Caterpillar Inc DEF 14A, filed Apr 30, 2026

About this DEF 14A

Caterpillar Inc (CAT)

DEF 14A 2026-04-30 For: 2026-06-10

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Added on June 12, 2026

GENDER AND DIVERSITY

DIRECTOR AGE

TENURE OF DIRECTOR NOMINEES

*

In addition to gender, which is identified separately in the graphic, diversity is the representation of the director nominees’ current percentage of racial/ethnic diversity.

70% of director nominees are seven or more years from mandatory retirement age of 75.

Caterpillar Inc filed this DEF 14A on April 30, 2026.

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	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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DEAR FELLOW SHAREHOLDERS	2
PROXY SUMMARY	4
ANNUAL MEETING OF SHAREHOLDERS	4
SHAREHOLDER VOTING MATTERS	4
OUR DIRECTOR NOMINEES	5
GOVERNANCE HIGHLIGHTS	6
2025 PERFORMANCE HIGHLIGHTS	6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	7
DIRECTORS & GOVERNANCE	8
PROPOSAL 1 – ELECTION OF DIRECTORS	8
OVERVIEW OF OUR DIRECTOR NOMINEES	8
BOARD ATTENDANCE - 2025	9
BOARD REFRESHMENT AND EVOLUTION SINCE 2021	10
DIVERSITY OF SKILLS AND EXPERTISE	11
DIRECTOR CONTINUOUS EDUCATION AND DEVELOPMENT	13
NEW DIRECTOR ONBOARDING	13
BOARD’S ROLE IN COMPANY STRATEGY	13
BOARD’S ROLE IN EXECUTIVE SUCCESSION	14
BOARD’S ROLE IN RISK OVERSIGHT	14
DIRECTOR NOMINATIONS AND EVALUATIONS	14
DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS	17
DIRECTOR COMPENSATION	27
BOARD ELECTION	28
BOARD LEADERSHIP STRUCTURE AND CHAIR SUCCESSION	29
BOARD LEADERSHIP STRUCTURE – LEAD INDEPENDENT DIRECTOR	30
DUTIES AND RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR	30
CORPORATE GOVERNANCE GUIDELINES AND CODE OF CONDUCT	31
INSIDER TRADING POLICY	31
BOARD EVALUATION PROCESS	31
BOARD COMMITTEES	32
DIRECTOR INDEPENDENCE DETERMINATIONS	34
COMMUNICATION WITH THE BOARD	34
CONTACTING CATERPILLAR	35
INVESTOR OUTREACH	35
POLITICAL CONTRIBUTIONS AND LOBBYING	37
RELATED PARTY TRANSACTIONS	37
AUDIT	38
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	38

AUDIT FEES AND APPROVAL PROCESS	38
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION	39
ANONYMOUS REPORTING OF ACCOUNTING AND OTHER CONCERNS	39
AUDIT COMMITTEE REPORT	40
COMPENSATION	41
PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	41
COMPENSATION DISCUSSION & ANALYSIS	42
EXECUTIVE SUMMARY	42
2025 SUMMARY COMPENSATION TABLE	60
2025 ALL OTHER COMPENSATION TABLE	61
GRANTS OF PLAN-BASED AWARDS IN 2025	62
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END	64
2025 OPTION EXERCISES AND STOCK VESTED	67
2025 PENSION BENEFITS	67
2025 NONQUALIFIED DEFERRED COMPENSATION	68
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	69
CEO PAY RATIO	71
PAY VERSUS PERFORMANCE	72
SHAREHOLDER PROPOSALS	75
PROPOSAL 4 – SHAREHOLDER PROPOSAL – SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT	75
OTHER IMPORTANT INFORMATION	77
MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS STATEMENT	77
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2027 ANNUAL MEETING	77
PERSONS OWNING MORE THAN FIVE PERCENT OF CATERPILLAR COMMON STOCK	78
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS	79
DELINQUENT SECTION 16(a) REPORTS	79
ACCESS TO FORM 10-K	80
NON-GAAP FINANCIAL MEASURES	80
SUPPLEMENTAL CONSOLIDATING DATA	83
FREQUENTLY ASKED QUESTIONS REGARDING MEETING ATTENDANCE AND VOTING	84
OTHER RESOURCES	87


