DEF 14A of Deere & Co, Jan 7, 2022

DEF 14A of Deere & Co

Filed Jan 7, 2022 · FY20210001206774-22-000016

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights Every member of our Board of Directors is elected annually. You are being asked to vote on the election of these 11 nominees, all of whom currently serve as directors.

  2. Director Nominee Highlights

    | | | | Committee Memberships | | | | | | Name | Age | Director Since | Executive | Audit Review | Compensation | Corporate Governance | Finance | | Leanne G. Caret EVP, The Boeing Company and President and CEO, Boeing Defense, Space & Security | 55 | 2021 | | | ■ | | ■ | | Tamra A. Erwin EVP and Group CEO, Verizon Business Group | 57 | 2020 | | | ■ | ■ | | | Alan C. Heuberger Senior Investment Manager, Cascade Asset Management Company | 48 | 2016 | | ■ | | | ■ | | Charles O. Holliday, Jr. Retired Chairman and CEO, DuPont | 73 | 2007-2016; since 2018 | | | ■ | ■ | | | Michael O. Johanns Retired United States Senator from Nebraska and former U.S. Secretary of Agriculture | 71 | 2015 | | | ■ | ■ | | | Clayton M. Jones Retired Chairman and Chief Executive Officer, Rockwell Collins, Inc. | 72 | 2007 | ■ | ■ | | CHAIR | | | John C. May Chairman, CEO, and President, Deere & Company | 52 | 2019 | CHAIR | | | | | | Gregory R. Page Chairman, Corteva, Inc. | 70 | 2013 | ■ | ■ | | | CHAIR | | Sherry M. Smith Former EVP and CFO, SuperValu Inc. | 60 | 2011 | ■ | CHAIR | | | ■ | | Dmitri L. Stockton Retired Special Advisor to Chairman and Senior VP, GE and Former Chairman, President, and CEO, GE Asset Management | 57 | 2015 | ■ | | CHAIR | | ■ | | Sheila G. Talton President and CEO, Gray Matter Analytics | 69 | 2015 | | ■ | | ■ | |

  3. Proxy Summary Director Nominee Highlights

    Proxy Summary Director Nominee Highlights The board regularly assesses the diversity of its members and nominees as part of its annual evaluation process. We believe the 11 director nominees represent a diverse and broad range of attributes, qualifications, experiences, and skills to provide an effective mix of viewpoints and knowledge.

  4. Proxy Summary Director Nominee Highlights

    | STRONG BOARD DIVERSITY |

  5. Proxy Summary Director Nominee Highlights

    | DIVERSE REPRESENTATION | | EXECUTIVE AND CORPORATE GOVERNANCE EXPERIENCE | | | 4 female directors 2 ethnically diverse directors 2 Board committees led by diverse directors | 8 of 11 director nominees with executive and corporate governance |

  6. Proxy Summary Director Nominee Highlights

    | RANGE OF TENURES* | BALANCED MIX OF AGES* | INDEPENDENT OVERSIGHT | | Average Tenure: 6 years 8 joined in the last 7 years. | Average Age: 62 | 10 of 11 independent director nominees 4 Board committees led by independent directors |

  7. Proxy Summary Director Nominee Highlights

    | Tenure and age as of January 7, 2022.* |

  8. Proxy Summary Director Nominee Highlights

    | DIVERSE AND BALANCED MIX OF ATTRIBUTES AND EXPERIENCE |

  9. Fiscal 2021 Executive Compensation Highlights

    | Summary Compensation Table Elements | Salary | STI | LTIC | Performance Stock Units | Restricted Stock Units and Stock Options | Retirement and Other Compensation | Total | | Chairman and CEO | | | | | | | | | Fixed vs. Performance-Based | Fixed 7% | Performance-Based 86% | | | | Other 7% | 100% | | Short-Term vs. Long-Term | Short-Term 27% | | Long-Term 73% | | | | 100% | | Cash vs. Equity | Total Cash 47% | | | Total Equity 46% | | Other 7% | 100% | | Compensation | $1,429,174 | $4,005,803 | $4,050,000 | $3,635,330 | $5,654,857 | $1,137,662 | $19,912,826 | | % of Total | 7% | 20% | 20% | 18% | 28% | 7% | 100% | | Average Other NEO | | | | | | | | | Fixed vs. Performance-Based | Fixed 12% | Performance-Based 81% | | | | Other 7% | 100% | | Short-Term vs. Long-Term | Short-Term 34% | | Long-Term 66% | | | | 100% | | Cash vs. Equity | Total Cash 60% | | | Total Equity 33% | | Other 7% | 100% | | Compensation | $815,690 | $1,428,925 | $1,711,510 | $830,199 | $1,291,396 | $494,108 | $6,571,828 | | % of Total | 12% | 22% | 26% | 13% | 20% | 7% | 100% |

  10. Item 1 – Election of Directors

    Item 1 – Election of Directors

  11. How We Identify and Evaluate Director Nominees

    How We Identify and Evaluate Director Nominees The Corporate Governance Committee of the Board is responsible for screening candidates and recommending director nominees to the full Board. The Board nominates the slate of directors for election at each Annual Meeting of Shareholders and elects directors to fill vacancies or newly created Board seats. The Corporate Governance Committee considers candidates recommended by shareholders, directors, officers, and third-party search firms. Third-party search firms may be used to identify and provide information on director candidates. If you wish to nominate a director, please review the procedures described under “Additional Information – 2023 Shareholder Proposals and Nominations” in this Proxy Statement. The Corporate Governance Committee evaluates all candidates in the same manner, regardless of the source of the recommendation. Deere’s Corporate Governance Policies, which are described in the “Corporate Governance” section of this Proxy Statement, establish the general criteria and framework for assessing director candidates. In particular, the Corporate Governance Committee considers each nominee’s skills, experience, international versus domestic background, age, and diversity, as well as legal and regulatory requirements and the particular needs of the Board at the time. The Committee implements these criteria, including diversity, by considering the information about the nominee provided by the proponent, the nominee, third parties and other sources. In addition, the Board assesses the diversity of its members and nominees as part of an annual performance evaluation by considering, among other factors, diversity in expertise, experience, background, ethnicity, race, and gender. We believe a Board composed of members with complementary skills, qualifications, experiences, and attributes is best equipped to meet its responsibilities effectively. Any director who experiences a material change in occupation, career, or principal business activity, including retirement, must tender a resignation to the Board. Upon recommendation from the Corporate Governance Committee, the Board may decline to accept any such resignation. Directors must retire from the Board upon the first Annual Meeting of Shareholders after reaching the age of 75, except as approved by the Board.

  12. Director Nominees

    Director Nominees The Corporate Governance Committee has recommended, and the Board has nominated, each of Leanne G. Caret, Tamra A. Erwin, Alan C. Heuberger, Charles O. Holliday, Jr., Michael O. Johanns, Clayton M. Jones, John C. May, Gregory R. Page, Sherry M. Smith, Dmitri L. Stockton, and Sheila G. Talton to be elected for terms expiring at the Annual Meeting in 2023. There are currently twelve members of the Board. Mr. Jain is not standing for re-election at the 2022 Annual Shareholder Meeting. On the date of the Annual Meeting, the size of the Board will be reduced to eleven members. We have confidence that this talented slate of nominees will lead Deere capably in the year ahead. We discuss the nominees’ professional backgrounds and qualifications in the brief biographies that follow.

  13. Director Nominees

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL 11 NOMINEES. |

  14. Board Diversity

    Board Diversity The Corporate Governance Committee believes that our Board is most effective when it embodies a diverse set of viewpoints and practical experiences. To maintain an effective Board, the Corporate Governance Committee considers how each nominee’s particular background, experience, qualifications, attributes, and skills will contribute to Deere’s success. As shown below, the Board nominees have a range of viewpoints, backgrounds, expertise, and attributes.

