DEF 14A of Trimble Inc., Apr 16, 2024

DEF 14A of Trimble Inc.

Filed Apr 16, 2024 · FY20230000864749-24-000093

Open on EDGAR

  1. Election of Directors

    Election of Directors A board of ten directors is to be elected at the Annual Meeting. The Board has nominated the following persons to be elected to serve as directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each nominee has consented to being named as such in this proxy statement and to serving on the Board if elected. Each nominee except Mr. Painter is independent under the rules of the Nasdaq Stock Market (“Nasdaq”). A summary of the business experience and other information regarding each of the nominees is set forth on the following pages.

  2. Election of Directors

    | Name | Age | Principal Occupation | Director Since | | James C. Dalton | 68 | Retired, U.S. Army Corps of Engineers | 2020 | | Börje Ekholm * | 61 | President and Chief Executive Officer, Ericsson | 2020(1) | | Kaigham (Ken) Gabriel | 68 | Chief Executive Officer, Pitt BioForge | 2015 | | Meaghan Lloyd | 49 | Chief of Staff and Partner, Gehry Partners, LLP | 2016 | | Ronald S. Nersesian | 64 | Chair of the Board of Directors, Keysight Technologies | 2024(2) | | Robert G. Painter | 52 | President and Chief Executive Officer of the Company | 2020 | | Mark S. Peek | 66 | Executive Vice President, Workday | 2010 | | Kara Sprague | 43 | Executive Vice President and Chief Product Officer, F5 | 2024 | | Thomas Sweet | 64 | Retired Chief Financial Officer, Dell Technologies | 2022 | | Johan Wibergh | 60 | Former Chief Technology Officer of Vodafone | 2018 |

  3. Election of Directors

    * Chairperson (1)Mr. Ekholm was reappointed to the Board in 2020, having previously served as a director from 2015 to 2017. (2)Mr. Nersesian was reappointed to the Board in 2024, having previously served as a director from 2011 to 2021.

  4. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our non-employee directors (“Outside Directors”) receive compensation according to the terms of the Board of Directors Compensation Policy. The policy was amended February 22, 2022 by the Board following recommendation of the People & Compensation Committee in consultation with its external compensation consultant at the time, Exequity, LLP, utilizing benchmarking against the same peer group companies described in “Compensation Discussion and Analysis” below with respect to the compensation of our named executive officers. Under the policy, as amended, Outside Directors are eligible to receive the following: •an annual cash retainer of $65,000, payable in quarterly installments; and •upon election or re-election at the annual meeting of stockholders, a restricted stock unit (“RSU”) award for that number of shares of the Company’s common stock determined by dividing the target dollar amount of $285,000 by the 20-day average of the Company’s closing stock price ending on the date of grant. In addition, our Outside Directors are reimbursed for travel expenses and reimbursed for other necessary business expenses incurred in the performance of their services as directors of the Company. The RSU awards vest in full after one year. If an Outside Director is appointed or elected to the Board at a time other than the annual meeting, the initial RSU award will be prorated to account for the number of months that have already elapsed since the last annual meeting. If an Outside Director resigns or voluntarily terminates service as a member of the Board, any unvested RSU award shall vest at such time on a pro rata basis based upon the number of months of service since the last annual meeting of stockholders. The cash fees and target dollar amount for determining the number of RSU shares may be revised based upon appropriate compensation benchmarks presented to and approved by the People & Compensation Committee and the Board. Generally, director compensation is reviewed every other year, with the last revision in 2022.

  5. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The table below shows the compensation earned by each Outside Director in 2023. Mr. Painter is not an Outside Director and receives no additional compensation for his service as director. His compensation from the Company is set forth in the “Summary Compensation Table” later in this proxy statement.

  6. Non-Employee Director Compensation Table

    | Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2)(3) | Total ($) | | James C. Dalton | 65,000 | 288,324 | 353,324 | | Börje Ekholm | 65,000 | 288,324 | 353,324 | | Ann Fandozzi (4) | 65,000 | 288,324 | 353,324 | | Kaigham (Ken) Gabriel | 65,000 | 288,324 | 353,324 | | Meaghan Lloyd | 65,000 | 288,324 | 353,324 | | Ronald S. Nersesian (5) | — | — | — | | Mark S. Peek | 65,000 | 288,324 | 353,324 | | Kara Sprague (5) | — | — | — | | Thomas Sweet | 65,000 | 288,324 | 353,324 | | Johan Wibergh | 65,000 | 288,324 | 353,324 |

  7. Non-Employee Director Compensation Table

    (1)The amounts in this column represent an annual cash retainer, paid quarterly. Amounts shown may include amounts earned during the year but paid after year end. (2)The amounts in this column represent the grant date fair value of RSU awards granted to each director re-elected at the 2023 annual meeting of stockholders. As described above, the number of shares for such awards is determined based on a 20-day average of the Company’s closing stock price ending on the date of grant, whereas the grant date fair value, calculated pursuant to Topic 718 of the Financial Accounting Standard Board’s Accounting Standards Codification, was estimated based on the Company’s closing stock price on the date of grant. (3)Each director, besides Mr. Nersesian and Ms. Sprague, who were appointed in 2024, held 6,003 outstanding unvested RSUs at fiscal year end. (4)Ms. Fandozzi resigned from the Board, effective February 14, 2024. (5)Mr. Nersesian and Ms. Sprague became members of the Board effective February 5, 2024.

  8. Pay for Performance

    Pay for Performance Our compensation philosophy is to reward performance, with a substantial portion of executive pay contingent on the attainment of pre-established performance objectives. In line with this philosophy, we allocate a larger portion of executive compensation as variable pay rather than fixed pay, with 60% of our CEO’s pay and 49% (on average) of our other Named Executive Officers’ pay being performance-based, and the value of additional portions tied to Trimble’s stock price. In 2023, payouts under the annual cash bonus plan were based on financial metrics that are aligned with our long-term growth strategy: revenue, ARR and adjusted EBITDA, at a corporate level. Based on performance results against these goals, our Named Executive Officers received a payout of 92.66% of their target bonus opportunity in 2023. This was the same payout multiplier provided to all plan participants for the corporate component. The annual long-term incentive equity awards granted in 2023 to our Named Executive Officers besides our CEO were a mix of 50% Performance Restricted Stock Units (“PRSUs”), 37.5% time‑vesting Restricted Stock Units (“RSUs”) and 12.5% Stock Options. For our CEO, the mix was approximately 60% PRSUs, 25% RSUs, and 15% Stock Options, to provide a greater emphasis for our CEO on performance-based equity awards. For 2023, we reintroduced Stock Options to complement the RSU and PRSU awards and create a well-balanced and market-aligned total compensation package that further enhances alignment with stockholder interests. The Stock Options replaced a portion of the RSUs in the pay mix, and will vest over a three-year period in equal annual installments. We view Stock Options as performance-based and stockholder-aligned since they require absolute stock price growth before any value is realized. For 2023, 25% of the PRSUs vest based on total shareholder return (“TSR”) relative to the S&P 500 and 75% vest based on ARR growth, in each case over a three-year period. TSR is a valuable measure for alignment with stockholder interests. ARR is an important financial measure for Trimble because it provides insights into revenue predictability, business valuation, customer retention and growth, revenue visibility, and investor confidence, and also provides an industry-standard benchmark to measure performance against peers. Monitoring and optimizing ARR is critical for sustaining growth and ensuring long-term success. Payouts are also subject to a People & Planet modifier that could adjust the result up or down 10% based on the achievement of quantifiable strategic sustainability and diversity objectives. Our Named Executive Officers also earned amounts in 2023 from performance equity awards made in 2020 and 2021, as detailed below.

  9. Compensation Practices

    | What we do | What we don’t do | | Use a pay-for-performance philosophy. A substantial portion of executive compensation is directly linked to corporate performance, with a large percentage of each executive officer’s target total direct compensation dependent on our stock price and/or total shareholder return. Maintain an independent compensation committee. Our People & Compensation Committee consists solely of independent directors. Retain an independent compensation advisor. The People & Compensation Committee engages its own compensation advisor that did no work for management in 2023 (although related groups performed non-executive compensation services for the Company). Review executive compensation annually. The People & Compensation Committee conducts an annual review and approval of our compensation strategy, and an annual compensation-related risk profile review to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking. Place compensation “at risk.” Our executive compensation program is designed with a significant portion of compensation “at risk” based on our performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers with those of our stockholders. Maintain a stock ownership policy. We maintain a stock ownership policy that requires our Named Executive Officers and other key executives to maintain a significant ownership level of our common stock. Maintain a compensation recovery (“clawback”) policy. In the event of a material restatement of our financial results, this policy allows for the recovery of certain compensation from our executive officers. This policy was updated in 2023 to comply with new SEC rules and Nasdaq listing standards. Hold an annual stockholder advisory vote to approve executive compensation. We conduct an annual stockholder advisory vote to approve the compensation of our CEO and other Named Executive Officers. | No executive retirement plans. We do not offer executive-only pension arrangements or retirement plans to our executive officers (although certain eligible executives may participate in the Age & Service Equity Vesting Program as described below). No significant perquisites. We do not provide substantial perquisites or other personal benefits to our executive officers, other than an optional, company-paid annual executive physical exam. No tax reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any benefits, other than related to standard relocation benefits. No hedging or pledging of our equity securities. We prohibit our executive officers, the members of our Board, and other employees from hedging or pledging our equity securities. No stock option re-pricing. Our employee equity plan does not permit options to be repriced to a lower exercise or strike price without the approval of our stockholders. No single-trigger full vesting on change in control. An executive must experience a termination of employment (or constructive termination) to receive full vesting and other change-in-control benefits. No incentives to take excess risk. We strive to avoid compensation structures that would encourage the taking of undue risks. |