TIME & DATE	PLACE	RECORD DATE	ADMISSION
8 a.m. Central Time June 10, 2026	Virtual Meeting www.meetnow.global/M5HQZVY	The close of business on April 13, 2026	To attend and to register for the Virtual Meeting, please follow instructions on page 84

	Very truly yours,

	Debra L. Reed-Klages
	Lead Independent Director

Proposal	Board’s Voting Recommendation	Page Reference
1 Election of Ten Director Nominees Named in this Proxy Statement	FOR Each Nominee	8
2 Ratification of our Independent Registered Public Accounting Firm	FOR	38
3 Advisory Vote to Approve Executive Compensation	FOR	41
4 Shareholder Proposal - Shareholder Right to Act by Written Consent	AGAINST	75

Board and Governance Information*		Board and Governance Information
Size of the Board	10	Code of Conduct for Directors, Officers and Employees	Yes
Number of Independent Directors	9	Supermajority Voting Threshold for Mergers	No
Average Age of Directors	65	Proxy Access	Yes
Average Director Tenure (in years)	5.5	Shareholder Action by Written Consent	No
Annual Election of Directors	Yes	Shareholder Ability to Call Special Meetings	Yes
Mandatory Retirement Age	75	Poison Pill	No
Women	50%	Stock Ownership Guidelines for Directors and Executive Officers	Yes
Ethnic/Racial Diversity	30%	Anti-Hedging and Pledging Policies	Yes
Majority Voting in Director Elections	Yes	Clawback Policy	Yes
Lead Independent Director	Yes


SALES & REVENUES	OPERATING PROFIT	PROFIT PER SHARE	OPERATING CASH FLOW

$67.6 billion	$11.2 billion	$18.81	$11.7 billion

Delivered record sales & revenues of $67.6 billion and reached a record backlog level of $51 billion, up 71% year-over-year.	Delivered operating profit of $11.2 billion and adjusted operating profit⁽¹⁾ of $11.6 billion in 2025. Operating profit margin was 16.5% and adjusted operating profit margin⁽¹⁾ was 17.2%.	Profit per share was $18.81 in 2025, compared with $22.05 in 2024. Adjusted profit per share⁽²⁾ was $19.06 in 2025, compared with $21.90 in 2024.	MP&E free cash flow⁽³⁾ was $9.5 billion in 2025. Deployed $7.9 billion to shareholders through share repurchases and dividends. The enterprise cash balance at the end of 2025 was $10.0 billion.

⁽¹⁾	Adjusted operating profit and adjusted operating profit margin are non-GAAP measures, and a reconciliation to the most directly comparable GAAP measures starts on page 82.
⁽²⁾	Adjusted profit per share is a non-GAAP measure, and a reconciliation to the most directly comparable GAAP measure starts on page 82.
⁽³⁾	MP&E free cash flow is a non-GAAP measure, and a reconciliation to the most directly comparable GAAP measure is included on page 82.

1	Elect the ten director nominees named in this Proxy Statement
2	Ratify our independent registered public accounting firm for 2026
3	Approve, by non-binding vote, executive compensation
4	Vote on shareholder proposals
5	Address any other business that properly comes before the meeting


BY INTERNET	BY MOBILE DEVICE	BY TELEPHONE	BY MAIL
vote online at https://www.caterpillar.com/ proxymaterials	scan this QR code to vote with your mobile device	call the number included on page your proxy card or notice	mail your signed proxy or voting instruction form

	FOR the election of each of the board’s director nominees.


Board	6	4	6	6	6	6	6	6	6	6	6	99% Attendance of directors for 2025
Audit	10		10			10	9
Compensation and Human Resources	5			5	5		5				5
Sustainability and other Public Policy	5		5	5		5			5
Nominating and Governance	6				6			6	6		6
Executive	1		1			1		1			1

	Sincerely,

	Joseph E. Creed
	Chairman and CEO


Caterpillar Board Tenure (Years)		1	3	0	5	1	5	3	11	17	9	5.5 years Average Tenure

	Board of Directors Experience (other boards) Directors with experience on other boards and board committees understand the function of a board, corporate governance best practices, agenda setting, succession planning and relations between the board, the CEO and senior management.											90%