  15. Board Diversity

    | DIVERSE BOARD REPRESENTATION | | | | 4 female directors 2 ethnically diverse directors 2 Board committees led by diverse directors |

  16. Board Diversity

    | RANGE OF TENURES* | | Average Tenure: 6 years 8 joined in the last 7 years. | | BALANCED MIX OF AGES* | | Average Age: 62 | | * Tenure and age as of January 7, 2022. |

  17. BOARD MEMBER SKILLS

    BOARD MEMBER SKILLS

  18. BOARD MEMBER SKILLS

    | | Executive | Manufacturing | International | Government / Academic | Agriculture | Technology/Data Analytics | Finance | Risk Management | Corporate Governance | | Leanne G. Caret | ■ | ■ | ■ | | | ■ | ■ | ■ | | | Tamra A. Erwin | ■ | | ■ | ■ | | ■ | ■ | | ■ | | Alan C. Heuberger | ■ | | | | ■ | | ■ | ■ | ■ | | Charles O. Holliday, Jr. | ■ | ■ | ■ | | | | ■ | | ■ | | Michael O. Johanns | | | ■ | ■ | ■ | | | | ■ | | Clayton M. Jones | ■ | ■ | ■ | | | ■ | ■ | | ■ | | John C. May | ■ | ■ | ■ | | ■ | ■ | | | | | Gregory R. Page | ■ | ■ | ■ | | ■ | | ■ | | ■ | | Sherry M. Smith | ■ | | | | | | ■ | ■ | ■ | | Dmitri L. Stockton | ■ | | ■ | | | | ■ | ■ | ■ | | Sheila G. Talton | ■ | | ■ | | | ■ | | ■ | ■ |

  19. BOARD MEMBER SKILLS

    ■ Audit committee financial expert under Securities and Exchange Commission (SEC) rules

  20. BOARD MEMBER SKILLS

    | Age: 55 Director since: 2021 Committees: Compensation, Finance | LEANNE G. CARET | | | | Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Defense, Space & Security (since 2016) | | | | Past Positions at The Boeing Company (aircraft, defense, intelligence and satellite systems and services, and related financing) | | | | — President, Global Services & Support – 2015 to 2016 — Chief Financial Officer and Vice President, Finance, Defense, Space & Security – 2014 to 2015 — Vice President and General Manager, Vertical Lift – 2013 to 2014 | — Vice President, H-47 Programs, Vertical Lift – 2009 to 2013 — General Manager, Global Transport & Executive Systems – 1998 to 2009 | | | Key Qualifications, Experiences, and Attributes In addition to her professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Ms. Caret should serve on Deere’s Board of Directors: her leadership qualities developed from her experience while serving as Executive Vice President of The Boeing Company, President and Chief Executive Officer of Boeing Defense, Space & Security and as an officer of other global operations; the breadth of her experiences in global operations in manufacturing and high-technology industries, global supply chain operations, financial management, business acquisitions and integrations, government contracting, diversity and inclusion strategies, and other areas of oversight while serving as an executive officer of The Boeing Company; and her subject matter knowledge in the areas of digital engineering and advanced manufacturing solutions, development of advanced and new technologies, automation and investor relations. | |

  21. BOARD MEMBER SKILLS

    | Age: 57 Director since: 2020 Committees: Compensation, Corporate Governance | TAMRA A. ERWIN | | | | Executive Vice President and Group Chief Executive Officer of Verizon Business Group (since 2019) | | | | Past Positions at Verizon Communications Inc. (communications, information and entertainment products and services) | | | | — Executive Vice President and Chief Operating Officer, Verizon Wireless Group – 2016 to 2019 — Group President, Consumer and Mass Business Markets Sales and Service – 2015 to 2016 | — President, National Operations, Wireline/Consumer and Mass Business Markets – 2013 to 2015 — Corporate Chief Marketing Officer – 2012 to 2013 — President, West Area – 2008 to 2011 | | | Key Qualifications, Experiences, and Attributes In addition to her professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Ms. Erwin should serve on Deere’s Board of Directors: her leadership qualities developed from her experience while serving as a senior executive and as Executive Vice President, Chief Executive Officer and Chief Operating Officer of Verizon Group businesses; the breadth of her experiences in product and service development, customer service operations and support, marketing, sales, and strategic planning, and other areas of oversight while serving as an executive officer of Verizon Communications Inc.; and her subject matter knowledge in the areas of advanced communications and information technology products and services, customer relations, and human resources. | |

  22. BOARD MEMBER SKILLS

    | Age: 48 Director since: 2016 Committees: Audit Review, Finance | ALAN C. HEUBERGER | | | Senior Investment Manager, Cascade Asset Management Company (formerly BMGI) (since 2021) | | | Past Positions at BMGI (private investment management) | | | — Senior Manager — 2004 to 2021 — Investment Analyst — 1996 to 2004 | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Heuberger should serve on Deere’s Board of Directors: his leadership qualities developed from his service as a senior manager of Cascade Asset Management Company; the breadth of his experience in governance, strategy, and other areas of oversight while serving as a member of the boards of directors and advisors of various asset management entities and privately-held corporations; and his subject matter knowledge in the areas of agriculture industry investments, asset management, finance, and economics. |

  23. BOARD MEMBER SKILLS

    | Age: 73 Director since: 2007 to 2016; 2018 Committees: Compensation, Corporate Governance | CHARLES O. HOLLIDAY, JR. | | | | Retired Chairman and Chief Executive Officer of DuPont and Former Chairman of Royal Dutch Shell plc | | | | Past Positions | Other Current Directorships | | | — Chairman of Royal Dutch Shell plc (oil and natural gas exploration, refining and product sales) — 2015 to 2021 — Chairman of the National Academy of Engineering (nonprofit engineering institution) — 2012 to 2016 — Chairman of Bank of America Corporation (banking, investing, and asset management) — 2010 to 2014 — Chairman from 1999 to 2009 and Chief Executive Officer from 1998 through 2008 of DuPont (agricultural, electronics, material science, safety and security, and biotechnology) | — HCA Healthcare, Inc. Previous Directorships — Royal Dutch Shell plc — CH2M HILL Companies, Ltd. | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Holliday should serve on Deere’s Board of Directors: his leadership qualities developed from his experiences while serving as Chairman of Royal Dutch Shell, Chairman of the National Academy of Engineering, Chairman of Bank of America Corporation, and Chairman and Chief Executive Officer of DuPont; the breadth of his experiences in auditing, compensation, and other areas of oversight while serving as a member of the boards of directors of other global corporations; and his subject matter knowledge in the areas of engineering, finance, business development, and corporate responsibility. | |

  24. BOARD MEMBER SKILLS

    | Age: 71 Director since: 2015 Committees: Compensation, Corporate Governance | MICHAEL O. JOHANNS | | | | Retired U.S. Senator from Nebraska and former U.S. Secretary of Agriculture | | | | Past Positions | Other Current Directorships | | | — United States Senator from Nebraska — 2009 to 2015 — United States Secretary of Agriculture — 2005 to 2007 — Governor of Nebraska — 1999 to 2005 | — Corteva, Inc. | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Johanns should serve on Deere’s Board of Directors: his leadership qualities developed from his service in state and federal government, including serving as Governor of Nebraska; the breadth of his experiences in law, governance, and other areas of oversight while serving as a partner of a law firm and a member of the U.S. Senate and various Senate committees; and his subject matter knowledge in the areas of agriculture, banking, commerce, and foreign trade. | |

  25. BOARD MEMBER SKILLS

    | Age: 72 Director since: 2007 Committees: Corporate Governance (Chair), Audit Review, Executive | CLAYTON M. JONES | | | | Retired Chairman and Chief Executive Officer of Rockwell Collins, Inc. | | | | Past Positions at Rockwell Collins, Inc. (aviation electronics and communications) | Other Current Directorships — Motorola Solutions, Inc. | | | — Chairman — 2013 to 2014 — Chairman and Chief Executive Officer — 2012 to 2013 — Chairman, President, and Chief Executive Officer — 2002 to 2012 | Previous Directorships — Cardinal Health, Inc. | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Jones should serve on Deere’s Board of Directors: his leadership qualities developed from his service as Chairman and Chief Executive Officer of Rockwell Collins; the breadth of his experiences in corporate governance, finance, compensation, and other areas of oversight while serving as a member of the boards of directors of other global corporations; and his subject matter knowledge in the areas of technology, government affairs, and marketing. | |