  10. 2023 Executive Compensation Highlights

    | | CEO | non-CEO NEOs | | PRSUs | 60% | 50% | | RSUs | 25% | 37.5% | | Stock Options | 15% | 12.5% |

  11. 2023 Executive Compensation Highlights

    Performance measurements were based on achievement of goals for both relative TSR and ARR, with a weighting of 25% and 75%, respectively, for 2023. (The weighting of performance goals between TSR and ARR shifted from 50/50 in 2022, to 25/75 in 2023 to increase the emphasis on ARR in order to align outcomes with driving business results, but will shift back to 50/50 for 2024, based largely on stockholder feedback suggesting more emphasis on TSR as discussed above.) The TSR factor is based on the Company’s stock performance measured against the S&P 500 over a single three-year measurement period, in line with current best practices. The ARR factor is based on growth in annualized recurring revenue over a three-year period. Both components are subject to the People & Planet modifier (see below). People & Planet Modifier: The “People & Planet modifier” adjusts the combined vesting result of the TSR and ARR components based on the achievement of quantifiable strategic environmental and diversity goals. Stock Ownership Guidelines: In light of our philosophy of emphasizing stock compensation relative to cash, our executive officers are required to hold a meaningful amount of Company stock. The CEO must hold eight times his salary. Other executive officers, besides the Chief Accounting Officer, must hold three times their annual salary. The Chief Accounting Officer must hold two times her annual salary. Our executives have five years to achieve these heightened levels of stock ownership, subject to the Stock Retention Policy below. For the stock ownership requirements applicable to the members of our Board, see “Nonemployee Director Compensation—Non-Employee Director Stock Ownership Guidelines,” above. To complement the stock ownership guidelines, 50% of any after-tax shares acquired from the vesting or exercise of any Company equity plan should be retained until the relevant stock ownership guideline has been met.

  12. 2023 Pay-for-Performance Philosophy

    | Percentages in the charts above are based on base salary and target bonus as set forth later in this Compensation Discussion and Analysis, and the grant date fair value of stock and option awards as set forth in the Grants of Plan-Based Awards table later in this proxy statement. The base salary and target bonus amounts reflected in these charts are different from amounts shown in the “Summary Compensation Table” later in this proxy statement, which are based on total amounts actually earned during the year. |

  13. 2023 Pay-for-Performance Philosophy

    Annual cash incentive payouts for our Named Executive Officers are aligned to the overall corporate attainment factor applicable to the broader employee base to help to promote consistent Trimble-wide outcomes. The payouts are based on three metrics – revenue, ARR, and adjusted EBITDA – as described more fully below under “Details of 2023 Executive Compensation—Annual Cash Bonuses.” We believe that this design provides balanced incentives for our Named Executive Officers to drive financial performance and long-term growth. To ensure consistency with our compensation philosophy, the People & Compensation Committee periodically evaluates data that demonstrates the relationship between the reported values of the equity awards granted to our executive officers, the amount of realizable compensation from such awards in subsequent years and our total shareholder return over the applicable period.

  14. Governance of Executive Compensation Program

    Governance of Executive Compensation Program Role of the People & Compensation Committee The People & Compensation Committee discharges many of the responsibilities of our Board relating to the compensation of our executive officers and the non-employee members of our Board. The People & Compensation Committee has overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our CEO and our other executive officers. In 2022, the Committee began to formally oversee the Company’s human capital management activities, which includes culture, engagement, talent management and development, talent acquisition and retention, employee safety, and diversity, equity and inclusion. The People & Compensation Committee sets compensation for and makes equity awards to our executive officers, including our CEO and the other Named Executive Officers. The People & Compensation Committee retains a compensation consultant (described below) to provide support to the People & Compensation Committee in its review and assessment of our executive compensation program. Compensation-Setting Process The People & Compensation Committee determines the target total direct compensation opportunities for our executive officers. The People & Compensation Committee does not use a single method or measure in making its determinations, nor does it establish specific targets for the total direct compensation opportunities of our executive officers. When determining the amount of each compensation element and the target total direct compensation opportunity for our executive officers, the People & Compensation Committee considered the following factors: •our performance against the financial and operational objectives established by the People & Compensation Committee and our Board; •each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group; •the scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group; •the performance of each individual executive officer, based on a subjective assessment of their contributions to our overall performance, their ability to lead their business unit or function, and their ability to work as part of a team, all of which reflect our core values; •compensation consistency among our executive officers; •our financial performance relative to our peers; •the compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and •the recommendations provided by our CEO with respect to the compensation of our other executive officers. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable. Compensation Review Cycle The People & Compensation Committee reviews the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our executive officers at the beginning of each fiscal year. Any changes in base salary are generally effective in April of each year. We typically award time-based and performance-based equity in March of each year. Our compensation peer group is reviewed and finalized by the People & Compensation Committee during the second half of the year, before the upcoming fiscal year. Other adjustments to executive pay are made during the year as circumstances warrant. Role of Chief Executive Officer In discharging its responsibilities, the People & Compensation Committee works with members of our management, including our CEO. Our management assists the People & Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The People & Compensation Committee solicits and reviews our CEO’s recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The People & Compensation Committee reviews and discusses these recommendations and proposals with our CEO and considers them as one factor in determining the compensation for our executive officers other than our CEO. Our CEO recuses himself from all discussions regarding his own compensation. Role of Compensation Consultant The People & Compensation Committee engages an external compensation consultant to assist in providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For the first half of 2023, the People & Compensation Committee engaged Exequity LLP, a nationally recognized compensation consulting firm (“Exequity”), as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for senior executives, and with the data analysis and selection of the compensation peer group. During the 2023 year, the People & Compensation Committee engaged in a comprehensive evaluation of our compensation consulting needs, and determined it was in the best interest of its stockholders to transition to a new compensation consulting firm, and subsequently engaged Mercer (US) LLC (“Mercer”). For 2023 (until May), the scope of engagement of Exequity included: •reviewing and analyzing the compensation for our executive officers; •supporting the design and implementation of changes to the executive long-term incentive strategy; •providing analysis of market practice and support in the consideration and finalization of changes to the change-in-control and severance arrangements for our Named Executive Officers and certain other executive officers; •supporting finalization of our compensation peer group; •reviewing our proxy statement disclosure; and •providing advice on ad hoc matters. For 2023 (since May), the scope of Mercer’s engagement included: •reviewing our peer group and benchmarking executive and director compensation; •reviewing incentive plans and analyzing share usage; •presenting trends and regulatory developments; •participating in People & Compensation Committee meetings; and •advising on ad hoc matters. The terms of Exequity’s engagement included, and Mercer’s now include, reporting directly to the People & Compensation Committee and to the People & Compensation Committee Chair, and coordinating with our management for data collection and job matching for our executive officers. The People & Compensation Committee evaluated each firm’s independence pursuant to the listing standards of the Nasdaq Stock Market and the relevant SEC rules, and has determined that no conflict of interest has arisen as a result of the work performed by them in 2023. Factors considered by the People & Compensation Committee included: •Other services provided to the Company by the consultant; •What percentage of the consultant’s total revenue is made up of fees from the Company; •Policies or procedures of the consultant that are designed to prevent a conflict of interest; •Any business or personal relationships between individual consultants involved in the engagement and committee members; •Any shares of the Company’s stock owned by individual consultants involved in the engagement; and •Any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement.

  15. Competitive Positioning

    Competitive Positioning For purposes of comparing our executive compensation against the competitive market, the People & Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, geographical location and number of employees. Our selection of peers also accounts for industry, targeting companies that are competitors and those with which we compete for talent. Within the technology sector, our peer group includes a relevant profile of companies across a range of technology sub-industries in order to match the diversity of our businesses. Specific Global Industry Classification Standard (GICS) sub-industries represented by companies included in our peer group include communications equipment, applications software, systems software, aerospace & defense, industrials and electronic equipment and instruments. We compete for executive talent across many lines of business and therefore this diversity in our peer group keeps us informed and better aligned with pay practices across multiple relevant sub-industries. In developing the compensation peer group for 2023, the following general screening criteria were used to identify comparable companies: •competitors and other businesses in related industries; •revenue of approximately 0.5x to 2.5x of our revenue; •a market capitalization of approximately 0.2x to 3.0x of our market capitalization; and •business model fit and geographic location & spread. The People & Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and that of the companies in the peer group. The People & Compensation Committee used the following compensation peer group to assist with the determination of compensation for our executive officers in 2023:

  16. Competitive Positioning

    | Autodesk | Keysight Technologies | SS&C Technologies | | ANSYS | Motorola Solutions | Synopsys | | Cadence Design Systems | PTC | Teledyne Technologies | | Commscope | Rockwell Automation | Zebra Technologies | | F5 Networks | Roper Technologies | | | Juniper Networks | Splunk | |

  17. Competitive Positioning

    Citrix Systems delisted in 2022 and was removed from the peer group for 2023. No other changes were made for 2023. The People & Compensation Committee uses data drawn from our compensation peer group, as well as data from the Radford Global Technology executive compensation survey, to evaluate the competitive market when determining the total direct compensation packages for our executive officers, including base salary, target annual cash bonus opportunities and long-term incentive compensation opportunities. In addition, subsets of the Radford Global Technology executive compensation survey were incorporated into the competitive assessment prepared by Exequity and used by the People & Compensation Committee to evaluate the compensation of our executive officers. Radford Survey data incorporated in the analysis provided by Exequity were tailored to reflect companies from our compensation peer group as well as other companies identified on the basis of comparable industry, revenue, and market capitalization profiles. The executive compensation survey data supplements the compensation peer group data and provides additional information for our Named Executive Officers and other vice president positions for which there is less public comparable data available.

