble (since 2020). Age 53, tenure as CEO ~6 years as of 2025. Under his leadership, Trimble reported FY2024 revenue of $3.68B (-3% total, +5% organic), ARR of $2.26B in Q4 (+14%), GAAP gross margin of 65.1% (non-GAAP 68.2%), GAAP operating income of $461M (12.5%), non-GAAP operating income of $937M (25.4%), and adjusted EBITDA of $1.00B (27.2%). Since 2019, revenue, ARR, GAAP operating income, and adjusted EBITDA grew at CAGRs of 2%, 14%, 4%, and 6%, respectively, with long-term cumulative TSR outperforming the S&P 500 over 20 years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trimble Inc. | President & CEO | 2020–present | Led Connect & Scale strategy; portfolio re-segmentation; ARR, margin and profitability records in 2024 . |
| Trimble Inc. | Chief Financial Officer | 2016–2019 | Finance transformation; alignment to recurring model and platform strategy . |
| Trimble Inc. | VP, Trimble Buildings construction software; GM, Intelligent Construction Tools JV; GM, Construction Services; Corporate Development & Strategy | 2006–2016 | Built vertical software, JV execution, segment leadership and corporate strategy foundations . |
| Cenveo; Rapt Inc.; Bain & Company; Whole Foods Market; Kraft Foods | Various management/finance roles (pre-Trimble) | Pre-2006 | Operating and finance experience across diverse industries . |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| Synopsys, Inc. | Director | 2023 | Joined August 2023 . |
| Trimble Inc. | Director (management director) | 2020 | Non-independent; board chair is independent and separate from CEO . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 937,692 | 950,000 | 950,000 |
| Stock Awards ($) | 14,116,649 | 10,595,669 | 12,412,827 |
| Option Awards ($) | — | 2,084,098 | 2,224,330 |
| Non-Equity Incentive (Bonus) ($) | 1,074,217 | 1,320,338 | 3,347,714 |
| All Other Compensation ($) | 5,808 | 4,537 | 4,000 |
| Total Compensation ($) | 16,134,366 | 14,954,642 | 18,938,871 |
Notes:
- Perquisites are minimal; executive physical exam only (company paid), with 2024 reported amounts for Painter of $4,641 reflected in benefits disclosures .
- CEO pay ratio for 2024 was 224.5:1 (CEO total $18,938,871 vs. median employee $84,344) .
Performance Compensation
Annual Bonus Structure and Payout (Trimble OneBonus Plan, FY2024)
| Component | Weight | Threshold | Target | Maximum | Actual Result | Payout Factor |
|---|---|---|---|---|---|---|
| Revenue (millions) | 20% | $3,494 | $3,640 | $3,822 | $3,711 | 1.39x |
| Adjusted EBITDA (millions) | 40% | $896 | $963 | $1,050 | $1,001 | 1.44x |
| ARR (millions) | 40% | $2,117 | $2,205 | $2,293 | $2,282 | 1.87x |
| Weighted Corporate Payout | 100% | — | — | — | — | 1.602x (160.2%) |
CEO-specific parameters:
- Target bonus opportunity increased to 200% of base salary in 2024; maximum 2.2x with modifier .
- Non-financial modifier applied +10% for CEO based on strategic execution (resegmentation, M&A/JVs) .
- Result: 176.2% of target; actual bonus paid $3,347,714 .
| CEO Bonus Detail | Value |
|---|---|
| Target Bonus ($) | $1,900,000 |
| Corporate Payout Factor | 160.2% |
| CEO Modifier | +10% |
| Final Payout (% of Target) | 176.2% |
| Actual Bonus ($) | $3,347,714 |
Long-Term Incentives (LTI) – FY2024 Grants and Structure
| Element | CEO Mix | Metric | Weight | Performance Period | Vest Date | Grant Details |
|---|---|---|---|---|---|---|
| PRSUs | ~60% of LTI | Relative TSR vs S&P 500; ARR growth | 50% TSR / 50% ARR | Jan 1, 2024–Dec 31, 2026 (TSR); FY2024–FY2026 (ARR) | Apr 15, 2027 | Target PRSUs: 115,812; max up to 2x target |
| RSUs | ~25% of LTI | Time-based | — | 3-year ratable vesting | Annual anniversaries | 48,255 shares; grant-date fair value $3,062,745 |
| Stock Options | ~15% of LTI | Time-based | — | 3-year ratable vesting | Annual anniversaries | 86,859 options @ $63.47; Black-Scholes FV $2,224,330; 10-year term |
Payout curves:
- TSR: 25th percentile = 50% payout; 50th percentile = 100%; 75th+ = 200%; linear interpolation .