  26. BOARD MEMBER SKILLS

    | Age: 52 Director since: 2019 | JOHN C. MAY | | | | Chairman, Chief Executive Officer and President of Deere & Company (since 2020) | | | | Past Positions at Deere & Company | Other Current Directorships | | | — Chief Executive Officer and President – November 2019 to May 2020 — President and Chief Operating Officer — April 2019 to November 2019 — President, Worldwide Agriculture & Turf Division, Global Harvesting and Turf Platforms, Ag Solutions (Americas and Australia) — 2018 to 2019 — President, Agricultural Solutions & Chief Information Officer — 2012 to 2018 — Vice President, Agriculture & Turf Global Platform, Turf & Utility — 2009 to 2012 — Factory Manager, John Deere Dubuque Works — 2007 to 2009 — Director, China Operations — 2004 to 2007 | — Ford Motor Company | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. May should serve on Deere’s Board of Directors: his leadership experience as an officer of Deere since 2009; the breadth of his management experiences within, and knowledge of, Deere’s global operations, precision agriculture, and information technology; and his subject matter knowledge in the areas of leadership, manufacturing, and information technology. | |

  27. BOARD MEMBER SKILLS

    | Age: 70 Director since: 2013 Committees: Finance (Chair), Audit Review, Executive | GREGORY R. PAGE | | | | Chairman of Corteva, Inc. (agricultural seeds, crop protection products, and digital solutions) (since 2019) | | | | Past Positions at Cargill, Incorporated (agricultural, food, financial, and industrial products and services) | Other Current Directorships — Eaton Corporation plc | | | — Executive Director — 2015 to 2016 — Executive Chairman — 2013 to 2015 — Chairman and Chief Executive Officer — 2011 to 2013 — Chairman, Chief Executive Officer, and President — 2007 to 2011 | — 3M Company — Corteva, Inc. Previous Directorships — Cargill, Incorporated | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Page should serve on Deere’s Board of Directors: his leadership qualities developed from his experiences while serving as Chairman of Corteva, Inc. and Chairman and Chief Executive Officer of Cargill; the breadth of his experiences in auditing, corporate governance, and other areas of oversight while serving as a member of the boards of directors of other global corporations; and his subject matter knowledge in the areas of commodities, agriculture, operating processes, finance, and economics. | |

  28. BOARD MEMBER SKILLS

    | Age: 60 Director since: 2011 Committees: Audit Review (Chair), Finance, Executive | SHERRY M. SMITH | | | | Former Executive Vice President and Chief Financial Officer of SuperValu Inc. | | | | Past Positions at SuperValu Inc. (retail and wholesale grocery and retail general merchandise products) | Other Current Directorships — Piper Sandler Companies — Realogy Holdings Corp. — Tuesday Morning Corp. | | | — Executive Vice President and Chief Financial Officer — 2010 to 2013 — Senior Vice President, Finance — 2005 to 2010 — Senior Vice President, Finance and Treasurer — 2002 to 2005 | | | | Key Qualifications, Experiences, and Attributes In addition to her professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Ms. Smith should serve on Deere’s Board of Directors: her leadership qualities developed from her experience while serving as a senior executive and as Chief Financial Officer of SuperValu; the breadth of her experiences in auditing, finance, accounting, compensation, strategic planning, and other areas of oversight while serving as a member of the boards of directors of other public corporations; her family farming background; and her subject matter knowledge in the areas of finance, accounting, and food and supply chain management. | |

  29. BOARD MEMBER SKILLS

    | Age: 57 Director since: 2015 Committees: Compensation (Chair), Finance, Executive | DMITRI L. STOCKTON | | | | Retired Special Advisor to Chairman and Senior Vice President of General Electric Company and Former Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated | | | | Past Positions | Other Current Directorships | | | — Special Advisor to the Chairman and Senior Vice President of GE (power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation and financial services) — 2016 to 2017 — Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated (global investments) and Senior Vice President of General Electric Company — 2011 to 2016 — President and Chief Executive Officer of GE Capital Global Banking and Senior Vice President of GE — 2008 to 2011 | — Ryder System, Inc. — Stanley Black & Decker, Inc. — Target Corp. | | | Key Qualifications, Experiences, and Attributes In addition to his professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Mr. Stockton should serve on Deere’s Board of Directors: his leadership qualities developed from his service as Chairman, President, and Chief Executive Officer of GE Asset Management and as a senior officer of other global operations; the breadth of his experiences in risk management, governance, regulatory compliance, and other areas of oversight while serving as a member of the boards of directors and trustees of global asset management, investment, and employee benefit entities; and his subject matter knowledge in the areas of finance, banking, and asset management. | |

  30. BOARD MEMBER SKILLS

    | Age: 69 Director since: 2015 Committees: Audit Review, Corporate Governance | SHEILA G. TALTON | | | | President and Chief Executive Officer of Gray Matter Analytics (healthcare analytics for healthcare providers, payers, and pharma companies) (since 2013) | | | | Past Positions | Other Current Directorships | | | — President and Chief Executive Officer of SGT Ltd. (strategy and technology consulting services) — 2011 to 2013 — Vice President of Cisco Systems, Inc. (information technology and solutions) — 2008 to 2011 | — OGE Energy Corp. — Sysco Corporation Previous Directorships — Wintrust Financial Corporation | | | Key Qualifications, Experiences, and Attributes In addition to her professional background and prior Deere Board experience, the following qualifications led the Board to conclude that Ms. Talton should serve on Deere’s Board of Directors: her leadership qualities developed from her service as President and Chief Executive Officer of Gray Matter Analytics and as an officer of other global technology and consulting firms; the breadth of her experiences in compensation, governance, risk management, and other areas of oversight while serving as a member of the boards of directors of other global public corporations; and her subject matter knowledge in the areas of technology, data analytics, and global strategies. | |

  31. Board Committees

    Board Committees The Board has delegated some of its authority to five committees: the Executive Committee, the Audit Review Committee, the Compensation Committee, the Corporate Governance Committee, and the Finance Committee. Periodically, the Board approves the rotation of certain directors’ committee memberships. The Board believes that committee rotation is generally desirable to ensure that committees regularly benefit from new perspectives. Each of our Board committees has adopted a charter that complies with current NYSE rules relating to corporate governance matters. Copies of the committee charters are available at www.JohnDeere.com/corpgov and may also be obtained upon request to the Deere & Company Shareholder Relations Department. Each committee (other than the Executive Committee, which did not meet in 2021 and of which Mr. May serves as chair) is composed solely of independent directors. The committee structure and memberships are described below and reflect the changes that became effective in December 2021. Every committee other than the Executive Committee regularly reports on its activities to the full Board.

  32. Board Committees

    | EXECUTIVE COMMITTEE Fiscal 2021 meetings: 0 Members: John C. May (Chair) Clayton M. Jones Gregory R. Page Sherry M. Smith Dmitri L. Stockton | — Acts on matters requiring Board action between meetings of the full Board — Has authority to act on certain significant matters, limited by our bylaws and applicable law — All members, other than Mr. May, are independent | | AUDIT REVIEW COMMITTEE Fiscal 2021 meetings: 5 Members: Sherry M. Smith (Chair) Alan C. Heuberger Clayton M. Jones Gregory R. Page Sheila G. Talton | — Oversees the independent registered public accounting firm’s qualifications, independence, and performance — Assists the Board in overseeing the integrity of our financial statements, compliance with legal requirements, and the performance of our internal auditors — Pre-approves all audit and allowable non-audit services by the independent registered public accounting firm — With the assistance of management, approves the selection of the independent registered public accounting firm’s lead engagement partner — All members have been determined to be independent and financially literate under current NYSE listing standards, including those standards applicable specifically to audit committee members — The Board has determined that Ms. Smith, Mr. Heuberger, Mr. Jones and Mr. Page are “audit committee financial experts” as defined by the Securities and Exchange Commission (SEC) and that each has accounting or related financial management expertise as required by NYSE listing standards |