  18. Details of 2023 Executive Compensation

    | Compensation Component | Why We Provide it and in What Form? | How We Determine the Amount? | What is the Intended Outcome? | | Base Salary | • Consistent with competitive practice and provided in cash. | • Use of compensation peer group and other market compensation data, factoring in responsibilities and performance, with a general philosophy to position base salaries below the market median in favor of at-risk and performance-based compensation. | • Attract and retain highly talented executives by providing market competitive pay aligned to business and leadership experience, responsibilities and performance. | | Annual Short- Term Bonus Plan: Trimble OneBonus Plan (“TOP”) | • Establish direct pay-for-performance link. • Drive focus on annual business targets and objectives. • Reflect market competitive practice; provided in cash. | • Use of compensation peer group and other market compensation data within a competitive market median range for a target bonus percentage. • Payments are performance-based and calculated as a percentage of base salary. | • Within our pay-for-performance framework, we want to motivate our executives to achieve and exceed our annual business goals through the financial structure of TOP. | | Long-term Incentives (including PRSUs, RSUs, and Stock Options) | • Establish direct pay-for-performance link. • Drive focus on the achievement of critical long-term business objectives (such as ARR and sustainability goals) and total shareholder return. • Align management’s interests with those of our stockholders. • Foster long-term retention of key executives. • Reflect market competitive practice; provided through equity awards. | • Use of compensation peer group and other market compensation data within a competitive market median range for annual equity award determination. • Amount of target annual equity awards also considers executive performance and responsibilities. | • Delivering market competitive equity awards that drive a longer-term view of our business and targeted results that align with the interests of our stockholders. • Increase executive retention and focus on long-term stock price appreciation through grants of time‑based RSUs and Stock Options. • Create an effective mix of absolute and relative performance by awarding PRSUs that are aligned to Company financial and strategic non‑financial results and/or total shareholder return (TSR). | | Executive Benefits and Perquisite Allowance | • CEO and other executives participate in standard health & welfare and retirement benefits, along with our general full-time employee population, other than an optional annual executive physical exam. Certain eligible executives may participate in the Age & Service Equity Vesting Program. • Minimal special perquisites provided to executives. | | |

  19. Base Salary

    Base Salary Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly-talented individuals. Using the competitive market data provided by its compensation consultant, the People & Compensation Committee reviews the base salaries for each of our executive officers as part of its annual executive compensation review, and makes adjustments as it deems necessary or appropriate. In addition, the base salaries of our executive officers may be adjusted by the People & Compensation Committee in the event of a promotion or significant change in responsibilities. Generally, the People & Compensation Committee considers competitive market data to set base salaries. However, we typically position salaries below the market median to provide a greater proportion of executive compensation in the form of at-risk, performance-based compensation. The actual positioning will also be based on the factors described earlier in “Overview of Executive Compensation—Governance of Executive Compensation Program—Compensation-Setting Process.” In February 2023, the People & Compensation Committee performed its annual review and adjustment of base salaries. The People & Compensation Committee reviewed competitive positioning relative to our peer group and the other factors described above, including individual performance. In determining the amounts of pay raises, the People & Compensation Committee also gave strong weight to internal equity and alignment. Based on these considerations, the base salaries of our Named Executive Officers for 2023 were set at the amounts shown in the table below, with comparison to 2022. Messrs. Painter, Large and Matthews and Ms. Lin maintained the same base salary as the prior year given strong alignment to the market benchmarks. Mr. Barnes’s base salary was increased 4% primarily on the basis of competitive positioning and strong personal performance. Mr. Bisio’s salary increased 11.5% in connection with expansion of his responsibilities and to align his pay more closely with the median of the market benchmarks and internal peers.

  20. Annual Cash Bonuses

    Annual Cash Bonuses Annual cash bonuses are determined under the Trimble OneBonus Plan (“TOP”) and are designed to provide financial incentives for the Company as a whole and our individual business sectors and divisions to meet or exceed the annual target levels established under our 2023 annual operating plan. TOP is consistent across a broad employee base, including our executive officers. Awards for our Named Executive Officers are determined based on a formula with predetermined financial measures aligned with the Company’s long-term growth strategy. Under TOP, cash bonuses are based on a percentage of each participant’s 2023 base salary rate (based on amounts actually paid during the year). For 2023, the potential annual cash bonus for our executive officers ranged from zero to 200% of the individual’s target annual cash bonus opportunity. The target annual cash bonus opportunities for our executive officers, other than our CEO, were recommended to the People & Compensation Committee by our CEO and approved by the People & Compensation Committee. The target annual cash bonus opportunity for our CEO was reviewed with input from the People & Compensation Committee’s independent compensation consultant. For 2023, no adjustments to the target annual bonus opportunities were introduced and reflect the same 2022 percentage of base salary target opportunities. Base salary used for purposes of TOP is the base salary amounts actually paid during the year. The target annual cash bonus opportunities for each of our Named Executive Officers were as follows:

  21. Annual Cash Bonuses

    | Named Executive Officer | 2023 target annual cash bonus opportunity (as a percentage of base salary) | 2023 maximum annual cash bonus opportunity (as a percentage of base salary) | | Mr. Painter | 150% | 300% | | Mr. Barnes | 80% | 160% | | Mr. Bisio | 80% | 160% | | Mr. Large | 80% | 160% | | Ms. Lin | 80% | 160% | | Mr. Matthews | 80% | 160% |

  22. Annual Cash Bonuses

    The amount awarded under TOP is determined based on achievement of performance factors, with performance goals that are set at definitive, rigorous and objective levels. For all Named Executive Officers the performance goals were based entirely on the Company’s financial performance. The People & Compensation Committee selected revenue, adjusted EBITDA and annualized recurring revenue as the corporate financial performance measures under the 2023 TOP. Adjusted EBITDA and annualized recurring revenue are non-GAAP measures that the Company reports in its annual report on Form 10-K, together with a reconciliation of GAAP to non-GAAP financial measures, which is also included in Appendix A to this proxy statement. These measures were selected and weighted to reflect a balance of key Company metrics that measure recurring, sustainable performance and growth. Additional detail on each measure is provided below. Each measure is designed to be scored independently.

  23. Annual Cash Bonuses

    | Revenue | Adjusted EBITDA | Annualized Recurring Revenue | | Revenue reflects our ability to generate income and sustain operations, making it a fundamental indicator of our financial health and growth potential. | Adjusted EBITDA provides a clear view of our operational profitability by excluding non-cash expenses and one-time charges, offering investors a more accurate assessment of our core earnings capacity and financial viability than net income or operating income, its corresponding GAAP measures. | ARR growth gives insight into the predictability and sustainability of our revenue stream, highlighting our ability to generate consistent income over time, which is key to managing profitability, long-term stability and investor confidence, which is why this metric is used in both our STI and LTI Plans. |

  24. Annual Cash Bonuses

    The following table shows the targets and results in 2023 for the corporate financial performance metrics. Actual performance for the corporate metrics for 2023 was revenue of $3,799 million, adjusted EBITDA of $1,010 million, and ARR of $1,982 million. As provided in the award agreements, these results were adjusted from actual corporate results to account for amounts attributable to certain acquisitions or divestitures, and thereby reconcile to organic results, yielding the adjusted targets and results shown in the table. Based on these results, the formula yielded a final payout of 0.9266x, or 92.66% of target bonus opportunity.

  25. Annual Cash Bonuses

    | (Dollars in millions) | | Threshold (0x) ($) | Target (1x) ($) | Maximum (2x) ($) | Results (as adjusted) | Resulting factor | | Corporate targets | weight | | | | | | | Revenue | 20% | 3,639 | 3,749 | 3,860 | 3,674 | 0.31 | | Adjusted EBITDA | 40% | 902 | 952 | 1,007 | 977 | 1.45 | | Annualized recurring revenue | 40% | 1,783 | 1,832 | 1,880 | 1,818 | 0.71 | | Weighted average | | | | | | 0.9266 |

  26. Annual Cash Bonuses

    Based on these payout multipliers, the annual cash bonuses earned by our Named Executive Officers under TOP for performance in 2023 were as follows:

  27. Annual Cash Bonuses

    | Named Executive Officer | 2023 target annual cash bonus ($)(1) | Percentage of target bonus paid | 2023 actual annual cash bonus ($) | | Mr. Painter | 1,425,000 | 92.7% | 1,320,338 | | Mr. Barnes | 424,360 | 92.7% | 393,192 | | Mr. Bisio | 350,726 | 92.7% | 324,966 | | Mr. Large | 360,000 | 92.7% | 333,559 | | Ms. Lin | 346,154 | 112.3%(2) | 388,731 | | Mr. Matthews | 376,206 | 92.7% | 348,574 |

  28. Annual Cash Bonuses

    (1)Based on average base salary for fiscal year 2023. (2)Ms. Lin’s bonus, which was determined in connection with her separation from the Company in December 2023, was calculated off-cycle based on estimates before final financial results and applicable adjustments were determinable.

