Sector: Industrials
CATERPILLAR INC · Meeting: June 10, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Ten Director Nominees Named in this Proxy Statement
Joined the board in May 2025, well within the 24-month new-director exemption window, so no TSR trigger applies; strong relevant experience as Caterpillar's own CEO with nearly three decades at the company.
Director since 2023; CAT's 3-year TSR of +330.8% outperforms the peer group median by +243.8 percentage points, far exceeding any underperformance threshold, and Fish holds only one outside public board seat (Waste Management).
New nominee for 2026 with an anticipated start date of August 1, 2026; as a brand-new director she is exempt from the TSR trigger, and she brings strong CEO, finance, and energy-sector experience relevant to Caterpillar's business.
Director since 2021; CAT's exceptional 3-year TSR outperformance of +243.8 percentage points above the peer median clears the strong-positive threshold by a wide margin, and Johnson holds only one outside public board seat (Eaton).
Director since 2024; within the 24-month new-director exemption window, so no TSR trigger applies, and she holds two outside public board seats (ADP and ITT), which is within the policy limit.
Director since 2021; CAT's outstanding stock performance versus peers far exceeds any underperformance threshold, and MacLennan holds only one outside public board seat (Ecolab).
Director since 2023; no TSR underperformance concern given CAT's strong outperformance versus both the peer group and the PSCI benchmark, and Marks holds only one outside public board seat (Otis Worldwide).
Director since 2015 and Lead Independent Director; CAT's 3-year TSR of +330.8% outperforms the peer group median by +243.8 percentage points, well above any threshold, and she holds two outside public board seats (Chevron and Lockheed Martin), within the policy limit.
Director since 2009; no TSR underperformance concern given CAT's exceptional long-term stock performance, and Schwab holds two outside public board seats (FedEx and Marriott), within the policy limit.
Director since 2017; CAT's strong TSR outperformance versus both the peer group and the PSCI benchmark clears all underperformance thresholds by a wide margin, and Wilkins holds two outside public board seats (Morgan Stanley and Valero), within the policy limit.
All ten director nominees receive a FOR vote. Caterpillar's 3-year total shareholder return of +330.8% outperforms the company-disclosed peer group median by +243.8 percentage points and the PSCI — Invesco S&P SmallCap Industrials ETF benchmark by +239.5 percentage points, both far exceeding the 65-percentage-point strong-positive threshold required to trigger an against vote. No director is overboarded, attendance was 99% across the board in 2025, a skills matrix is disclosed, all audit committee members are designated financial experts, and no independence or familial-relationship concerns exist. New nominees Creed (joined May 2025) and Good (joining August 2026) are exempt from the TSR trigger as new directors.
CEO
JOSEPH E. CREED
Total Comp
$17,008,077
Prior Support
94%%
CEO Joseph Creed's total reported compensation of approximately $17.0 million is consistent with a large-cap industrial CEO in his first year in the role, set deliberately at around the 25th percentile of the company's peer group to reflect his relative tenure, and the pay mix is appropriate — approximately 92% of targeted CEO pay is variable or at-risk, well above the 50-60% threshold the policy requires. The incentive structure uses meaningful long-term performance conditions including a three-year Return on Invested Capital goal and relative total shareholder return versus the S&P Capital Goods index, alongside short-term metrics tied to operating profit and services revenue growth; pay-for-performance alignment is strong given Caterpillar's outstanding shareholder returns. Prior say-on-pay support was 94% in 2025, 93% in 2024 and 93% in 2023, reflecting sustained shareholder approval, and the company maintains a robust clawback policy and strict anti-hedging and anti-pledging rules.
Auditor
PricewaterhouseCoopers LLP
Tenure
101 yrs
Audit Fees
$35,500,000
Non-Audit Fees
$2,600,000
PricewaterhouseCoopers has served as Caterpillar's auditor since 1925 — a tenure of approximately 101 years — which far exceeds the policy's 25-year threshold for concern about auditor independence. The non-audit fee ratio is well within acceptable bounds (non-audit fees of approximately $2.6 million represent about 7% of the $35.5 million audit fee, comfortably below the 50% trigger), and PwC is a Big 4 firm appropriate for a company of Caterpillar's size, so the only policy trigger is the extraordinarily long tenure. The proxy does not provide a specific and compelling rationale for continued engagement of the kind the policy requires to override the tenure trigger, such as a concrete multi-year rotation plan or detailed audit quality metrics.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting substantive governance proposals, so his filing deserves serious evaluation on the merits. The proposal asks the board to give shareholders the right to act by written consent — a standard governance tool that allows shareholders to take action between annual meetings without waiting for a special meeting; this is a mainstream governance improvement that reduces management's ability to delay shareholder action. Caterpillar currently requires 25% of outstanding shares to call a special meeting, which is a high bar that effectively makes that right difficult to use in practice, and adding a written consent right would provide a meaningful backstop for shareholder accountability.
The 2026 Caterpillar ballot presents four proposals; the most notable departure from the board's recommendations is a vote AGAINST the ratification of PricewaterhouseCoopers due to its extraordinary 101-year auditor tenure, which far exceeds the policy's 25-year independence threshold, and a vote FOR the written consent shareholder proposal submitted by governance activist John Chevedden, given the high 25% threshold currently required to call a special meeting. All ten director nominees receive FOR votes on the strength of Caterpillar's exceptional stock performance, and the Say on Pay vote is supported given strong pay-for-performance alignment, an appropriate variable pay mix, and sustained 93-94% shareholder approval in recent years.
10 companies disclosed in 2026 proxy filing