  33. Board Committees

    | COMPENSATION COMMITTEE Fiscal 2021 meetings: 5 Members: Dmitri L. Stockton (Chair) Leanne G. Caret Tamra A. Erwin Charles O. Holliday, Jr. Dipak C. Jain* Michael O. Johanns | — Makes recommendations to the Board regarding incentive and equity-based compensation plans — Evaluates and approves the compensation of our executive officers (except for the compensation of our CEO, which is approved by the full Board), including reviewing and approving the performance goals and objectives that will affect that compensation — Evaluates and approves compensation granted pursuant to Deere’s equity-based and incentive compensation plans, policies, and programs — Retains, oversees, and assesses the independence of compensation consultants and other advisors — Oversees our policies on structuring compensation programs for executive officers relative to tax deductibility — Reviews and discusses the CD&A with management and determines whether to recommend to the Board that the CD&A be included in our filings with the SEC — All members have been determined to be independent under current NYSE listing standards, including those standards applicable specifically to compensation committee members | | CORPORATE GOVERNANCE COMMITTEE Fiscal 2021 meetings: 4 Members: Clayton M. Jones (Chair) Tamra A. Erwin Charles O. Holliday, Jr. Michael O. Johanns Sheila G. Talton | — Monitors corporate governance policies and oversees our Center for Global Business Conduct — Reviews senior management succession plans and identifies and recommends to the Board individuals to be nominated as directors — Makes recommendations concerning the size, composition, committee structure, and fees for the Board — Reviews and reports to the Board on the performance and effectiveness of the Board — Oversees the evaluation of our management — Monitors and oversees aspirations and activities related to environmental, social, and governance (ESG) matters — All members have been determined to be independent under current NYSE listing standards | | FINANCE COMMITTEE Fiscal 2021 meetings: 5 Members: Gregory R. Page (Chair) Leanne G. Caret Alan C. Heuberger Dipak C. Jain* Sherry M. Smith Dmitri L. Stockton | — Reviews the policies, practices, strategies, and risks relating to Deere’s financial affairs — Exercises oversight of the business of Deere’s Financial Services segment — Formulates our pension funding policies — Oversees our pension plans — All members have been determined to be independent under current NYSE listing standards |

  34. Board Committees

    * Mr. Jain is not standing for re-election at the 2022 Annual Shareholder Meeting.

  35. Compensation of Directors

    Compensation of Directors We have structured the compensation of our nonemployee directors with the following objectives in mind:

  36. Compensation of Directors

    | — | Recognize the substantial investment of time and expertise necessary for the directors to discharge their duties to oversee Deere’s global affairs | | — | Align the directors’ interests with the long-term interests of our shareholders | | — | Ensure that compensation is easy to understand and is regarded positively by our shareholders and employees |

  37. Compensation of Directors

    We pay nonemployee directors an annual retainer. In addition, committee chairs and the Presiding Director receive fees for assuming those responsibilities. Directors who are employees receive no additional compensation for serving on the Board. We do not pay committee member retainers or meeting fees, but we do reimburse directors for expenses related to meeting attendance. To supplement their cash compensation and align their interests with those of our shareholders, nonemployee directors are awarded restricted stock units (RSUs) after each Annual Meeting. A person who serves a partial term as a nonemployee director will receive a prorated retainer and a prorated RSU award. Compensation for nonemployee directors is reviewed every other year by the Corporate Governance Committee. At its February 2021 meeting, the Board approved compensation as noted below for nonemployee directors as recommended by the Corporate Governance Committee. The cash components and the equity component both became effective in June 2021. The following chart describes amounts we pay and the value of awards we grant to nonemployee directors effective June 2021:

  38. Compensation of Directors

    | Retainer | $135,000 | | Equity Award | $160,000 | | Presiding Director Fee | $30,000 | | Audit Review Committee Chair Fee | $25,000 | | Compensation Committee Chair Fee | $20,000 | | Corporate Governance Committee Chair Fee* | $20,000 | | Finance Committee Chair Fee | $15,000 |

  39. Compensation of Directors

    | The Corporate Governance Committee Chair fee increased from $15,000 to $20,000 on June 1, 2021* |

  40. Compensation of Directors

    Under our Nonemployee Director Deferred Compensation Plan, directors may choose to defer some or all of their annual retainers until they retire from the Board. For deferrals through December 2016, a director could elect to have these deferrals invested in either an interest-bearing account or an account with a return equivalent to an investment in Deere common stock. For deferrals effective in January 2017 and later, directors may choose from a list of investment options, none of which yields an above-market earnings rate.

  41. Compensation of Directors

    | Our stock ownership guidelines require each nonemployee director to own Deere common stock equivalent in value to at least five times the director’s annual cash retainer, which is an increase from the requirement in 2020 of three times the director’s annual cash retainer. This ownership level must be achieved within five years of the date the director joins the Board. Restricted shares (regularly granted to nonemployee directors prior to 2008), RSUs, and any common stock held personally by the nonemployee director are included in determining whether the applicable ownership threshold has been reached. Each nonemployee director, except Ms. Erwin, who was appointed on May 1, 2020, and Ms. Caret, who was appointed on November 1, 2021, has achieved stockholdings in excess of the applicable multiple as of the date of this Proxy Statement. | 5x DIRECTOR’S ANNUAL CASH RETAINER (an increase from previous requirement of 3x) |

  42. Compensation of Directors

    We require nonemployee directors to hold all equity awards until the occurrence of one of the following triggering events: retirement from the Board, total and permanent disability, death, or a change in control of Deere combined with a qualifying termination of the director’s service with the company. Directors may not sell, gift, or otherwise dispose of their equity awards before the occurrence of a triggering event. While the restrictions are in effect, nonemployee directors may vote their restricted shares (but not shares underlying RSUs) and receive dividends on the restricted shares and dividend equivalents on the RSUs. In fiscal 2021, we provided the following compensation to our nonemployee directors:

  43. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  44. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Nonqualified Deferred Compensation Earnings(3) | Change in pension value and nonqualified deferred compensation earnings | Total | | Tamra A. Erwin | $135,000 | $159,684 | $0 | – | $294,684 | | Alan C. Heuberger | $135,000 | $159,684 | $0 | – | $294,684 | | Charles O. Holliday, Jr. | $165,000 | $159,684 | $0 | – | $324,684 | | Dipak C. Jain | $135,000 | $159,684 | $42,382 | – | $337,067 | | Michael O. Johanns | $135,000 | $159,684 | $0 | – | $294,684 | | Clayton M. Jones | $152,084 | $159,684 | $0 | – | $311,768 | | Gregory R. Page | $150,000 | $159,684 | $777 | – | $310,461 | | Sherry M. Smith | $160,000 | $159,684 | $2,160 | – | $321,844 | | Dmitri L. Stockton | $155,000 | $159,684 | $0 | – | $314,684 | | Sheila G. Talton | $135,000 | $159,684 | $0 | – | $294,684 |

  45. DIRECTOR COMPENSATION

    | All fees earned in fiscal 2021 for services as a director, including committee chairperson and Presiding Director fees, whether paid in cash or deferred under the Nonemployee Director Deferred Compensation Plan, are included in this column.(1) | | Represents the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation and does not correspond to the actual value that will be realized by the nonemployee directors. The values in this column exclude the effect of estimated forfeitures. All grants are fully expensed in the fiscal year granted based on the grant price (the average of the high and low price for Deere common stock on the grant date). For fiscal 2021, the grant date was March 3, 2021, and the grant price was $347.14.(2) | | The nonemployee director grant date is seven calendar days after the Annual Meeting. These awards vest one year after grant date, but are required to be held until retirement. The assumptions made in valuing the RSUs reported in this column are discussed in Note 23, “Stock Option and Restricted Stock Awards,” of our consolidated financial statements filed with the SEC as part of our annual report on Form 10-K for the fiscal year 2021. The following table lists the cumulative restricted shares and RSUs held by the nonemployee directors as of October 31, 2021: |

  46. DIRECTOR COMPENSATION

    | Director Name | Restricted Stock | RSUs | Director Name | Restricted Stock | RSUs | | Tamra A. Erwin | - | 1,271 | Clayton M. Jones | 824 | 19,401 | | Alan C. Heuberger | - | 4,936 | Gregory R. Page | - | 9,853 | | Charles O. Holliday, Jr. | - | 3,581 | Sherry M. Smith | - | 12,003 | | Dipak C. Jain | 13,234 | 19,401 | Dmitri L. Stockton | - | 7,147 | | Michael O. Johanns | - | 7,663 | Sheila G. Talton | - | 7,147 |

  47. DIRECTOR COMPENSATION

    | Directors are eligible to participate in the Nonemployee Director Deferred Compensation Plan. Under this plan, participants may defer part or all of their annual cash compensation. Through December 2016, two investment choices were available for these deferrals:(3) |