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create long-term value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. At the 2024 Annual Meeting, we are requesting stockholder approval of an amendment to our Amended and Restated 2002 Stock Plan. The proposed amendment will enable us to continue to provide equity-based awards by increasing the number of shares available for grant and modernizing certain plan provisions. See “Item 4. Approval of Amendments to the 2002 Stock Plan” for additional information. Long-term incentive compensation opportunities in the form of equity awards are determined and granted by the People & Compensation Committee. The amount and forms of such equity awards are determined by the People & Compensation Committee after considering the factors described earlier under “Overview of Executive Compensation.” The amounts of the equity awards are also intended to provide competitively-sized awards and resulting target total direct compensation opportunities within a competitive range of the market median relative to our compensation peer group and Radford survey data for similar roles and positions for each of our executive officers, taking into consideration business results, internal equity, experience and individual performance. 2023 Equity Grants In 2023, the People & Compensation Committee determined the long-term incentive equity awards to be granted to our executive officers over the annual cycle would be a mix of performance-vesting PRSUs, time-vesting RSUs and Stock Options. The mix of awards, in terms of the total annual target LTI equity value granted to each Named Executive Officer, was approximately 50% PRSUs, 37.5% RSUs and 12.5% Stock Options, except for Mr. Painter, our CEO, for whom the mix was 60% PRSUs, 25% RSUs and 15% Stock Options. •PRSUs. The People & Compensation Committee determined that PRSU awards granted in 2023 would be based on achievement of goals for both relative TSR (the “TSR factor”), to align outcomes to the market, and annualized recurring revenue (the “ARR factor”), to align outcomes to driving business results. The People & Compensation Committee adjusted weighting of the 2023 PRSU plan performance metrics compared with the weighting of metrics applied in 2022 to ensure strong focus on our core financial metric, ARR. In 2023, the PRSUs were based 75% on ARR growth over three years, with the remaining 25% based on relative TSR over three years. Both components are subject to a People & Planet Modifier similar to the one introduced in 2022. The modifier adjusts the combined vesting result of the TSR and ARR components, based on the achievement of quantifiable strategic environmental and diversity goals. The awards provide that up to 200% of the target number of units may be earned at maximum achievement of the TSR and ARR factors, with up to an additional 10%, or a total of 220%, at maximum achievement of the People & Planet modifier, in accordance with the following formula:

  30. Long-Term Incentive Compensation

    | Target Units | × | (TSR factor (25% of formula) | + | ARR factor (75% of formula)) | × | People & Planet modifier (for +/- 10% of TSR + ARR result) | = | PRSU Payout (0%-220% of target units) * |

  31. Long-Term Incentive Compensation

    *To realize a payout of over 200% of target, the TSR for the period must fall within the top quartile of the S&P 500. The TSR factor is based on relative total shareholder return over three years, from April 1, 2023 to March 31, 2026. The payout curve provides that at a threshold level of performance (TSR at the 25th percentile), the TSR factor will be 50%; if performance equals the target goal (TSR at the 50th percentile), the TSR factor will be 100%; and at the maximum level of performance (TSR at or above the 75th percentile), the TSR factor will be 200%; with linear interpolation applied between defined points. The factor is then multiplied by 25%, representing the TSR portion of the combined vesting result of the TSR and ARR components. The total shareholder return of both Trimble and the S&P 500 constituents is measured using a 90-trading-day average at the start and the end of the performance period, which reduces the effect of daily stock market volatility on these measurements. The ARR factor is based on growth in annualized recurring revenue over three years, from January 1, 2023 to the end of fiscal 2025, with performance goals approved by the People & Compensation Committee that are set at definitive, rigorous and objective levels so as to require significant effort and achievement by our executive team. The payout curve provides that any performance below a threshold level will yield an ARR factor of 0%; performance at target will yield an ARR factor of 100%; and at the maximum level of performance, the ARR factor will be 200%; with linear interpolation applied between defined points. The factor is then multiplied by 75%, representing the ARR portion of the combined vesting result of the TSR and ARR components. The People & Planet modifier is based on progress towards our carbon emissions reduction goals and our diversity goals, measured over the three years from January 1, 2023 to December 31, 2025. The modifier adjusts the initial vesting outcomes by +/- 10% (multiplicative), subject to a cap on the final payout at 200% should TSR performance in the period fall below the top quartile of the S&P 500. The payout curve provides that any performance below a threshold level yields a modifier of negative 10% (resulting in 90% payout of the TSR + ARR vesting outcomes), target level performance will yield a modifier of 0% (resulting in 100% payout of the TSR + ARR vesting outcomes), and maximum performance will yield a modifier of +10% (resulting in 110% payout of the TSR + ARR vesting outcomes, such that if the TSR + ARR target is achieved the payout would be 110%, and if the TSR + ARR maximum is achieved the payout would be 220%). Linear interpolation is applied between defined points for the People & Planet Modifier. The various targets for the People & Planet Modifier have been established to align to our 50% carbon emissions reduction goal by 2030 (from 2019 baseline) and our 2025 DEI goals. •RSUs. The time-based portion of the regular long-term incentive compensation value granted to our Named Executive Officers was delivered in the form of time-based RSU awards, weighted 25% for our CEO and 37.5% for our other Named Executive Officers. The RSUs vest over three years in annual installments. This aligns with our goals of executive retention and long-term stock price appreciation. •Stock Options. After reviewing our incentive plans to ensure their alignment with our strategic and operational initiatives and to reflect feedback we receive from our stockholders, beginning in 2023, the People & Compensation Committee reintroduced Stock Options. The Stock Options complement the RSU and PRSU awards to provide a balanced, market aligned total compensation package and promote an even greater degree of alignment with stockholder interests. The Stock Options replaced a portion of the RSUs and time-vest over a three-year period in equal annual installments. We consider Stock Options to be stockholder aligned and performance-based given absolute stock price growth is required before any value is realized. The Stock Option exercise price is equal to the closing price on the date of grant and options expire 10 years from the grant date. The People & Compensation Committee approved the mix of 2023 long-term incentive equity awards based on an assessment of our compensation objectives and historical practice, input from the People & Compensation Committee’s independent compensation consultant and market practice among companies in our peer group. The mix of time- and performance-based vesting equity awards is competitive with applicable market practice. The People & Compensation Committee determined through peer group analysis that the equity awards to our CEO would include a greater weighting on performance-based compensation than for our other Named Executive Officers, in order to align with peer companies and our pay-for-performance focus. The People & Compensation Committee approved the following aggregate equity awards for our Named Executive Officers in 2023:

  32. Long-Term Incentive Compensation

    | Named Executive Officer | Restricted stock unit awards (# of shares) | Performance stock unit awards (# of shares at target) | Stock option awards (# of shares underlying options) | Aggregate grant date fair value (as shown in Summary Compensation Table) ($) | | Mr. Painter | 58,893 | 141,343 | 106,007 | 12,679,767 | | Mr. Barnes | 22,085 | 29,447 | 22,085 | 3,131,455 | | Mr. Bisio | 10,306 | 13,741 | 10,306 | 1,461,265 | | Mr. Large | 10,306 | 13,741 | 10,306 | 1,461,265 | | Ms. Lin | 10,306 | 13,741 | 10,306 | 1,461,265 | | Mr. Matthews | 10,306 | 13,741 | 10,306 | 1,461,265 |

  33. Long-Term Incentive Compensation

    Details of the equity awards granted to our Named Executive Officers in 2023 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table, later in this proxy statement.

  34. Payouts of Awards Granted in Prior Years

    Payouts of Awards Granted in Prior Years Payout of PRSU awards granted in 2020 In 2023, four of our Named Executive Officers, Mr. Painter, Mr. Barnes, Mr. Bisio, and Mr. Matthews, earned amounts under certain PRSUs granted to them in 2020. The PRSUs granted in 2020 consisted of awards on two separate dates, in May and October, that each measured performance based on relative TSR against the S&P 400 over performance periods ending May 15, 2023 (“2020 TSR-based PRSUs”). The 2020 TSR-based PRSUs granted in May 2020 measured performance over three separate measurement periods of one-, two- and three-year terms, each beginning May 15, 2020, which were then combined in equal parts for a single vesting determination at May 15, 2023 (since 2022, the TSR-based awards have just a single measurement period). The payout curve for shares that may be earned for each performance period provided that 50% of target shares may be earned at a threshold level of performance with a TSR at the 25th percentile, 100% of target shares may be earned if the TSR is at the 50th percentile, and 200% of target shares may be earned at a maximum level of performance with a TSR at or above the 75th percentile, using linear interpolation for amounts between each specified level. The table below shows the actual results and corresponding payout rates for the 2020 TSR-based awards.

  35. Payouts of Awards Granted in Prior Years

    | | One-year period | Two-year period | Three-year period | Combined vesting determination | | Trimble’s TSR | 104% | 90% | 40% | | | Percentile rank | 90% | 79% | 44% | | | Payout rate | 200% | 200% | 87% | 162.44% |

  36. Payouts of Awards Granted in Prior Years

    The table below sets forth the number of 2020 TSR-based PRSUs that vested on May 15, 2023 for each of our Named Executive Officers.

  37. Payouts of Awards Granted in Prior Years

    | Named Executive Officer | 2020 PRSUS vested (# of shares) | | Mr. Painter | 59,186 | | Mr. Barnes | 22,233 | | Mr. Bisio | 13,339 | | Mr. Large (1) | — | | Ms. Lin (1) | — | | Mr. Matthews | 13,339 |

  38. Payouts of Awards Granted in Prior Years

    (1) Neither Mr. Large nor Ms. Lin received PRSU awards in 2020. The 2020 TSR-based awards granted in October 2020 were scored over a single period of 2 ½ years. These awards did not meet the threshold level of performance, so no amounts were earned under these awards. Payout of PRSU awards granted in 2021 In 2023, five of our Named Executive Officers, Mr. Painter, Mr. Barnes, Mr. Bisio, Mr. Large, and Mr. Matthews, earned amounts under certain PRSUs granted to them in 2021. The PRSUs granted in 2021 include awards that measure performance based on annualized recurring revenue over the three fiscal years ending December 29, 2023 (“2021 ARR-based PRSUs”). Amounts earned under these awards are detailed below. The PRSUs granted in 2021 also include awards that measure performance based on relative TSR over several periods within an overall performance period ending May 15, 2024 (“2021 TSR-based PRSUs”), although as of the Record Date the performance metrics are not on track for amounts to be earned under that portion. The 2021 ARR-based PRSUs were tied to growth in annualized recurring revenue over a single performance measurement period from the grant date to December 29, 2023. The table below describes the goals, and related cumulative annual growth rates (“CAGR”), for annualized recurring revenue, with a target of $1.678 billion.