	Audit Committee Financial Expert Experience as an audit committee financial expert is important given our use of financial targets as measures of performance and the importance of accurate financial reporting and robust internal auditing.											100% of AC Members ⁽¹⁾

	CEO Directors with experience in a CEO role enhance the board’s ability to evaluate and advise our CEO on leading a large, complex, multinational corporation, as well as oversee strategic planning, values, and environmental, social and governance issues.											70%

	Leadership Directors with significant leadership experience enhance the board’s ability to oversee strategic planning, values, and environmental, social and governance issues.											100%

	Business Development and Strategy Directors with a background in business development provide insight into developing and implementing strategies for growing our business, including the opportunities represented by the evolving energy landscape.											100%

	Government/Regulatory Affairs Directors with experience in government or regulatory affairs provide experience and insights that help us understand opportunities across global markets and address regulatory issues, government affairs and present-day issues affecting business.											60%

■	Updates on technology and digital
■	Artificial intelligence
■	Health and safety
■	Retail customer aftermarket
■	Strategic focus areas and regular updates concerning the operations of certain businesses within our operating segments
■	Key risks and mitigation strategies
■	Sustainability
■	Talent management
■	Cybersecurity
■	The Cat^® dealer network

BUSINESS CHARACTERISTICS		QUALIFICATIONS, SKILLS AND EXPERIENCE
■ The company is a global manufacturer with products sold around the world.		■ Manufacturing or logistics operations experience ■ Broad international exposure
■ Technology and customer and product support services are important.		■ Technology experience ■ Customer and product support experience
■ The company’s businesses undertake numerous transactions in many countries and in many currencies.		■ Diversity of race, ethnicity, gender, cultural background or professional experience ■ High level of financial literacy ■ Mergers and acquisitions experience
■ Demand for many of the company’s products is tied to conditions in the global commodity, energy, construction and transportation markets.		■ Experience in the evaluation of global economic conditions ■ Knowledge of commodity, energy, construction or transportation markets
■ The company’s businesses are impacted by regulatory requirements and policies of various governmental entities around the world.		■ Governmental and international trade experience
■ The board’s responsibilities include understanding and overseeing the various risks facing the company and ensuring that appropriate policies and procedures are in place to effectively manage risk.		■ Risk oversight/management expertise ■ Relevant executive and leadership experience ■ Cybersecurity experience

■	Chairman of the Board (2026)
■	Chief Executive Officer (2025)
■	Chief Operating Officer (2023-2025)
■	Group President, Energy & Transportation (2021-2023)
■	Senior Vice President, Electric Power (2020-2021)
■	Senior Vice President, Oil & Gas and Marine (2019-2021)
■	Senior Vice President, Finance Services and President, Caterpillar Venture Capital (2017-2019)
■	Interim Chief Financial Officer (2018)
■	Chief Financial Officer, Energy & Transportation (2013-2016)
■	Joined Caterpillar in 1997.

■	Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Finance & Accounting and Risk Management - obtained during his nearly three decades of experience at Caterpillar in senior management and executive positions. This includes extensive knowledge and oversight of all aspects of Caterpillar's financial and accounting functions, corporate strategy, as well as the introduction of advancements in engine power density, establishment of a dedicated battery and advanced power organization, and acquisitions to amplify the company's capabilities in both oil and gas, and distributed power generation.
■	Customer and Product Support Services, Technology, Global Experience and Manufacturing / Logistics - developed during his long career at Caterpillar, the world's leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives with extensive international operations.

■	President and Chief Executive Officer (2016–present), Chief Financial Officer (2012–2016), Executive Vice President (2012–2016), Senior Vice President – Eastern Group (2011–2012), Vice President – PA/WV Area (2009–2011), Vice President – Pricing (2003–2006), Director – Financial Planning (2001–2003), Waste Management, Inc.
■	Vice President – Finance (1999–2001), Westex
■	Vice President – Revenue Management (1995–1999), Trans World Airlines, Inc.
■	Director of Yield Management (1986–1995), America West Airlines, Inc.