  48. DIRECTOR COMPENSATION

    | – | An interest-bearing alternative that pays interest at the end of each calendar quarter (i) for amounts deferred between fiscal 2010 through December 2016, at a rate based on the Moody’s “A”-rated Corporate Bond Rate and (ii) for amounts deferred prior to fiscal 2010, at a rate based on the prime rate as determined by the Federal Reserve Statistical Release plus 2% | | – | An equity alternative denominated in units of Deere common stock that earns additional shares each quarter at the quarterly dividend rate on Deere common stock | | Amounts included in this column represent the above-market earnings on any amounts deferred under the Nonemployee Director Deferred Compensation Plan. Above-market earnings represent the difference between the interest rate used to calculate earnings under the applicable investment choice and 120% of the applicable federal long-term rate. | |

  49. Security Ownership of Certain Beneficial Owners and Management

    | See the Outstanding Equity Awards table for additional information regarding equity ownership for NEOs.(6) | | The number of shares shown for all directors and executive officers as a group includes 96,404 shares owned jointly with family members over which the directors and executive officers share voting and investment power.(7) |

  50. Financial Performance and Compensation Metrics

    | DRIVERS OF ONE-YEAR OROA, ROE, AND REVENUE GROWTH (STI) | DRIVERS OF THREE-YEAR SVA (LTIC) | DRIVERS OF TSR (LTIC) AND REVENUE GROWTH (LTI) | | — Operating margin focus — Disciplined asset management — Efficient use of equity — Near-term business execution | — Margin management across the cycle with a long-term focus — Efficient use of long-term assets — Long-term investment decisions for capital and research and development — World-class distribution systems — Technology innovation | — Market share — Successful execution of business strategy — Stock price appreciation over the long term — Market conditions |

  51. Executive Summary

    | | | | 2021 | Fiscal 2021 Actions and Results | | | | Short-Term Incentive (STI) | OROA | 38.06% | The STI payout was 175% of target, resulting in an award of $4.0 million for the CEO and awards of approximately $1.4 million for the other NEOs. | Page 37 | | | | ROE | 16.03% | | | | | | Net Sales and Revenues | $44.02B | | | | | | Payout as a % of Target | 175% | | | | | Cash (LTIC) | 3-Year Accumulated SVA | $7.96B | The payout for the 2019-2021 performance period due to accumulated SVA was 200%. Although the relative TSR was at the 95th percentile, no additional adjustment was made to the LTIC payout due to the 200% payout cap being reached based on SVA performance. This resulted in an award of $4.0 million for the CEO and awards of approximately $1.7 million for each of the other NEOs | Page 42 | | | | Accumulated SVA % of Target | 200% | | | | | | 3-Year TSR as of 31 Oct. | 165.19% | | | | | | TSR Performance Results as Compared to the Performance Peer Group (1) | 95th percentile | | | | | | TSR Modifier (2) | N/A | | | | | | Payout as a % of Target | 200% | | | | | Equity (LTI) | Deere Annualized Revenue Growth Rate | 5.63% | For the PSUs ending in fiscal 2021 based upon Deere’s relative revenue growth, Deere performed at the 84th percentile, which equates to a 200% payout. The LTI grant for the 2021-2023 performance period was received in December 2020 and is based solely on relevant revenue growth. The CEO received an LTI award valued at $9.4 million, a 30% increase over the base-level award; LTI awards for the other NEOs were increased an average of 20%, valued at $2.2 million; adjustments reflect strong operating performance, execution of the Smart Industrial strategy, and responsiveness to the dynamic business conditions. | Page 46 | | | | Revenue Growth Performance Results as Compared to Performance Peer Group (1) | 84th percentile | | | | | | PSU Payout as a % of Target | 200% | | |

  52. Executive Summary

    | See the Performance Peer Group section for additional details.(1) | | Due to the payout being at the 200% cap based upon accumulated SVA, there is no additional adjustment for the TSR Modifier.(2) |

  53. REVIEW OF PAY FOR PERFORMANCE RELATIVE TO COMPENSATION PEER GROUP

    REVIEW OF PAY FOR PERFORMANCE RELATIVE TO COMPENSATION PEER GROUP To ensure that total compensation for our NEOs aligns with the market, we compared our compensation and performance against the companies in our compensation peer group. As part of this comparison, we evaluated our peers’ mix of cash versus equity and short-term versus long-term components. In addition, we reviewed the relationship between total realizable compensation and our performance for the three fiscal years ended with fiscal year 2020 — the most recent fiscal year-end for which we can obtain corresponding compensation information for our peer companies. This review helps the Committee understand whether total compensation delivered to our NEOs aligns with our performance relative to our peer group. For purposes of this review, we use TSR to measure performance. The analysis, as shown in the following graphs, reveals that realizable pay for Deere’s CEO and other NEOs was aligned with Deere’s relative TSR over the relevant time period. Based on these results and the results of similar past comparisons of pay and performance alignment, we believe our pay programs ensure that compensation for our executives is aligned with performance and market norms. For peer companies, total realizable pay includes cash- and equity-based long-term incentive plan and performance share plan payouts for performance cycles that are completed within the three-year period. Award values are then multiplied by a factor that reflects grant frequency and long-term incentive pay mix.

  54. REALIZABLE PAY VS. TOTAL SHAREHOLDER RETURN

    Total realizable pay for Deere’s NEOs is defined as the sum of the following components: actual base salaries, STI awards, and LTIC awards paid over the three-year period from 2018-2020; the Black-Scholes value as of November 1, 2020, of any stock options granted over the three-year period; and the value as of November 1, 2020, of RSUs granted over the three-year period and of PSUs (reflecting actual performance for the 2018-2020 performance cycle and the in-process 2019-2021 and 2020-2022 performance cycles).

  55. Snapshot of Compensation Governance

    | | WE DO: | | WE DON’T: | | — Use a combination of short-term and long-term incentives to ensure a strong connection between Deere’s operating performance and actual compensation delivered — Regularly evaluate our peer group and pay positioning under a range of performance scenarios — Annually review all our compensation plans, policies, and significant practices — Annually review risks associated with compensation — Include a “double-trigger” change in control provision in our executive Change in Control Severance Program, as well as our current equity plan, so participants will receive severance benefits only if both a change in control and a qualifying termination occur — Annually review and limit executive perquisites — Retain an independent compensation consultant who does not perform other significant services for Deere — Have an Executive Incentive Compensation Recoupment Policy to ensure accountability in the presentation of our financial statements — Enforce stock ownership requirements to ensure that directors and executives have interests aligned with our shareholders — Provide executive officers with benefits such as health care insurance, life insurance, disability, and retirement plans on the same basis as other full-time Deere employees | | — Offer employment agreements to our U.S.-based executives — Provide tax gross-ups for executives, except for those available to all employees generally — Provide excise tax gross-ups upon a change in control to any employees — Offer above-market earnings on contributions to deferred compensation accounts — Grant stock options with an exercise price less than the fair market value of Deere’s common stock on the date of grant — Re-price stock options without the prior approval of our shareholders — Cash out underwater stock options — Include reload provisions in any stock option grant — Permit directors or employees, or their respective related persons, to engage in short sales of Deere’s stock or to trade in instruments designed to hedge against price declines in Deere’s stock — Permit directors or officers to hold Deere securities in margin accounts or to pledge Deere securities as collateral for loans or other obligations | |

  56. Snapshot of Compensation Elements

    | | | Total Direct Compensation | | | Total Indirect Compensation | | | Short-Term Compensation | | Long-Term Compensation | | Other Compensation and Benefits | | | Base Salary | Short-term Incentive (STI) | Cash (LTIC) | Equity (LTI) | | | Purpose | Based on level of responsibility, experience, and sustained individual performance | Annual cash award for profitability and efficient operations during the fiscal year | Cash award for sustained profitable growth and disciplined investment during a three-year period | Equity award for creating shareholder value as reflected by stock price and revenue growth | | | Characteristics | Base salaries are intended to provide stable compensation to executive officers as a fixed cash component generally targeted at the compensation peer group median. | Variable cash compensation based on the achievement of performance objectives designed to align our executive officers in pursuing short-term goals. Payout levels are based on actual results and performance must meet a threshold level of performance to achieve a payout with a payout cap of 200% of target. A target STI award is designed to contribute to annual cash compensation and overall compensation at the compensation peer group median. | Long-term performance based cash compensation designed to align our executive officers in delivering long-term strategic objectives. Payout levels are based on actual results as compared to a three year performance goal with a payout cap of 200% of target. Additionally, a relative TSR modifier enables alignment with shareholders. A target LTIC award is designed to contribute to compensation at the compensation peer group median. | Awarded in a combination of both performance and time-based equity including RSUs, PSUs, and stock options and designed to reward the delivery of long-term strategic objectives and value creation. A base-level LTI award is designed to contribute to overall compensation at the compensation peer group median. | Perquisites, retirement benefits, deferred compensation benefits, additional benefits payable upon a change in control | | Metrics | - CEO: Increase to $1.45M for 2021 - Other NEOs: Various increases to align with market median | - Operating Return on Operating Assets (OROA), Return On Equity (ROE), and Net Sales and Revenues in current-year performance | - Shareholder Value Added (SVA) and Total Shareholder Return (TSR) modifier to the payout | - Revenue growth - LTI awards can be increased by up to 30% to recognize individual performance | |

  57. Direct Compensation Elements

    Direct Compensation Elements As shown in the Target Direct Compensation Mix charts under 2021 Compensation Overview, the majority of direct compensation for the CEO and NEOs is based on “at-risk,” variable pay. Our performance-based compensation programs fall into two categories: short-term incentives based on annual metrics and long-term incentives based on a three-year performance period. Long-term performance based incentives are awarded in the form of cash and equity (RSUs, PSUs, and stock options). The following information describes each direct compensation element, including the applicable performance metrics.