  39. Payouts of Awards Granted in Prior Years

    | 2020 ARR baseline ($B) | 3-year CAGR needed to achieve goal | 2023 ARR based on CAGR goal | ARR factor | | 1.296 | 0% | 1,296 | 0 | | | 5% | 1,500 | .50x | | | 9% | 1,678 | 1.0x | | | 11% | 1,772 | 1.5x | | | 13% | 1,870 | 2.0x |

  40. Payouts of Awards Granted in Prior Years

    The final ARR at the end of Q4 2023 was $1.982 billion. Actual performance used to determine the resulting factors was subject to adjustment as provided under the award agreements, whereby annualized recurring revenue was adjusted to exclude term license revenue. The adjusted amount of ARR was $1.839 billion, which resulted in a 184.16% ARR payout factor. The table below sets forth the number of 2021 ARR-based PRSUs that vested on December 29, 2023 for each of our Named Executive Officers.

  41. Payouts of Awards Granted in Prior Years

    | Named Executive Officer | 2021 PRSUS vested (# of shares) | | Mr. Painter | 68,538 | | Mr. Barnes | 17,003 | | Mr. Bisio | 6,801 | | Mr. Large | 4,817 | | Ms. Lin (1) | — | | Mr. Matthews | 6,801 |

  42. Payouts of Awards Granted in Prior Years

    (1) Ms. Lin did not receive PRSU awards in 2021. The 2021 TSR-based PRSU awards are tied to relative TSR as measured against the S&P 500 Index. The 2021 TSR-based PRSUs measure performance over three separate measurement periods of one-, two- and three-year terms, each beginning May 15, 2021, which are then combined in equal parts for a single vesting determination on May 15, 2024 (the TSR-based awards granted since 2022 have just a single measurement period). The payout curve for shares that may be earned for each performance period provides that 50% of target shares may be earned at a threshold level of performance with a TSR at the 25th percentile, 100% of target shares may be earned if the TSR is at the 50th percentile, and 200% of target shares may be earned at a maximum level of performance with a TSR at or above the 75th percentile. As the vesting determination for the 2021 TSR-based PRSU awards will occur in 2024, no amounts have yet been earned under these awards and currently, as of the Record Date, the performance metrics are not on track for amounts to be earned under these awards.

  43. Welfare and Health Benefits

    Welfare and Health Benefits Our executive officers are eligible to receive the same employee benefits that are generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits (which vary by country/region), include health and wellness benefits, life insurance and disability benefits, flexible savings accounts, paid time off, parental and family leave, and various support and assistance programs. In addition, our employees, including our executive officers, are eligible to participate in our Section 401(k) retirement plan, under which participants in general may receive up to $4,000 per year in matching Company contributions, and our Employee Stock Purchase Plan, under which participants may purchase shares of Company stock at a discount, at regular intervals. In late 2022, the People & Compensation Committee approved the use of an external vendor to conduct a comprehensive annual executive physical exam for certain executives, including each of our Named Executive Officers. The People & Compensation Committee determined it was important that our most senior leaders prioritize their own health in the best interests of our continued success. In 2023, Mr. Painter and Mr. Matthews received payments on behalf of this benefit in the amounts of $4,790 and $6,916, respectively. Certain eligible executive officers, including each of the Named Executive Officers, participate in a post-employment equity vesting arrangement (see the description under “Post-Employment Compensation—Trimble Age & Service Equity Vesting Program” later in this proxy statement). Certain of our Named Executive Officers have also participated in our Non-Qualified Deferred Compensation Plan, further discussed later in this proxy statement. In addition, we pay basic life insurance premiums on behalf of our Named Executive Officers, as part of our general death benefits for full time employees. In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.

  44. Executive Severance and Change-in-Control Compensation Arrangements

    Executive Severance and Change-in-Control Compensation Arrangements We have entered into executive severance and change in control severance agreements (the “Severance Agreements”) with each of our executive officers, including our Named Executive Officers. The post-employment compensation arrangements provided under the Severance Agreements are intended to supersede any post-employment arrangements provided to the Named Executive Officers in their employment agreements or offer letters. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. The Severance Agreements are designed to provide reasonable compensation to executive officers who leave our employ under certain circumstances to facilitate their transition to new employment. Further, in some instances, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. The terms and conditions of these arrangements are described in “Post-Employment Compensation” later in this proxy statement. The People & Compensation Committee does not consider the specific amounts payable under the executive severance and change-in-control severance arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. We believe that these arrangements are designed to align the interests of our executive officers and our stockholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders. For detailed descriptions of the post-employment compensation arrangements we maintained with our Named Executive Officers for 2023, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Post-Employment Compensation” later in this proxy statement.

  45. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Stock Ownership Policy We maintain a stock ownership policy for our executives, as well as for members of our Board, to further align their respective interests with the interests of our stockholders, and to further promote our commitment to sound corporate governance. This policy requires our executive officers (as defined under SEC rules) to each own a minimum number of shares of our common stock equal to a multiple of his or her annualized base salary. Effective November 2022, our Board modified the stock ownership policy for executives to increase the threshold stock ownership requirements and to introduce a stock retention requirement. The guidelines require our executive officers to maintain ownership in the company’s stock equal to a multiple of their base salary. The multiple of base salary for the CEO is 8x (increased from 5x), for other executive officers besides the Chief Accounting Officer is 3x (increased from 2x), and for the Chief Accounting Officer is 2x (increased from 1x). Our executives will have 5 years to achieve these heightened levels of stock ownership, subject to the new stock retention policy if the threshold ownership level has not yet been achieved. The new threshold ownership levels are set forth below:

  46. Other Compensation Policies and Practices

    The shares of our common stock counted toward the ownership guidelines include shares owned directly and indirectly, provided there is an economic interest in the shares. Shares subject to time-based RSUs are counted toward the ownership guidelines, whether vested or unvested, but shares subject to unexercised options and unearned PRSUs are not counted toward the ownership guidelines. The shares needed for an executive to meet the minimum ownership level may be accumulated during the first five years from the date they assume one of the roles listed or from the effectiveness of the new ownership requirements, whichever is greater. Until that ownership requirement is attained, covered executives must retain 50% of their after-tax shares acquired upon exercise or vesting of an equity award. As of the Record Date, each of our executive officers, including the Named Executive Officers, to whom the minimum ownership levels apply, has achieved their respective required ownership levels. For the stock ownership requirements applicable to the members of our Board, see “Nonemployee Director Compensation—Non-Employee Director Stock Ownership Guidelines.” Compensation Recovery (“Clawback”) Policy In May 2017, the Board adopted the Trimble Inc. Incentive Compensation Recoupment Policy, which was amended in September 2023 (such policy, as amended, the “Clawback Policy”). The Clawback Policy includes both (1) a mandatory recovery element applicable to our current and former executive officers who are subject to Section 16 of the Securities Exchange Act of 1934 (“Section 16 officers”) to comply with the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement on a “no fault” basis and (2) a discretionary element that permits the Company to seek recovery or forfeiture of Additional Compensation (as defined below) over a three-year lookback period awarded to our current and former Section 16 officers if they committed certain misconduct that directly caused or materially contributed to the need for an accounting restatement. “Additional Compensation” means compensation that is received by a current or former Section 16 officer during the applicable lookback period, whether cash- or equity-based (including, without limitation, time-based and performance-based equity awards), which may be discretionary or performance-based, but not including salary or employee retirement, welfare benefits and not including compensation recoverable under the mandatory recovery aspect of the Clawback Policy. Each of our Section 16 officers is required to sign an acknowledgment of the Clawback Policy. The Clawback Policy was filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 29, 2023. Policy Prohibiting Hedging or Pledging of Company Securities We have a policy that prohibits all hedging or monetization transactions, which could result in an employee, including an executive officer, or a member of our Board to continue to own the covered securities at issue, but without the full risks and rewards of ownership. If that were to occur, the employee or director may no longer have the same objectives as our other stockholders. We consider it improper and inappropriate for our employees, including our executive officers, to engage in such transactions, and have expressly prohibited directors, employees and their designees from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset any decrease in the market value of our equity securities, under our Insider Trading Policy. While use of Company securities as collateral for margin accounts or other transactions does not directly create a misalignment with stockholders’ interests, it raises potential risks to stockholder value, particularly if the pledge is significant. Based on these potential risks, we have prohibited pledging transactions as well. Equity Grant Timing Practices The Company does not time equity awards in coordination with the release of material non-public information. Annual equity awards are granted as of the date of the Committee’s March meeting, and grants to any newly-hired or promoted executives are made on the date of hire or promotion.

  47. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation information for the 2023, 2022 and 2021 fiscal years, respectively, for each of the Named Executive Officers.