■	CEO, Leadership, Business Development and Strategy, and Risk Management – obtained while serving in leadership roles, including CEO of Waste Management, North America’s largest comprehensive waste management environmental solutions provider. As President and CEO of Waste Management, he has shifted the company’s sustainability strategy to focus on minimizing its environmental impact by reducing carbon emissions, investing in differentiated, innovative technologies and automation, and expanding recycling and renewable energy infrastructure to help Waste Management’s customers achieve their sustainability goals. As CEO of a heavily regulated business, he leads a large government affairs team that interacts with all levels of government.
■	Audit Committee Financial Expert and Finance & Accounting – obtained while serving as CFO of Waste Management where he gained valuable expertise in accounting and external reporting.
■	Board of Directors Experience (other boards) – gained while serving as a director of Waste Management.

■	Chair of the Board (2016–2025), Chief Executive Officer (2013-2025), President (2013-2024), Vice Chair (2013-2016), Executive Vice President and CFO (2009-2013), Duke Energy Corporation
■	Audit Partner (2002-2003), Deloitte & Touche
■	Audit Partner (1992-2002), Arthur Andersen LLP

■	CEO, Leadership, Business Development & Strategy, Finance & Accounting Government/Regulatory Affairs, Customer and Product Support Services, Risk Management and Global Experience – gained from her executive positions at SAIC, a multi-billion dollar global company engaged in integrating information technology systems that manage engineering, large-scale IT modernization and security logistics, simulation and data analytics for government bodies where she was responsible for, among other things, overseeing daily operations of the company including its long-term strategy for profitable growth.
■	Technology - gained over her three decades of experience in the information systems and technology services industry, with 25 years of experience in executive management positions.
■	Board of Directors Experience (other boards) – gained while serving as a director of other publicly-traded companies such as ITT Inc. and Automatic Data Processing Inc. (ADP). She currently serves on the Nominating & Governance Committee of ITT Inc., chairs the Nominating & Governance Committee and serves on the Audit Committee of ADP.

■	CEO, Leadership, Business Development and Strategy, Government/Regulatory Affairs, Risk Management, Technology, Global Experience and Manufacturing/Logistics – obtained while serving in leadership roles including as former CEO of Cargill, a large multinational corporation, where he helped develop a business model and culture to position Cargill for long-term success. He oversaw Cargill’s building of expertise in alternative proteins and development of technologies and digital solutions to transform farming, supply chains and food delivery, and undertook several large acquisitions during his tenure. As CEO of Cargill, he worked to address climate change and water risks by investing in renewable diesel, decarbonize maritime shipping by developing new wind propulsion technology that aimed to reduce shipping carbon dioxide emissions by as much as 30% and strengthen the food system by training over five million farmers globally on regenerative agriculture practices that sequester carbon, improve soil health and increase crop yields. He also directed numerous human capital management initiatives including particular focus on safety and reduction of injuries in Cargill’s facilities. His CEO responsibilities also included frequent interaction with government officials and NGOs throughout the world and he also served on Cargill’s board of directors for over 15 years.
■	Finance & Accounting and Audit Committee Financial Expert – developed while serving as CFO of Cargill, where he was responsible for all financial aspects of the business, including financing, internal controls and reporting, capital investments and budgeting.
■	Board of Directors Experience (other boards) – gained while serving as a director since 2016 on the board of Ecolab where he is a member of the Compensation & Human Capital Management Committee, chair of the Governance Committee and is the lead independent director.

■	Chair of the Board (2022–present), Chief Executive Officer (2019–present), President (2017–present), Otis Worldwide Corporation
■	Chief Executive Officer (2017), Executive Vice President of New Equipment Solutions (2016–2017), Executive Vice President of Global Solutions (2015–2016), Dresser-Rand Group, Inc.
■	Chief Executive Officer (2017), Siemens USA, President and Chief Executive Officer (2011–2015), Siemens Government Technologies, Inc.
■	Vice President of Strategy & Business Development, Electronic Systems (2009–2011), President of Transportation & Security Solutions (2005–2009), President of Information Systems & Global Services (2005–2009), Executive Vice President of Transportation and Security Solutions (2005), President of Distribution Technologies Division (2001–2005), Lockheed Martin Corporation