  58. Short-Term Incentive (STI)

    Short-Term Incentive (STI)

  59. PERFORMANCE METRICS FOR STI

    PERFORMANCE METRICS FOR STI The Committee believes that operating margins and the allocation of capital for research and investment in a disciplined approach are key drivers to creating long-term shareholder value. For this reason, the Committee has designed the STI program to support our Smart Industrial strategy and to motivate our executives and most other salaried employees to focus on profitability, asset optimization, and capital efficiency.

  60. PERFORMANCE METRICS FOR STI

    | — | OROA (for our Equipment Operations segments) supports our strategic approach to sound investment of capital and asset utilization. ROE (for our financial service segment) effectively measures the efficient use of equity. | | — | Net sales and revenues measure our growth. |

  61. PERFORMANCE METRICS FOR STI

    By consistently managing OROA results through all points in the business cycle, we have paid out more than half of cash flow from our operations to investors through dividends and net share repurchases since 2004.

  62. ROE – Financial Services Metric

    | Fiscal 2021 ROE Goals | Subsidized business | Non-subsidized business | Weighted Goals | | % of Business | 74% | 26% | | | Maximum | 10% | 16% | 12% | | Target | 10% | 13% | 11% | | Threshold | 10% | 10% | 10% | | Net Sales and Revenues – Corporate Metric Company wide net sales and revenues together account for one-third of the STI payout. This metric was added in 2017 to incorporate a growth factor into the incentive calculation. For 2021, our net sales and revenues target goal is $38,111M, which is an increase from the 2020 target goal of $36,388M. Net sales and revenues that fall more than 15% below target will result in no payout on that metric. Conversely, net sales and revenues that exceed target by at least 15% will result in a maximum (200%) payout on that metric. Points in between those levels are interpolated. | | | | | | Threshold | Target | Max | | Fiscal 2021 Net Sales & Revenue Goals | $32,394M | $38,111M | $43,828M |

  63. APPROVAL OF STI AWARD RATES

    APPROVAL OF STI AWARD RATES At the beginning of the fiscal year, after review and consideration of Deere’s peer group data for target cash bonuses, the Committee approves target STI rates as a percentage of the NEO’s base salary. For 2021, John May’s target STI rate was increased to 160% to improve his positioning versus peer group median. Regardless of the award amount reached by applying these payout rates, no individual award under the STI plan may exceed $5 million or 200% of target.

  64. APPROVAL OF STI AWARD RATES

    | | 2020 Target Rate | 2021 Target Rate | | CEO | 150% | 160% | | Other NEOs | 100% | 100% |

  65. FISCAL 2021 PERFORMANCE RESULTS AND PAYOUT AMOUNTS

    FISCAL 2021 PERFORMANCE RESULTS AND PAYOUT AMOUNTS The chart below shows the STI performance targets and actual results for fiscal 2021. OROA performance targets are based on Equipment Operations being at 109% of Mid-Cycle. The amount of the STI award paid to a NEO is calculated as follows:

  66. STI AWARD CALCULATIONS

    STI AWARD CALCULATIONS

  67. STI AWARD CALCULATIONS

    | Base salary for the fiscal year | × | Target STI rate | × | Actual performance as a percentage of target | = | STI award amount |

  68. Direct Compensation Elements

    | Officer | Fiscal 2021 STI Award Payout | | John C. May | $4,005,803 | | Ryan D. Campbell | $1,467,078 | | Marc A. Howze | $1,400,617 | | Rajesh Kalathur | $1,434,470 | | Cory J. Reed | $1,413,536 |

  69. STI CHANGES FOR FY2022

    STI CHANGES FOR FY2022 With the emphasis in our Smart Industrial strategy to deliver strong margins, the Net Sales & Revenues metric in STI will be replaced with an Operating Return on Sales (OROS) metric for 2022. Similar to the current OROA metric, the OROS goals will be volume adjusted. In 2022, the performance results for STI will be based upon the following metrics and weightings.

  70. STI CHANGES FOR FY2022

    | Company Performance Factor Weighting: | | Enterprise OROA/ROE Metric Weighting: | | | Enterprise OROA/ROE Metric(a) | 67% | Equipment Operations OROA(b) | 90% | | Operating Return on Sales | 33% | Financial Services ROE | 10% |

  71. STI CHANGES FOR FY2022

    | Appendix B, “Deere & Company Reconciliation of Variable Compensation Measures to Non-GAAP Measures” illustrates in detail how OROA and ROE are calculated.(a) | | Equipment Operations reflects the consolidated results of the Precision & Production Agriculture (PPA) operations, Small Ag & Turf (SAT) operations, and Construction and Forestry (C&F) operations.(b) |

  72. Long-Term Incentive (LTI)

    Long-Term Incentive (LTI) LTI is designed to reward the NEOs for creating sustained shareholder value, encourage the ownership of Deere stock, foster teamwork, and retain and motivate high-caliber executives while aligning their interests with those of our shareholders. The LTI awards tie a significant portion of compensation to the Company’s performance over time. LTI awards consist of a cash plan and an equity program under the John Deere 2020 Equity and Incentive Plan, which was approved at the Annual Meeting in February 2020. Over 50% of Deere’s long-term incentive is performance-based.

  73. LONG-TERM INCENTIVE CASH (LTIC)

    LONG-TERM INCENTIVE CASH (LTIC) LTIC is a long-term cash award based on our performance against ambitious goals for Shareholder Value Added (SVA) over a three-year performance period with a modifier based on three-year relative TSR performance.

  74. SETTING RIGOROUS SVA GOALS

    SETTING RIGOROUS SVA GOALS Our SVA performance targets are intended to incentivize superior performance. Our goal for a maximum payout is calculated based on estimated enterprise SVA at mid-cycle sales levels for the first year of the performance period. We assume a compounded 7% annual growth rate for the remaining two years (our historical sales growth rate) to arrive at a cumulative three-year SVA goal, given limited visibility. Once the maximum SVA goal is set, the target SVA goal is set at half of that amount. Our target goals are challenging to achieve. The threshold accumulated goal is set at $5 million. The chart below details the threshold, target, and maximum accumulated SVA goals for each performance period that includes fiscal 2021. The SVA goals at all levels have had no adjustments due to the global pandemic. The SVA goals have increased at a compounded annual growth rate of 12% since the LTIC plan was introduced in 2004. The SVA goals for the performance period ending in 2021 were lower than the prior year primarily due to commodity pressures at the start of the performance period. As displayed below, the subsequent years have increased SVA performance expectations as compared to the period ending in 2021.

  75. SETTING RIGOROUS SVA GOALS

    | SVA Goals for LTIC | Fiscal 2019 through Fiscal 2021 | Fiscal 2020 through Fiscal 2022 | Fiscal 2021 through Fiscal 2023 | | Threshold SVA Required for Payout | $5 million | $5 million | $5 million | | SVA Goal for Target Payout | $3,335 million | $3,955 million | $5,250 million | | SVA Goal for Maximum Payout | $6,670 million | $7,910 million | $10,500 million |

  76. MODIFICATION OF AWARDS BASED ON RELATIVE TSR (rTSR)

    MODIFICATION OF AWARDS BASED ON RELATIVE TSR (rTSR) LTIC payouts may be modified based on relative TSR performance as compared to the Performance Peer Group. The same peer group is used as the comparator group for PSU metrics. Performance at the 50th percentile will have no adjustment to the payout as the modifier will be 100%. Payout percentages are linearly interpolated for rTSR performance between the points as illustrated below.