  48. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE — 2023, 2022, and 2021 | | | | | | | | | Name and Principal Position | Year (1) | Salary ($) (2) | Stock awards ($) (3) | Option awards ($) (4) | Non-equity incentive plan compensation ($) (5) | All other compensation ($) (6) | Total ($) | | Robert G. Painter | 2023 | 950,000 | 10,595,669 | 2,084,098 | 1,320,338 | 4,537 | 14,954,642 | | President and Chief Executive Officer | 2022 | 937,692 | 14,116,649 | — | 1,074,217 | 5,808 | 16,134,366 | | | 2021 | 882,692 | 10,533,714 | — | 2,535,632 | 4,783 | 13,956,821 | | David G. Barnes | 2023 | 530,450 | 2,697,263 | 434,191 | 393,192 | 4,050 | 4,059,146 | | Chief Financial Officer | 2022 | 515,000 | 3,478,978 | — | 314,657 | 4,000 | 4,312,635 | | | 2021 | 509,808 | 3,316,308 | — | 779,022 | 3,000 | 4,608,138 | | Ronald J. Bisio | 2023 | 439,299 | 1,258,649 | 202,616 | 324,966 | 4,400 | 2,229,930 | | Senior Vice President | 2022 | 399,620 | 1,623,456 | — | 244,162 | 4,000 | 2,271,238 | | Peter Large | 2023 | 450,000 | 1,258,649 | 202,616 | 333,559 | 4,000 | 2,248,824 | | Senior Vice President | | | | | | | | | Jennifer Lin | 2023 | 432,692 | 1,258,649 | 202,616 | 388,731 | 849,000 | 3,131,688 | | Former Senior Vice President | 2022 | 450,000 | 1,449,538 | — | 274,943 | 3,000 | 2,177,481 | | Darryl R. Matthews | 2023 | 470,257 | 1,258,649 | 202,616 | 348,574 | 4,125 | 2,284,221 | | Former Senior Vice President | 2022 | 466,083 | 1,623,456 | — | 284,770 | 4,000 | 2,378,309 | | | 2021 | 447,685 | 1,461,504 | — | 684,063 | 3,000 | 2,596,252 |

  49. Summary Compensation Table

    (1)Mr. Bisio, Mr. Large, and Ms. Lin became Named Executive Officers in 2022, 2023, and 2022, respectively. (2)The amounts shown are for amounts of salary earned in each year, which generally differ from base salary rates for a number of reasons. Base salary rates are generally adjusted mid year and do not include all elements included in the salaries shown in the table, such as vacation pay, which can vary from year to year. (3)Represents the grant date fair value of the stock awards in accordance with FASB ASC Topic 718. See Note 3 to the following table, “Grants of Plan-Based Awards—2023,” for details regarding these awards. The PRSUs granted in 2023 are included in the “Stock Awards” column assuming target performance levels. Assuming maximum performance was achieved, the grant date value of such PRSUs would be as follows: Mr. Painter $16,845,198, Mr. Barnes $3,509,488, Mr. Bisio $1,637,636, Mr. Large $1,637,636, Ms. Lin $1,637,636 and Mr. Matthews $1,637,636. For comparison with the values shown in the table, those numbers would need to be added to the following grant date values for RSUs: Mr. Painter $2,938,761, Mr. Barnes $1,102,042, Mr. Bisio $514,269, Mr. Large $514,269, Ms. Lin $514,269 and Mr. Matthews $514,269. (4)Represents the grant date fair value of the option awards. For a description of the assumptions used in determining this value, please refer to “Note 14: Employee Stock Benefit Plans” of the Company’s Consolidated Financial Statements included in our annual report on Form 10-K filed on February 26, 2024. See Note 3 to the following table, “Grants of Plan-Based Awards—2023,” for details regarding these awards. (5)Consists of cash bonuses earned under the Trimble OneBonus Plan (TOP). (6)Consists of various items not reportable in other columns of the table. The amounts shown for Ms. Lin in 2023 consist of the following amounts accrued under her executive severance agreement: $450,000 representing one year’s salary, $360,000 target bonus, $35,000 COBRA premiums for continued health coverage, and $4,000 401K match by the Company.

  50. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below lists the plan-based awards for each of the Named Executive Officers during the fiscal year ended December 29, 2023.

  51. Grants of Plan-Based Awards

    | GRANTS OF PLAN-BASED AWARDS — 2023 | | | | | | | | | | | | | | Name | Award type (1) | Grant date | Estimated future payouts under non-equity incentive plan awards (2) | | | Estimated possible payouts under equity incentive plan awards | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/Share) | Grant date fair value of stock and option awards (3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert G. Painter | Cash Incentive | | | 1,425,000 | 2,850,000 | | | | | | | | | | RSU Award | 3/21/2023 | | | | | | | 58,893 | | | 2,938,761 | | | PRSU Award | 3/21/2023 | | | | 15,901 | 141,343 | 310,955 | | | | 7,656,908 | | | Option Award | 3/21/2023 | | | | | | | 106,007 | | 49.90 | 2,084,098 | | David G. Barnes | Cash Incentive | | | 424,360 | 848,720 | | | | | | | | | | RSU Award | 3/21/2023 | | | | | | | 22,085 | | | 1,102,042 | | | PRSU Award | 3/21/2023 | | | | 3,313 | 29,447 | 64,783 | | | | 1,595,222 | | | Option Award | 3/21/2023 | | | | | | | 22,085 | | 49.90 | 434,191 | | Ronald J. Bisio | Cash Incentive | | | 350,726 | 701,452 | | | | | | | | | | RSU Award | 3/21/2023 | | | | | | | 10,306 | | | 514,269 | | | PRSU Award | 3/21/2023 | | | | 1,546 | 13,741 | 30,230 | | | | 744,380 | | | Option Award | 3/21/2023 | | | | | | | 10,306 | | 49.90 | 202,616 | | Peter Large | Cash Incentive | | | 360,000 | 720,000 | | | | | | | | | | RSU Award | 3/21/2023 | | | | | | | 10,306 | | | 514,269 | | | PRSU Award | 3/21/2023 | | | | 1,546 | 13,741 | 30,230 | | | | 744,380 | | | Option Award | 3/21/2023 | | | | | | | 10,306 | | 49.90 | 202,616 | | Jennifer Lin | Cash Incentive | | | 346,154 | 692,308 | | | | | | | | | | RSU Award | 3/21/2023 | | | | | | | 10,306 | | | 514,269 | | | PRSU Award | 3/21/2023 | | | | 1,546 | 13,741 | 30,230 | | | | 744,380 | | | Option Award | 3/21/2023 | | | | | | | 10,306 | | 49.90 | 202,616 | | Darryl R. Matthews | Cash Incentive | | | 376,206 | 752,412 | | | | | | | | | | RSU Award | 3/21/2023 | | | | | | | 10,306 | | | 514,269 | | | PRSU Award | 3/21/2023 | | | | 1,546 | 13,741 | 30,230 | | | | 744,380 | | | Option Award | 3/21/2023 | | | | | | | 10,306 | | 49.90 | 202,616 |

  52. Grants of Plan-Based Awards

    (1)The material terms of the PRSU awards are described in “Compensation Discussion and Analysis” above, under the section “Details of 2023 Executive Compensation—Long-Term Incentive Compensation—2023 Equity Grants.” The time‑based RSU awards and the option awards vest over three years, with one third vesting on each anniversary of the “vesting start date”, which is April 15, 2023. (2)Under TOP for 2023, the annual target cash incentive opportunity was a percentage of base salary (based on the actual amount paid during the year), which was 150% for Mr. Painter and 80% for the other Named Executive Officers. No payout is guaranteed under TOP and there is no threshold performance level for TOP. The maximum payout under TOP for each executive is 200% of target. (3)The fair values of stock awards were calculated in accordance with FASB ASC Topic 718. The fair value of the time-based RSU awards is determined using the closing price of our common stock on the date of grant. The fair value of the performance-based PRSU awards is determined by the probable achievement of the underlying performance goals as of the grant date and, for the factor based on total shareholder return, by using a Monte Carlo valuation model, which results in a value greater than the price of Trimble's stock at the date of grant. The fair value of the options is determined by the Black-Scholes valuation model. For a description of the assumptions used in determining the values described in these columns, please refer to “Note 14: Employee Stock Benefit Plans” of the Company’s annual report on Form 10-K filed on February 26, 2024. The aggregate maximum value, per Named Executive Officer, of the PRSU awards (determined as of the grant date, using the grant date stock price), assuming the highest level of performance is achieved, is as follows: Mr. Painter $16,845,197, Mr. Barnes $3,509,488, Mr. Bisio $1,637,636, Mr. Large $1,637,636, Ms. Lin $1,637,636 and Mr. Matthews $1,637,636.

  53. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below shows the stock options and stock awards outstanding for each of the Named Executive Officers as of the fiscal year ended December 29, 2023.