■	Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained over her three decades of experience in senior management and executive positions, including as former CEO at Sempra, an energy infrastructure and utilities company, which also conducts business in Mexico and South America. While leading Sempra, she oversaw significant growth in the use of renewable generation, allowing her to provide valuable insights into trends in the power, oil and gas industries, which are key end-user markets for Caterpillar products. As chair and CEO of Sempra Energy, she led the transformation of San Diego Gas & Electric from all fossil fuel generation to become one of the utilities with the highest percentage of renewables in its portfolio and oversaw initiatives such as developing infrastructure in Mexico. Sempra Energy led renewable development, building wind and solar projects in the U.S. and Mexico to provide clean energy to customers. While at Sempra, she oversaw construction of multibillion dollar LNG and transmission projects and worked with EPC contractors to provide project oversight. She also led diversity and inclusion and supplier diversity at Sempra. In her role as vice president of Human Resources at Southern California Gas Co., she led diversity and inclusion and succession planning and development efforts and oversaw labor relations and union negotiations. Additionally, she also led compliance efforts enacting the corporate ethics policy at Sempra and ensuring proper governance and compliance frameworks were in place.
■	Government/Regulatory Affairs – gained while in leadership roles at Sempra while serving four years on the National Petroleum Council, an advisory committee to the United States Secretary of Energy to study energy policy. In her leadership roles at Sempra, she led highly regulated energy businesses in numerous states and internationally and worked extensively with a wide array of government entities and regulators.
■	Board of Directors Experience (other boards) – gained while a director of other large, publicly traded corporations such as Chevron, Lockheed Martin and Halliburton. She previously chaired the Nominating and Corporate Governance Committee at Haliburton and currently serves on the Management Development and Compensation Committee and Nominating and Corporate Governance Committee at Lockheed Martin and chairs the Audit Committee at Chevron.

■	Board Chair (2022–present), National Foreign Trade Council
■	Professor Emerita (2019–present), Professor (2009–2019), University of Maryland School of Public Policy
■	Strategic Advisor (2010–present), Mayer Brown LLP
■	U.S. Trade Representative (2006–2009), Deputy U.S. Trade Representative (2005–2006), United States Government
■	President and Chief Executive Officer (2004–2005), University System of Maryland Foundation
■	Consultant (2003), U.S. Department of Treasury
■	Dean (1995–2003), University of Maryland School of Public Policy
■	Director of Corporate Business Development (1993–1995), Motorola, Inc.
■	Assistant Secretary of Commerce and Director General (1989–1993), U.S. and Foreign Commercial Service

■	Leadership, Business Development and Strategy, Risk Management and Global Experience – obtained over her 30-year career in international trade, commerce and public policy education, which allows her to provide important insights for the company’s global business model and long-standing support of open trade, as well as meaningful input and guidance to the board on strategy and geopolitics and the evaluation of global economic conditions. As dean of the University of Maryland School of Public Policy, she led a strategic realignment of the school’s curriculum that led to a new specialization in philanthropy and non-profit management and also co-founded a non-profit to fund students of color to benefit from graduate programs and consider careers in public policy and international affairs. While working as U.S. trade representative, a Cabinet post, she worked to eliminate tariff barriers to environmental goods, such as clean energy technologies, worked with key non-governmental organizations to help champion negotiations to eliminate subsidization of industrial fishing fleets that contribute to overfishing of the oceans, helped build enforceable environmental and labor provisions into U.S. trade agreements for the first time, and helped negotiate and achieve Congressional passage of trade agreements.
■	Government/Regulatory Affairs – gained as U.S. Trade Representative and director-general of the U.S. and Foreign Commercial Service, the export promotion arm of the U.S. government. As director general of U.S. and Foreign Commercial Service, she was responsible for over 200 field offices in the U.S. and 70 countries, with supervisory responsibility for American and international employees in multiple employment systems. She also introduced the agency’s first training curriculum with diversity, equity and inclusion components.
■	Board of Directors Experience (other boards) and Technology – gained while serving as a director of other large, publicly traded multinational corporations, including FedEx, Marriott and Boeing.