  77. MODIFICATION OF AWARDS BASED ON RELATIVE TSR (rTSR)

    | Performance Bend Points | Percent of Award Earned | | At or above 75th percentile | 125% | | 50th percentile | 100% | | At or below 25th percentile | 75% |

  78. RELATIVE TSR PERFORMANCE FOR LTIC PERFORMANCE PERIOD ENDING FISCAL 2021

    RELATIVE TSR PERFORMANCE FOR LTIC PERFORMANCE PERIOD ENDING FISCAL 2021

  79. RELATIVE TSR PERFORMANCE FOR LTIC PERFORMANCE PERIOD ENDING FISCAL 2021

    | | Threshold 75% | Target 100% | Maximum 125% | Performance Results | LTIC rTSR Modifier | | Relative TSR | | | | 95th percentile | 200% |

  80. RELATIVE TSR PERFORMANCE FOR LTIC PERFORMANCE PERIOD ENDING FISCAL 2021

    Deere’s TSR during the performance period ending fiscal 2021 was 165.2%, which ranked at the 95th percentile as compared to the performance peer group. For the performance period ending fiscal 2021, the rTSR modifier will increase the LTIC payout by 125% up to the maximum LTIC payout of 200%.

  81. FISCAL 2021 PERFORMANCE RESULTS FOR LTIC

    | Due to payout being at 200% based upon accumulated SVA, there is no adjustment for rTSR even though it would have adjusted at 125%.(1) |

  82. HISTORICAL ACCUMULATED SVA, LTIC GOALS, RELATIVE TSR PERFORMANCE AND LTIC PAYOUTS

    HISTORICAL ACCUMULATED SVA, LTIC GOALS, RELATIVE TSR PERFORMANCE AND LTIC PAYOUTS The following table shows historical LTIC information and how SVA for fiscal 2021 will affect LTIC awards for the performance periods ending in 2021, 2022, and 2023. Maximum payout is based upon 200% of SVA goal at target.

  83. HISTORICAL ACCUMULATED SVA, LTIC GOALS, RELATIVE TSR PERFORMANCE AND LTIC PAYOUTS

    | Year | 2017-2019 | 2018-2020 | 2019-2021 | 2020-2022 | 2021-2023 | | Accumulated SVA (Millions) | $4,684 | $4,975 | $7,957 | $6,422 | $5,128 | | SVA as a % of Target | 116.8% | 127.6% | 200.0% | In Process Performance Periods | | | rTSR Percentile | 88th | 95th | 95th | | | | LTIC Modifier (2)(3) | 100.0% | 125.0% | N/A | | | | LTIC Payout | 116.8% | 159.5% | 200.0% | | |

  84. HISTORICAL ACCUMULATED SVA, LTIC GOALS, RELATIVE TSR PERFORMANCE AND LTIC PAYOUTS

    | The fiscal 2021 SVA for the 2021-2023 performance period is different than the prior performance periods that include fiscal 2021 due to the change in the definition of SVA effective with this performance period to include Wirtgen financials and exclude enterprise goodwill.(1) | | The rTSR modifier for the period ending 2019 only allowed for downward adjustment.(2) | | For the performance period ending 2021, no upward adjustment from the rTSR modifier was applied due to the LTIC payout being at the 200% cap based upon the accumulated SVA. Had the cap not been hit, the payout would have been increased by 125% based upon rTSR performance.(3) |

  85. Direct Compensation Elements

    | Officer | Fiscal 2021 LTIC Award Payout | | John C. May | $4,050,000 | | Ryan D. Campbell | $1,711,510 | | Marc A. Howze | $1,711,510 | | Rajesh Kalathur | $1,711,510 | | Cory J. Reed | $1,711,510 |

  86. LONG-TERM INCENTIVE EQUITY (LTI)

    LONG-TERM INCENTIVE EQUITY (LTI) LTI awards consist of the following three equity components awarded annually under the John Deere 2020 Equity and Incentive Plan:

  87. LONG-TERM INCENTIVE EQUITY (LTI)

    | — | Performance Stock Units (PSUs) | | — | Restricted Stock Units (RSUs) | | — | Market-priced stock options |

  88. FISCAL 2021 LTI EQUITY AWARD OVERVIEW FOR NEOs

    FISCAL 2021 LTI EQUITY AWARD OVERVIEW FOR NEOs

  89. FISCAL 2021 LTI EQUITY AWARD OVERVIEW FOR NEOs

    | | PSUs | | RSUs | | Stock Options | | | LTI Equity Mix | | 40% | | 25% | | 35% | | Performance measurements | Revenue growth(1) | | Stock price appreciation | | Stock price appreciation | | | Vesting period | Cliff vest on the third anniversary of the grant date | | Cliff vest on the third anniversary of the grant date | | Vest in approximately equal annual installments over three years | | | Conversion/ expiration | Converted to Deere common stock upon vesting | | Converted to Deere common stock upon vesting | | Expire 10 years from the grant date | | | Objective | Motivate and reward relative outperformance | | Encourage ownership and retention while providing immediate alignment with shareholders | | Aligns the interest with shareholders, rewarding for stock price appreciation | |

  90. FISCAL 2021 LTI EQUITY AWARD OVERVIEW FOR NEOs

    | Based on Deere’s compounded annual growth rate as compared to the Performance Peer Group(1) |

  91. APPROVAL OF LTI EQUITY AWARD VALUES

    APPROVAL OF LTI EQUITY AWARD VALUES The Committee established LTI grants for the NEOs based on the following criteria:

  92. APPROVAL OF LTI EQUITY AWARD VALUES

    | — | Level of responsibility | | — | Individual performance | | — | Current market practice | | — | Peer group data | | — | The number of shares available under the John Deere 2020 Equity and Incentive Plan |

  93. APPROVAL OF LTI EQUITY AWARD VALUES

    Awards granted in previous years are not a factor in determining the current year’s LTI award, nor is potential accumulated wealth.

  94. Direct Compensation Elements

    Direct Compensation Elements At the first Committee meeting of each fiscal year, after consideration of compensation peer group data on median values for long-term incentives, the Committee approves a dollar value for a base-level LTI equity award and the mix of awards to be delivered. The grant price is the closing price of Deere common stock on the NYSE on the grant date. The grant price is used to determine the number of PSUs, RSUs, and stock options to be awarded. The Committee can increase (up to 30%) or decrease (down to $0) an individual NEO’s base-level award to distinguish that executive’s performance, deliver a particular LTI equity value, or reflect other adjustments as the Committee deems appropriate. The potential adjustment of up to 30% for fiscal 2021 was increased from a potential of up to 20% in fiscal 2020 as the Committee wants greater flexibility to take individual performance into account given the plan design is geared towards company performance. For fiscal 2021, the Committee approved adjustments to base-level award values ranging up to 30% to recognize the accomplishments of the individual NEOs. LTI equity awards were approved for the NEOs as follows:

  95. Direct Compensation Elements

    | The amounts shown include PSUs valued at the grant price on the date of grant assuming a 100% payout.(a) |

  96. Direct Compensation Elements

    See the Fiscal 2021 Grants of Plan-Based Awards table and footnotes for more information on LTI equity awards delivered, as well as the terms of the awards. For fiscal 2021, the number of RSUs and PSUs granted to the NEOs represented 11% and 60%, respectively, of the total RSUs and PSUs granted to all eligible salaried employees; stock options granted to the NEOs represented 37% of the total stock options granted to eligible salaried employees.

  97. SETTLEMENT OF PSUs INTO DEERE STOCK

    SETTLEMENT OF PSUs INTO DEERE STOCK For PSUs granted in fiscal 2021 (December 2020), the actual number of shares to be issued upon conversion will be based on Deere’s revenue growth for the three-year performance period ending in 2023 and measured relative to the Performance Peer Group as of the end of the performance period.