- ARR: Threshold to max yields 0%–200%; linear interpolation .
Historical PRSU outcomes:
- 2022 PRSUs (vesting Mar 31, 2025): TSR payout 51.8% (TSR at ~26th percentile); ARR payout 156.5%; estimated modifier +1.3%; combined ~105.5% (estimated) . CEO shares from 2022 PRSUs under outcomes shown in proxy table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 672,248 shares (includes 320,867 unissued shares vested or scheduled within 60 days) . |
| Shares Outstanding (Record Date) | 238,582,419 shares (April 21, 2025) . |
| Ownership Guidelines (Execs) | CEO 8x salary; other execs 3x; CAO 2x; 50% after-tax shares retained until guideline met; all execs had met requirements as of Record Date . |
| Hedging/Pledging | Prohibited for executives and directors by policy . |
| Option Exercises and Stock Vested (2024) | Options exercised: 0; RSU shares vested: 59,909 ($3,568,682 value) . |
Selected outstanding awards and values (as of FY2024 year-end):
- Unvested RSUs: e.g., 48,255 (2024 grant; market value $3,405,355); 39,262 (2023 grant; $2,770,719); 23,406 (2022 grant; $1,651,761) .
- PRSUs tracking (various tranches): e.g., 115,812 (2024 TSR component; $8,172,853); 57,906 (2024 ARR component; $4,086,426); 106,007 (2023 ARR; $7,480,914); 35,336 (2023 TSR; $2,493,662); 115,856 (2022 ARR; $8,175,986); 23,698 (2022 TSR; $1,672,361) .
Employment Terms
| Provision | CEO (Painter) | Other NEOs |
|---|---|---|
| Severance (non-CIC) | 200% of (salary + target bonus); prorated actual bonus; 18 months COBRA cash; pro rata vesting of equity, plus extra 12 months service credit on time-based awards . | 100% of (salary + target bonus); 14 months COBRA cash; pro rata equity vesting . |
| Change-in-Control (Double Trigger) | 200% of (salary + target bonus); prorated actual bonus; 18 months COBRA cash; accelerated vesting of equity . | 150% of (salary + target bonus); 14 months COBRA cash; accelerated vesting . |
| Clawback | Mandatory recovery for restatements (Dodd-Frank/Nasdaq); discretionary recovery for misconduct over prior 3 years . | |
| Non-compete/Non-solicit | Required under Age & Service Equity Vesting Program (retirement program eligibility) . |
Estimated severance cash benefits (as of FY2024 year-end assumptions):
| Scenario | Multiple of Salary+Target Bonus ($) | Accrued Bonus ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (non-CIC) | 5,700,000 | 3,347,714 | 53,389 | 9,101,103 |
| CIC + Qualifying Termination | 5,700,000 | 3,347,714 | 53,389 | 9,101,103 |
Estimated equity acceleration (as of FY2024 year-end assumptions):
| Scenario | Accelerated In-the-Money Options ($) | Accelerated RSUs/PRSUs ($) | Total ($) |
|---|---|---|---|
| Qualifying Termination (non-CIC) | 1,798,639 | 17,386,345 | 19,184,984 |
| CIC + Qualifying Termination | 2,077,489 | 26,594,899 | 28,672,388 |
Other:
- Death benefits include six months’ salary, partial equity vesting for next two years’ schedule, life insurance (base coverage ~2x salary up to $1.1M), 12 months health coverage, and pro-rata bonus .