Restricted Stock Units (1 Year Vesting)	$	170,000
Cash Retainer	$	150,000
Cash Stipends:
Lead Independent Director (Executive Committee Chair)	$	50,000
Audit Committee Chair	$	35,000
Compensation and Human Resources Committee Chair	$	25,000
Nominating and Governance Committee Chair	$	25,000
Sustainability and other Public Policy Committee Chair	$	25,000

Director	Fees Earned or Paid in Cash			Restricted Stock Units⁽¹⁾		All Other Compensation⁽²⁾		Total
DANIEL M. DICKINSON	$	82,843	⁽³⁾	$	—	$	1,500	$	84,343
JAMES C. FISH, JR.	$	163,874		$	175,033	$	5,000	$	343,907
GERALD JOHNSON	$	150,000		$	175,033	$	5,000	$	330,033
NAZZIC S. KEENE	$	150,000		$	175,033	$	—	$	325,033
JUDITH F. MARKS	$	150,000		$	175,033	$	5,000	$	330,033
DAVID W. MACLENNAN	$	180,550		$	175,033	$	5,000	$	360,583
DEBRA L. REED-KLAGES	$	225,000		$	175,033	$	—	$	400,033
SUSAN C. SCHWAB	$	150,000		$	175,033	$	—	$	325,033
RAYFORD WILKINS, JR.	$	175,000		$	175,033	$	5,000	$	355,033

⁽¹⁾	The amounts reported in this column represent RSUs granted in 2025 under the Caterpillar Inc. 2023 Long-Term Incentive Plan (LTIP), which are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
	As of December 31, 2025, the number of RSUs (including accrued dividend equivalent units) and Phantom Shares held by those serving as non-employee directors during 2025 was: Mr. Dickinson: 11,048 Phantom Shares; Mr. Fish: 485 RSUs; Mr. Johnson: 1,744 (which consists of 485 RSUs and 1,259 Phantom Shares); Ms. Keene: 485 RSUs; Mr. MacLennan: 2,223 (which consists of 485 RSUs and 1,738 Phantom Shares); Ms. Marks: 1,018 (which consists of 485 RSUs and 533 Phantom Shares); Ms. Reed-Klages: 13,972 (which consists of 485 RSUs and 13,487 Phantom Shares); Ms. Schwab: 25,364 (which consists of 485 RSUs and 24,879 Phantom Shares); Mr. Wilkins: 485 RSUs.
	Mr. MacLennan elected to defer 50% of his 2025 Cash Retainer into the Directors’ Deferred Compensation Plan and invested 75% into Phantom Shares of Caterpillar Stock. These deferrals, plus the accumulated value of previous retainer deferrals for each of Mr. Dickinson and Ms. Reed-Klages, are included in the Phantom Shares totals above. Mr. Johnson elected to defer 100% of his 2025 Cash Retainer into the Interest Fund in the Directors’ Deferred Compensation Plan. Mr. MacLennan elected to invest the remaining 25% of his 50% deferral into the Interest Fund.
	Mr. Johnson, Mr. MacLennan, Ms. Marks, Ms. Reed-Klages and Ms. Schwab elected to defer a portion of their equity award that vested on June 12, 2025, into the Directors’ Deferred Compensation Plan. These deferrals, plus the accumulated deferrals of previous equity awards, are also included in the Phantom Share totals above. Mr. MacLennan elected to defer 50%, and Mr. Johnson, Ms. Keene, Ms. Marks, Ms. Reed-Klages and Ms. Schwab elected to defer 100% of the equity award granted on June 11, 2025.
⁽²⁾	All Other Compensation represents amounts paid in connection with the Directors’ Charitable Award Program and the Caterpillar Political Action Committee Charitable Matching Program (CATPAC’s PACMATCH program). For directors eligible to participate in the Directors’ Charitable Award Program, the amounts listed include the administrative fees as follows: Mr. Dickinson $1,500.
	As part of CATPAC’s PACMATCH program, Caterpillar Inc. will contribute to up to four charities on behalf of eligible members who contribute at the suggested giving level. The annual CATPAC contribution limit is $5,000. Mr. Fish, Mr. Johnson, Mr. MacLennan, Ms. Marks and Mr. Wilkins had contributions matched.
⁽³⁾	Mr. Dickinson did not stand for re-election at our 2025 annual meeting of shareholders, thereby concluding his board service June 11, 2025. His cash compensation includes pro-ration to the date his board service ceased.