  54. Outstanding Equity Awards at Fiscal Year-End

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2023 | | | | | | | | | | | Name | Grant Date | Option awards | | | | Stock awards | | | | | | | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Robert G. Painter | 1/4/2020(3) | 208,847 | — | 41.51 | 1/4/2030 | | | | | | | 5/12/2021(4) | | | | | 16,872 | 897,590 | | | | | 5/12/2021(5)(A) | | | | | | | 6,203 | 329,982 | | | 3/29/2022(4) | | | | | 46,812 | 2,490,398 | | | | | 3/29/2022(6)(B) | | | | | | | 52,662 | 2,801,618 | | | 3/29/2022(7)(B) | | | | | | | 52,662 | 2,801,618 | | | 3/21/2023(8) | — | 106,007 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 58,893 | 3,133,108 | | | | | 3/21/2023(9)(B) | | | | | | | 106,007 | 5,639,572 | | | 3/21/2023(10)(B) | | | | | | | 35,336 | 1,879,875 | | David G. Barnes | 12/2/2019(11) | 23,564 | 5,891 | 40.40 | 12/2/2029 | | | | | | | 5/10/2021(4) | | | | | 6,279 | 334,043 | | | | | 5/10/2021(5)(A) | | | | | | | 1,539 | 81,866 | | | 3/29/2022(4) | | | | | 14,629 | 778,263 | | | | | 3/29/2022(6)(B) | | | | | | | 10,971 | 583,657 | | | 3/29/2022(7)(B) | | | | | | | 10,971 | 583,657 | | | 3/21/2023(8) | — | 22,085 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 22,085 | 1,174,922 | | | | | 3/21/2023(9)(B) | | | | | | | 22,085 | 1,174,922 | | | 3/21/2023(10)(B) | | | | | | | 7,362 | 391,658 | | Ronald J. Bisio | 5/10/2021(4) | | | | | 2,512 | 133,638 | | | | | 5/10/2021(5)(A) | | | | | | | 616 | 32,745 | | | 3/29/2022(4) | | | | | 6,828 | 363,250 | | | | | 3/29/2022(6)(B) | | | | | | | 5,119 | 272,331 | | | 3/29/2022(7)(B) | | | | | | | 5,119 | 272,331 | | | 3/21/2023(8) | — | 10,306 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 10,306 | 548,279 | | | | | 3/21/2023(9)(B) | | | | | | | 10,306 | 548,279 | | | 3/21/2023(10)(B) | | | | | | | 3,435 | 182,742 | | Peter Large | 5/10/2021(4) | | | | | 1,779 | 94,643 | | | | | 5/10/2021(5)(A) | | | | | | | 436 | 23,195 | | | 3/29/2022(4) | | | | | 5,852 | 311,326 | | | | | 3/29/2022(6)(B) | | | | | | | 4,388 | 233,442 | | | 3/29/2022(7)(B) | | | | | | | 4,388 | 233,442 | | | 3/21/2023(8) | — | 10,306 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 10,306 | 548,279 | | | | | 3/21/2023(9)(B) | | | | | | | 10,306 | 548,279 | | | 3/21/2023(10)(B) | | | | | | | 3,435 | 182,742 | | Jennifer Lin | 3/21/2023(8) | 4,410 | — | 49.90 | 12/15/2024 | | | | | | | 3/29/2022(6)(B) | | | | | | | 2,606 | 138,639 | | | 3/29/2022(7)(B) | | | | | | | 2,606 | 138,639 | | | 3/21/2023(9)(B) | | | | | | | 2,507 | 133,372 | | | 3/21/2023(10)(B) | | | | | | | 835 | 44,422 | | Darryl R. Matthews | 5/10/2021(4) | | | | | 2,512 | 133,638 | | | | | 5/10/2021(5)(A) | | | | | | | 616 | 32,745 | | | 3/29/2022(4) | | | | | 6,828 | 363,250 | | | | | 3/29/2022(6)(B) | | | | | | | 5,119 | 272,331 | | | 3/29/2022(7)(B) | | | | | | | 5,119 | 272,331 | | | 3/21/2023(8) | — | 10,306 | 49.90 | 3/21/2033 | | | | | | | 3/21/2023(4) | | | | | 10,306 | 548,279 | | | | | 3/21/2023(9)(B) | | | | | | | 10,306 | 548,279 | | | 3/21/2023(10)(B) | | | | | | | 3,435 | 182,742 |

  55. Outstanding Equity Awards at Fiscal Year-End

    (1) The market value was calculated using the closing price of the Company’s common stock at fiscal year end, which was $53.20. (2) The PRSU awards vest depending on satisfaction of the applicable performance conditions, with linear interpolation between threshold and maximum achievement. In accordance with SEC rules, the number and value shown for these awards reflect one of: (x) threshold achievement in the case of awards tracking at or below threshold level, (y) target achievement in the case of awards tracking above threshold but at or below target level, or (z) maximum achievement in the case of awards tracking above target level. This table excludes a number of PRSU awards that vested on the last day of the fiscal year, and therefore are deemed no longer outstanding, although they were not settled until early in 2024. (3) This performance stock option vested in 1/3 increments upon achievement of stock appreciation goals reflecting increases of 10%, 20% and 30% above the exercise price at any time within five years from the date of grant, subject to continued service by Mr. Painter for three years from the date of grant. All of the stock appreciation goals had been reached as of the end of 2020, such that this award remains subject only to time-based vesting. (4) These time-based RSU awards vest over three years, with one third vesting on each anniversary of the designated “vesting start date”, which is set at the 15th of the month in which the grant is made if the grant is made by the 15th day of a month, or the 15th of the following month if the grant is made after the 15th day of a month. (5) These PRSU awards will vest after the completion of the performance period, subject to each officer's continued employment. These awards measure performance over 3 separate measurement periods of 1, 2 and 3 year terms beginning May 15, 2021.The number of shares that will vest is based on a multiplier determined by the Company's relative TSR as compared to that of the S&P 500 during each measurement period. The multiplier can range from 0-2x, with a target of 1x at a relative TSR in the 50th percentile. (6) Represents the TSR factor portion of the PRSU awards granted in 2022, which are materially the same as the PRSU awards granted in 2023 (see note (9), below) except that in 2022 the TSR portion was 50% of the total performance formula. These awards will vest March 31, 2025. (7) Represents the ARR factor portion of the PRSU awards granted in 2022, which are materially the same as the PRSU awards granted in 2023 (see note (9), below) except that in 2022 the ARR portion was 50% of the total performance formula. These awards will vest March 31, 2025 (8) These options vest over 3 years in equal annual installments, on April 15 of 2024, 2025 and 2026 (9) Represents the ARR factor portion of the PRSU awards granted in 2023. The material terms of these PRSU awards are described in “Compensation Discussion and Analysis” above, under the section “Details of 2023 Executive Compensation—Long-Term Incentive Compensation—2023 Equity Grants.” (10) Represents the TSR factor portion of the PRSU awards granted in 2023 (see note (9), above). (11) These options vest over five years, with 40% vesting on the second anniversary of the grant date and the remaining 60% vesting equally on a monthly basis thereafter. (A) These awards were tracking below threshold level as of December 29, 2023 and therefore are reported in the table assuming threshold achievement levels. (B) These awards were tracking above threshold level but below target level as of December 29, 2023 and therefore are reported in the table assuming target achievement levels.

  56. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below shows the aggregate number of shares subject to stock options that were exercised by each of the Named Executive Officers and the aggregate number of shares acquired through vesting of RSU awards, during the fiscal year ended December 29, 2023.

  57. Option Exercises and Stock Vested

    | OPTION EXERCISES AND STOCK VESTED — 2023 | | | | | | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | | Robert G. Painter | | | 224,004 | 11,172,653 | | David G. Barnes | | | 61,952 | 3,015,782 | | Ronald J. Bisio | | | 31,575 | 1,525,043 | | Peter Large | | | 10,864 | 551,884 | | Jennifer Lin | | | 3,047 | 151,680 | | Darryl R. Matthews | | | 31,575 | 1,592,781 |

  58. Option Exercises and Stock Vested

    (1)Determined by multiplying the closing price of a share of our common stock on the distribution date of vesting by the number of shares vested.

  59. Potential Payments upon Termination or a Change in Control

    Potential Payments upon Termination or a Change in Control The Company’s Board has approved standard forms of an Executive Severance Agreement and a Change in Control Severance Agreement for the Company’s executive officers. The Company has entered into such agreements with each of the Named Executive Officers besides Mr. Painter providing the benefits described below, and has entered into agreements with Mr. Painter on substantially similar terms but with the additional benefits described below. The post-employment compensation arrangements provided under these agreements are intended to supersede any post-employment arrangements provided to the Named Executive Officers in their prior employment agreements or offer letters. Under the Executive Severance Agreements, if the executive’s employment is terminated by the Company other than for “cause” or if the executive terminates his or her employment for “good reason” (as such terms are defined in the agreements), and such termination is not covered by the provisions of the Chang in Control Severance Agreement described below, and subject to the executive executing a release of any claims against the Company, the executive will receive: •100% (200% in the case of Mr. Painter) of the sum of (A) the executive’s annual base salary and (B) the amount of the executive’s target bonus under the Company's management incentive plan, which is an amount equal to a percentage of the executive’s annual base salary; •a prorated portion (based on the number of days of service completed during the performance period) of the actual bonus amount payable for the year in which the termination occurs; •a lump-sum cash payment approximating the cost of COBRA premiums for 14 months (18 months in the case of Mr. Painter) of continued health coverage; and •pro rata vesting of outstanding equity awards based on the length of time from the date of the grant to the date of termination, with the pro rata portion of any performance-based awards settled after the end of the applicable performance period and based additionally on actual attainment of the performance goals. For Mr. Painter, any time-based equity awards (stock options or time-based restricted stock units) would be subject to an additional 12 months service credit toward vesting of the awards in addition to the pro rata vesting described in the prior sentence. Under the Change in Control Severance Agreements, if the executive’s employment is terminated as described above and the termination occurs within 12 months following a change in control, or within three months prior to the change in control if such termination is in connection with the change in control, the executive will instead receive: •150% (200% in the case of Mr. Painter) of the sum of (A) the executive’s annual base salary and (B) the amount of the executive’s target bonus; •a prorated portion (based on the number of days of service completed during the performance period) of the actual bonus amount payable for the year in which the termination occurs; •a lump-sum cash payment approximating the cost of COBRA premiums for 14 months (18 months in the case of Mr. Painter) of continued health coverage; and •accelerated vesting of outstanding equity awards. In the event that the benefits payable under these arrangements constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the executive’s benefits under the change in control and severance agreement shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts results in the receipt by the executive on an after-tax basis, of the greatest amount of benefits. The foregoing shall take into account the applicable federal, state and local income taxes and the Excise Tax, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. None of the Executive Severance Agreements or Change in Control Severance Agreements provide for a tax “gross-up” obligation by the Company in the event that any excise tax becomes payable by a Named Executive Officer. The foregoing description is qualified in its entirety by the description of the standard forms of these agreements filed as exhibits 10.1 and 10.2 to the Company’s quarterly report on Form 10-Q filed August 8, 2017, and the agreements with Mr. Painter filed as Exhibits 10.15 and 10.16 to the Company's annual report on Form 10-K filed February 26, 2021.