- Deferred Compensation Plan suspended; CEO aggregate earnings $12,887; balance $78,513 (no company contributions) .
Board Governance
- CEO is a management director; all other directors are independent under Nasdaq rules. The board separates Chair and CEO roles; Börje Ekholm serves as independent Chair and presides over executive sessions .
- Committees: Audit (Peek, Sprague, Sweet), People & Compensation (Wibergh chair; Ekholm, Lloyd, Nersesian), Nominating & Corporate Governance (Lloyd chair; Dalton, Peek). Painter does not serve on board committees .
- Board meetings: six in 2024; all directors met ≥75% attendance thresholds .
Director Compensation
- Painter receives no additional compensation for director service; non-employee director compensation (cash retainer $65,000 and ~$285,000 target RSU award) applies to outside directors only .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | 83.6% |
| 2024 | 92.9% |
Management/responded actions:
- Increased TSR weighting in PRSUs (50/50 TSR/ARR in 2024 vs. 25/75 in 2023) based on investor feedback; removed PRSU People & Planet modifier, added ±10% non-financial modifier to annual bonus program .
Compensation Peer Group (2024/2025)
Peer companies used for benchmarking (updates in 2024 included adding Aspen Technology, Bentley Systems, Fortive, Samsara; and removing CommScope, Motorola, Teledyne): ANSYS; Aspen Technology; Autodesk; Bentley Systems; Cadence Design Systems; F5; Fortive; Juniper Networks; Keysight Technologies; PTC; Rockwell Automation; Roper Technologies; Samsara; Splunk; SS&C Technologies; Synopsys; Zebra Technologies .
Compensation Structure Analysis
- Mix skews to performance-based pay: 60% of CEO target pay contingent on performance (annual bonus and PRSUs), with demonstrable variability in payouts and PRSU outcomes; options reintroduced in 2023 (15% CEO LTI) to increase alignment with absolute stock price appreciation .
- Governance-positive features: no single-trigger full vesting on CIC, no tax gross-ups, robust clawback, prohibition on hedging/pledging, equity grant timing practices not coordinated with MNPI .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| GAAP Revenue ($B) | 3.80 | 3.68 |
| ARR (Q4, $B) | 1.98 | 2.26 |
| GAAP Gross Margin (%) | 61.4% | 65.1% |
| Non-GAAP Gross Margin (%) | 64.7% | 68.2% |
| GAAP Operating Income ($M; %) | $449; 11.8% | $460.7; 12.5% |
| Non-GAAP Operating Income ($M; %) | $935; 24.6% | $937.2; 25.4% |
| Adjusted EBITDA ($M; %) | $1,009.7; 26.6% | $1,000.4; 27.2% |
Strategic highlights: AGCO JV (retained 15% JV stake); Platform Science transaction (sold mobility; obtained ownership/rights to acquire 32.5%); segment re-alignment; stock repurchases ($175M in 2024) .
Equity Ownership & Alignment Details
- Beneficial ownership reflects significant alignment and compliance with stringent 8x salary CEO stockholding requirement; combined with policy prohibiting hedging/pledging and retention requirements, ownership structure supports longer-term value creation .
Employment & Contracts
- Standard severance and CIC agreements, with CEO multiples at 200% of salary+target bonus and double-trigger CIC vesting; no excise tax gross-ups, “best-net” cutback applies .
Investment Implications
- Strong pay-for-performance design and increased TSR weighting should align realized pay with shareholder outcomes; 2024 bonus outcomes (176% of target for CEO) reflect robust ARR growth and margin expansion, with governance checks via modifiers and clawback .
- Retention risk appears mitigated by meaningful ownership guidelines (8x salary), multi-year PRSUs with 3-year windows and 2027 vest timing, and competitive severance/CIC protections; hedging/pledging prohibitions reduce misalignment risk .
- Execution track record (portfolio focus, ARR scaling, margins) and strategic deals (AGCO JV, Platform Science) support cash flow and visibility, though divestiture-driven top-line declines (FY2024) temper near-term revenue optics; compensation structures incentivize recurring revenue and TSR performance over multi-year horizons .