Thomas Sweet
Director at TRMB
Board
About Thomas Sweet
Thomas Sweet (age 65) is an independent director of Trimble Inc. (TRMB) since 2022 and serves on Trimble’s Audit Committee, where the Board has designated him a “financial expert.” He was CFO of Dell Technologies from 2014 to August 2023 and previously held senior finance roles at Telos Corporation and spent 13 years at Price Waterhouse; he holds a BBA from Western Michigan University and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | Chief Financial Officer | 2014–Aug 2023 | Led global finance incl. DFS and Dell Technologies Capital; corporate strategy oversight |
| Telos Corporation | VP, Accounting & Finance | Prior to Dell (dates not disclosed) | Finance leadership in cyber/cloud/enterprise security |
| Price Waterhouse | Audit/Accounting (Technology Industry) | 13 years | Provided audit/accounting services; foundation for SEC “financial expert” designation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| 3M Company | Director | Public | Current public company directorship |
| Medline Industries | Director | Private | Current directorship |
| Salvation Army Central Texas Advisory Board | Advisory Board Member | Non-profit | Community engagement |
| Univ. of Texas System Chancellor’s Council Exec Committee | Member | Academic/Non-profit | Advisory role |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 8 times in 2024; Board designated Thomas Sweet and Mark Peek as SEC “financial experts” .
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Sweet is independent .
- Attendance: Board held 6 meetings in 2024; the company disclosed no director attended fewer than 75% of meetings of the Board and applicable committees .
- Governance structure: Independent Chair (Börje Ekholm); majority voting standard with proxy access; no supermajority voting; stock ownership guidelines for directors; cybersecurity oversight within Audit; sustainability oversight within Nominating & Governance .
- Audit oversight: Audit Committee report signed by Sweet (as a member), confirming review with the auditor and management; auditor transition from EY to KPMG effective April 25, 2025 (ratification on ballot) .
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs) Grant-Date Fair Value ($) | Total ($) | RSU Target Policy and Vesting |
|---|---|---|---|---|
| 2024 | 65,000 | 307,470 | 372,470 | RSUs sized to $285,000 target, determined by 20-day avg price; vest 100% after one year |
| Policy update (from Q3 2025) | — | — | — | Committee chair supplemental retainers: Board Chair $100k; Audit $30k; People & Comp $20k; Nominating & Gov $15k (paid quarterly). Not applicable to Sweet unless serving as chair |
- Director stock ownership guidelines: Minimum ownership of 8x annual cash retainer ($520,000), 5-year compliance window; retain 50% of after-tax shares until met; all Outside Directors had met the requirement as of the Record Date .
Performance Compensation
| Performance Metric | Tied to Director Compensation? | Notes |
|---|---|---|
| Revenue | No | Used in executive annual bonus (TOP), not in director pay |
| Adjusted EBITDA | No | Executive bonus metric; not used for director pay |
| Annualized Recurring Revenue (ARR) | No | Executive bonus/PRSUs metric; not used for director pay |
| Total Shareholder Return (relative) | No | Executive PRSU metric; not used for director pay |
Trimble’s non-employee director compensation consists of cash retainers and time-based RSUs; no performance-linked components are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to TRMB | Potential Interlocks/Conflicts | Disclosure Status |
|---|---|---|---|
| 3M Company | Unrelated public issuer | Broad industrial footprint; no Trimble-related transactions disclosed | Company reviews and discloses related-party transactions; no material related-party transactions disclosed in proxy |
| Medline Industries | Private company | Healthcare supply; no Trimble-related transactions disclosed | Same as above |
- Compensation Committee interlocks: None; the proxy states no executive officers serve on boards/committees that would create interlocks; Sweet is not on People & Compensation Committee .
Expertise & Qualifications
- Finance/accounting depth: Former Dell CFO; SEC-designated “financial expert” on Audit Committee .
- Corporate strategy and operations: Oversaw corporate strategy and global operations at Dell .
- Technology industry experience: Decades across enterprise IT; audit experience in technology sector .
- Governance literacy: Public board service at 3M; audit oversight participation and signatory on Audit Committee report .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Vested/Unvested Detail | Ownership Guideline Status |
|---|---|---|---|---|
| Thomas Sweet | 19,001 | <1% | Includes 4,952 unissued shares vested or scheduled to vest within 60 days (RSUs) | Directors required to own ≥$520k; all Outside Directors met requirement at Record Date |
- Hedging/pledging: Company policy prohibits directors and executives from hedging or pledging Company securities .
Insider Trades
| Filing | Date | Key Details | Source |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jan 18, 2022 | Reported as Director effective Jan 15, 2022; 0 common shares beneficially owned at filing |
- Section 16(a) compliance: Company states all required reports were filed timely for FY2024; no exceptions noted .
Governance Assessment
- Strengths: Independent director and SEC “financial expert” on Audit; strong finance background; Board maintains majority voting and proxy access, independent chair, robust ownership guidelines and prohibition on hedging/pledging; Audit Committee active (8 meetings, auditor transition overseen), with formal report signed by Sweet .
- Alignment signals: Director compensation is modest and equity-based (time-vesting RSUs), with stringent ownership requirements; Say-on-Pay support was high at 92.9% in 2024 (broader shareholder support for pay practices) .
- Risks/Red flags: No related-party transactions disclosed involving Sweet; dual board service at 3M and Medline presents typical external commitments but no conflicts flagged; attendance threshold met per company disclosure .
- Shareholder support indicator: Historical election results in 2023 showed strong support for Sweet’s nomination (208,543,582 “For” vs. 1,509,677 “Withheld”), signaling investor confidence at that time .