  60. Termination without a Change in Control

    | POTENTIAL PAYMENTS UPON A QUALIFYING TERMINATION | | | | | | Name | Multiple of salary and target bonus ($) (1) | Bonus accrued but unpaid as of fiscal year end ($) | Health benefits ($) (2) | Total ($) | | Robert G. Painter | 4,750,000 | 1,320,338 | 49,728 | 6,120,066 | | David G. Barnes | 959,960 | 393,192 | 26,111 | 1,379,263 | | Ronald J. Bisio | 800,726 | 324,966 | 38,677 | 1,164,369 | | Peter Large | 810,000 | 333,559 | 31,450 | 1,175,009 | | Jennifer Lin (3) | 810,000 | 388,731 | 35,000 | 1,233,731 | | Darryl R. Matthews (4) | 846,462 | 348,574 | 35,000 | 1,230,036 |

  61. Termination in Connection with a Change in Control

    | POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND QUALIFYING TERMINATION | | | | | | Name | Multiple of salary and target bonus ($) (1) | Bonus accrued but unpaid as of fiscal year end ($) | Health Benefits ($) (2) | Total ($) | | Robert G. Painter | 4,750,000 | 1,320,338 | 49,728 | 6,120,066 | | David G. Barnes | 1,439,940 | 393,192 | 26,111 | 1,859,243 | | Ronald J. Bisio | 1,201,089 | 324,966 | 38,677 | 1,564,732 | | Peter Large | 1,215,000 | 333,559 | 31,450 | 1,580,009 | | Jennifer Lin (3) | | | | | | Darryl R. Matthews | 1,269,695 | 348,574 | 38,677 | 1,656,946 |

  62. CEO PAY RATIO

    CEO PAY RATIO Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of all our employees, the annual total compensation of our President and Chief Executive Officer, Robert G. Painter, and the ratio of these two amounts. We have determined the median of the annual total compensation of all our employees, excluding Mr. Painter, for 2023 to be $83,971. The annual total compensation of Mr. Painter, our CEO, was $14,954,642 for 2023, as reported in our “Summary Compensation Table.” The ratio of the annual total compensation of Mr. Painter to the median of the annual total compensation of all our employees was 178.1 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. As permitted by SEC rules, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our pay ratio disclosure last year, based on our determination that there was no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio. The process we used in 2022 to identify our median employee is set forth below: •We selected the base salaries in effect as of December 30, 2022 and incentive awards based on the period from January 1 through December 30, 2022 as the compensation measure to be used to compare the compensation of our employees. •We selected December 30, 2022 which is within the last three months of 2022, as the date upon which we would identify the “median employee,” because it enabled us to make such identification in a reasonably efficient and economical manner. As of December 30, 2022, our employee population consisted of approximately 12,108 individuals, with approximately 5,290 employees in the United States and approximately 6,818 employees outside the United States. In determining this population, we considered the employees of our subsidiaries and all of our worldwide employees other than the CEO, whether employed on a full-time, part-time, or seasonal basis, except for our employees in Brazil (368 employees), South Africa (84 employees), Hungary (38 employees), Mexico (33 employees), Thailand (24 employees), Malaysia (14 employees), Poland (12 employees), Indonesia (11 employees), Ukraine (9 employees), and Bulgaria (3 employees), totaling 596 individuals. Such total was excluded pursuant to the de minimis exemption provided under Item 402(u), which permits a company to exclude up to 5% of its total employees who are located in countries outside the United States. We did not include any contractors or other non-employee workers in our employee population. •We annualized the compensation for any full-time and part-time employees who commenced work during 2022. We did not make any cost-of-living adjustments. •Having identified the median employee, we totaled all of the elements of the employee’s annual total compensation for 2022 in accordance with the requirements of the applicable SEC rules, using the same methodology we use for our named executive officers as set forth in our “Summary Compensation Table.” Because the SEC rules for identifying the median of the annual total compensation of all our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as those companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  63. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  64. Pay Versus Performance Table

    Pay Versus Performance Table Preliminary note: The amounts shown below as compensation actually paid in 2022, 2021 and 2020 are different than the amounts for those years that were shown in our proxy statement for our 2023 annual meeting of stockholders, as a result of updating our calculations for those years based on new interpretive guidance provided by the SEC in the past year.

  65. Pay Versus Performance Table

    | Year | Summary Compensation Table total for PEO ($) (1) | Compensation actually paid to PEO ($) (2) | Average Summary Compensation Table total for non-PEO NEOs ($) (3) | Average compensation actually paid to non-PEO NEOs ($) (4) | Value of initial fixed $100 investment based on: | | Net income (in millions) ($) | Annualized recurring revenue (in millions) ($) (6) | | | | | | | Total shareholder return ($) | Peer group total shareholder return ($) (5) | | | | 2023 | 14,954,642 | 15,018,601 | 2,790,762 | 2,373,641 | 128 | 219 | 311.3 | 1,982.3 | | 2022 | 16,134,366 | (8,517,884) | 2,700,601 | (1,963,061) | 121 | 139 | 449.7 | 1,603.7 | | 2021 | 13,956,821 | 27,444,349 | 3,551,936 | 9,812,718 | 209 | 194 | 492.7 | 1,409.1 | | 2020 | 12,590,537 | 24,701,292 | 2,893,607 | 8,077,129 | 160 | 144 | 389.9 | 1,295.8 |

  66. Pay Versus Performance Table

    (1)The principal executive officer (“PEO”) of the Company for each year shown in the table was Robert G. Painter, the Company’s CEO. (2)Following are the adjustments made to the summary compensation table totals to determine the amounts shown as compensation actually paid for the PEO:

  67. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | (A) Pension Plans—Present Value: Deduct the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans | N/A | N/A | N/A | N/A | | (B) Pension Plans—Service Costs: Add the aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans | N/A | N/A | N/A | N/A | | (C) Equity Awards | | | | | | (1) Deduct the amounts reported in the Summary Compensation Table under “Stock Awards” and “Option Awards”: | -12,679,767 | -14,116,649 | -10,533,714 | -11,713,201 | | (i) Add the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the year: | +15,166,916 | +10,193,939 | +12,516,060 | +21,295,591 | | (ii) Add the amount equal to the change as of the end of the year (from the end of the prior year) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of the year: | -1,894,889 | -19,570,851 | +8,379,426 | +1,548,864 | | (iii) Add, for awards that are granted and vest in the same year, the fair value as of the vesting date: | — | — | — | — | | (iv) Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the year: | -528,301 | -1,158,689 | +3,125,756 | +979,501 | | (v) Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the year, the amount equal to the fair value at the end of the prior year: | — | — | — | — | | (vi) Add the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in the total compensation for the year: | — | — | — | — | | Total adjustments: | +63,959 | -24,652,250 | +13,487,528 | +12,110,755 |

  68. Pay Versus Performance Table

    (3)The non-PEO NEOs for each year shown in the table were:

  69. Pay Versus Performance Table

    | 2023 | 2022 | 2021 | 2020 | | David G. Barnes | David G. Barnes | David G. Barnes | David G. Barnes | | Ronald J. Bisio | Ronald J. Bisio | Steven W. Berglund | Steven W. Berglund | | Peter Large | Jennifer Lin | Manolis E. Kotzabasakis | James Langley | | Jennifer Lin | Darryl R. Matthews | Darryl R. Matthews | Darryl R. Matthews | | Darryl R. Matthews | Manolis E. Kotzabasakis | | | | | James Langley | | |

  70. Pay Versus Performance Table

    (4)Following are the adjustments made to the summary compensation table totals to determine the amounts shown as compensation actually paid to the non-PEO NEOs:

  71. Pay Versus Performance Table

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | (A) Pension Plans—Present Value: Deduct the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans | N/A | N/A | N/A | N/A | | (B) Pension Plans—Service Costs: Add the aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans | N/A | N/A | N/A | N/A | | (C) Equity Awards | | | | | | (1) Deduct the amounts reported in the Summary Compensation Table under “Stock Awards” and “Option Awards”: | -1,795,303 | -1,894,080 | -2,445,223 | -2,331,657 | | (i) Add the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the year: | +1,878,999 | +1,032,833 | +2,835,249 | +3,823,176 | | (ii) Add the amount equal to the change as of the end of the year (from the end of the prior year) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of the year: | -187,119 | -1,916,810 | +1,242,432 | +2,490,885 | | (iii) Add, for awards that are granted and vest in the same year, the fair value as of the vesting date: | — | — | — | — | | (iv) Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the year: | -177,256 | -528,784 | +4,628,324 | +1,201,118 | | (v) Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the year, the amount equal to the fair value at the end of the prior year: | -136,442 | -1,356,821 | — | — | | (vi) Add the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in the total compensation for the year: | — | — | — | — | | Total adjustments: | -417,121 | -4,663,662 | +6,260,782 | +5,183,522 |

  72. Pay Versus Performance Table

    (5)The peer group used for this data is the S&P 500 Information Technology Index, which is one of the peer groups used in the chart in Part II, Item 5 of the Company’s most recent annual report on Form 10-K. (6)See Appendix A to this proxy statement for an explanation of the company-selected measure “annualized recurring revenue.”

  73. Relationships to Compensation Actually Paid

    Relationships to Compensation Actually Paid The following chart shows the relationship between the amounts calculated as compensation actually paid, for the PEO and for the non-PEO NEOs (averaged) and each of the Company’s total shareholder return and the peer group total shareholder return based on an initial $100 investment. The following chart shows the relationship between the amounts calculated as compensation actually paid, for the PEO and for the non-PEO NEOs (averaged), and the Company’s net income. The following chart shows the relationship between the amounts calculated as compensation actually paid, for the PEO and for the non-PEO NEOs (averaged), and the Company’s annualized recurring revenue (ARR).