1.	Long-Term Strategic Development and Operational Execution. As the architect of Caterpillar’s refreshed strategy and his position as both chief executive officer and a long-tenured employee, Mr. Creed is the director most familiar with Caterpillar’s business and day-to-day operations. He is best positioned to facilitate effective board oversight of Caterpillar’s strategy execution, performance and enhancement of shareholder value.
2.	Unified Leadership and Direction for the Company. Combining the roles drives clarity and ensures that Caterpillar is represented by a single voice to its stakeholders, including customers and dealers. One of Caterpillar’s competitive advantages is its global network of independent dealers. Combining the roles of chairman and chief executive officer strengthens Mr. Creed’s ability to communicate with dealers who play a key role in Caterpillar’s performance in the industry and whose support Caterpillar needs to effectively execute its strategy.
3.	Enhancement of Board Efficiency and Effectiveness. Mr. Creed’s day-to-day role in managing and leading Caterpillar’s business and implementing Caterpillar’s strategy provides him with access to the people, information and resources that allow him to efficiently identify and timely communicate significant business developments and sensitive matters to our independent directors.
4.	Independent Governance Oversight. The Board believes that having a lead independent director provides the board with independent leadership and facilitates the independence of the board from management, as further described below.

■	Preside at all meetings of the board at which the chairman and chief executive officer is not present, including executive sessions of the independent directors.
■	Serve as a liaison between the chairman and chief executive officer and the independent directors.
■	Approve the type of information sent to the board.
■	Provide input and approve meeting agendas for the board to ensure that the appropriate items are being discussed.
■	Approve meeting schedules, in consultation with the chairman and chief executive officer and the independent directors, to assure that there is sufficient time for discussion of all agenda items.
■	Has the authority to call meetings of the board and the independent directors.
■	If requested by major shareholders, is available, when appropriate, for consultation and direct communication.
■	Provide the chairman and chief executive officer with the results of his/her annual performance review in conjunction with the chairman of the Compensation and Human Resources Committee.
■	Provide input on the design of the board, including board and committee composition, size, membership, leadership, structure and responsibilities, as part of the board’s and Nominating and Governance Committee’s periodic review of such matters.
■	Monitors and coordinates with management on corporate governance issues and developments and assists the board and management in promoting strong corporate governance best practices.
■	Serves as chair of the Executive Committee which oversees the succession management processes for chairman of the board and chief executive officer.

KEY AREAS OF FOCUS	TAKING ACTIONS INFORMED BY SHAREHOLDER FEEDBACK
Lobbying and other public policy matters		We annually publish a report containing information about our lobbying activities.
		We disclose all U.S. trade and industry association memberships regardless of level of contribution.
		We also disclose tiered reporting of the dollar amount of membership dues paid to all U.S. trade and industry associations and the percentage of these dues used for federal lobbying activities.
Sustainability matters		We released our estimated Scope 3 GHG emissions data in our 2022 Sustainability Report (published in April 2023) and publish this data on an annual basis.
Sustainability matters		We prepare an annual report containing disclosures aligned with certain recommendations of the Task Force on Climate-related Financial Disclosures.
Human capital management		We publish an annual report containing information relating to our workforce and linking to our EEO-1 reports.
Executive compensation		We incorporated ESG into the 2023, 2024 and 2025 incentive plan for executive officers.
Board oversight and governance		We restructured certain committees of the board by creating the Sustainability and other Public Policy Committee and the Nominating and Governance Committee.
		We enhanced the director skills matrix to provide a description of each skill to help shareholders understand how each skill helps contribute to effective oversight.
		We enhanced biographies of director nominees to correspond directly to the skills matrix and include specific experience.
		We enhanced our description of our board leadership and described the succession of the chairman and chief executive officer.

	2025		2024
Audit Fees⁽¹⁾	$	35.5		35.1
Audit-Related Fees⁽²⁾		2.2		3.9
Tax Compliance Fees⁽³⁾		0.1		0.1
Tax Planning and Consulting Fees⁽⁴⁾		0.2		0.1
All Other Fees⁽⁵⁾		0.1		0.1
TOTAL	$	38.1		39.3