  98. PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDING IN 2021

    | Revenue Growth Payout % | | 100% of PSUs Awarded | | Final Award |

  99. PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDING IN 2021

    The number of PSUs that vest and convert to shares can range from 0%-200% of the number of PSUs awarded, depending on Deere’s relative performance during the performance period, as illustrated in the following table:

  100. PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDING IN 2021

    | Deere’s Revenue Growth Relative to the Performance Peer Group | % of Target Shares Earned (Payout %) * | | Below 25th percentile | 0% | | At 25th percentile | 25% | | At 50th percentile | 100% | | At or above 75th percentile | 200% |

  101. PSUs FOR PERFORMANCE PERIOD ENDED 2021

    PSUs FOR PERFORMANCE PERIOD ENDED 2021 The performance period for PSUs granted in fiscal 2019 ended on October 31, 2021. The final number of shares earned was based on Deere’s annualized revenue growth relative to the Performance Peer Group over the three-year performance period. The Committee made its final payout determination in December 2021 following a review of the relative performances of Deere and the Performance Peer Group. Deere’s annualized revenue growth was comparable to the 84th percentile. This resulted in an overall payout of 200% of target. This payout compared to an overall payout of PSUs relative to target for each of the five prior three-year performance periods ending in fiscal 2016 through fiscal 2020 of 33.5%, 100%, 200%, 200%, and 200%, respectively.

  102. PSUs FOR PERFORMANCE PERIOD ENDED 2021

    | | Threshold 0% | Target 100% | Maximum 200% | Performance Results | % of Target Shares Earned | | Annualized Revenue Growth | | | | 84th percentile | 200% |

  103. LTI REPORTED VERSUS REALIZABLE VALUE

    LTI REPORTED VERSUS REALIZABLE VALUE The values for Stock and Option Awards included on the Summary Compensation Table are presented in accordance with SEC requirements. Although this allows for comparison across companies, the Committee feels the prescribed calculation does not fully represent the Committee’s annual decision and does not support a valid CEO pay-for-performance assessment. To calculate the realizable value, the stock units from the LTI equity awards granted in fiscal 2019, 2020, and 2021 are valued using the fiscal year-end stock price of $342.31. The value of PSUs also takes into consideration the current year payout and the current performance for the performance cycles in-process (2020-2022 and 2021-2023). The value of options is calculated using the Black-Scholes value as of fiscal year end. The following chart compares the LTI equity values reported on the Summary Compensation Table to Mr. May’s realizable LTI equity value for each of the grants in fiscal 2019, 2020, and 2021.

  104. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    REPORTED VS. REALIZABLE LTI EQUITY VALUE (Thousands)

  105. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    | (a) | See footnotes (3) and (4) to the Summary Compensation Table for an explanation of these valuations. | | (b) | Realizable LTI Equity is calculated as: | | – | The value of stock options that were granted in fiscal 2019, 2020, and 2021 using the Black-Scholes value as of October 31, 2021. | | – | The value of RSUs that were granted in fiscal 2019, 2020, and 2021 using the stock price as of October 31, 2021 of $342.31. | | – | The value of PSUs granted in fiscal 2019, 2020, and 2021 using the stock price as of October 31, 2021, of $342.31 and reflecting actual payout for the 2019-2021 performance and projected payouts for the in-process performance cycles of 200% for 2020-2022 and of 200% for 2021-2023. | | (c) | Values reported based upon former CEO, Samuel R. Allen. |

  106. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    The Committee believes each pay element included in Direct Compensation is consistent with our pay for performance compensation philosophy. The Committee reviews Direct Compensation for the NEOs in the aggregate (excluding the CEO)

  107. Direct Compensation Elements

    Direct Compensation Elements as well as for each NEO individually and compares this compensation to the market position data of our compensation peer group. This market position data takes into account the level of responsibility (including the level of sales volume) for each NEO’s respective operations. A key element of these individual performance evaluations is a careful analysis of each NEO’s collaboration and contribution to the success of a high-performing team. Thus, while the market data for each position is a factor in reviewing Direct Compensation, the Committee also considers individual fulfillment of duties, teamwork, development, time in position, experience, and internal equity among NEOs other than the CEO. The Committee recognizes individual performance through adjustments to base salary and the equity component of LTI. Direct Compensation for the CEO is higher than for the other NEOs due to the CEO’s breadth of executive and operating responsibilities for the entire global enterprise. The Committee does not target CEO compensation as a certain multiple of the compensation of the other NEOs. The relationship between the CEO’s compensation and that of the other NEOs is influenced by our organizational structure, which does not usually include a chief operating officer. The ratio of Mr. May’s Direct Compensation to that of the other NEOs is generally comparable to that found among the companies in our compensation peer group.

  108. Potential Payments upon Change in Control

    Potential Payments upon Change in Control Deere’s Change in Control Severance Program (the “CIC Program”) covers certain executives, including each of the NEOs, and is intended to facilitate continuity of management in the event of a change in control. The Committee believes the CIC Program:

  109. Potential Payments upon Change in Control

    | — | Encourages executives to act in the best interests of shareholders when evaluating transactions that, without a change in control arrangement, could be personally detrimental | | — | Keeps executives focused on running the business in the face of real or rumored transactions | | — | Protects Deere’s value by retaining key talent despite potential corporate changes | | — | Protects Deere’s value after a change in control by including restrictive covenants (such as non-compete provisions) and a general release of claims in favor of Deere | | — | Helps Deere attract and retain executives as a competitive practice |

  110. Potential Payments upon Change in Control

    For more information, see “Fiscal 2021 Potential Payments upon Change in Control” and the corresponding table.

  111. Other Potential Post-Employment Payments

    Other Potential Post-Employment Payments Deere’s various plans and policies provide payments to NEOs upon certain types of employment terminations that are not related to a change in control. These events and amounts are explained in the section under Executive Compensation Tables entitled “Fiscal 2021 Potential Payments upon Termination of Employment Other than Following a Change in Control.”

  112. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Committee has retained Pearl Meyer, LLC (Pearl Meyer) as its compensation consultant. Pearl Meyer reviews our executive compensation program design and assesses our compensation approach relative to our performance and the market. The Committee has sole responsibility for setting and modifying the fees paid to Pearl Meyer, determining the nature and scope of its services, and evaluating its performance and can terminate Pearl Meyer’s engagement or hire another compensation consultant at any time. Pearl Meyer periodically meets independently with the Chair of the Committee and regularly participates in executive sessions with the Committee (without any executives or other Deere personnel present) to review compensation data and discuss compensation matters. While the Committee values this expert advice, ultimately the Committee’s decisions reflect many factors and considerations. Management works with Pearl Meyer at the Committee’s direction to develop materials and analysis, such as competitive market assessments and summaries of current legal and regulatory developments, which are essential to the Committee’s compensation determinations. During fiscal 2021, Pearl Meyer performed the following specific services:

  113. The Role of the Compensation Consultant

    | — | Provided information on executive compensation trends and external developments, including the use of environmental, social, and governance criteria in incentive programs and the impact of COVID-19 on executive compensation | | — | Provided a competitive evaluation of total compensation for the NEOs, as well as overall long-term incentive program share usage, dilution, and expense | | — | Reviewed the peer groups used for market analyses and relative performance comparisons in our long-term incentive programs | | — | Reviewed the competitiveness of actual pay delivered in relation to performance as compared to the peer group, as further discussed in the following section | | — | Reviewed the competitiveness of our NEO perquisites and severance benefits | | — | Provided recommendations on CEO total compensation |

  114. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP Executive compensation is benchmarked against a peer group of leading U.S. based companies (with an emphasis on industrial manufacturing companies), large global operations, a diversified business and/or roughly comparable annual sales and market capitalizations. On at least an annual basis, the Compensation Committee works with its independent consultant, Pearl Meyer, to review the composition of the peer group and determine whether any changes should be made. For fiscal 2021, although the peer group remained at 16 companies, two companies were removed and replaced by two different companies. Howmet Aerospace, a spin-off from the split with Arconic, was removed due to company size. DuPont De Nemours, Inc. was removed due to its primary focus as a chemical company and no longer having an industrial focus. Archer Daniels Midland and Parker-Hannifin were added due to meeting revenue size criteria and having an industrial focus. The table below lists the companies included in the compensation peer group for the fiscal 2021 market analysis process.

  115. COMPENSATION PEER GROUP

    | Company | Revenue (M)(1) | Market Capitalization (M)(1) | Employees (1) | | 3M Company | $32,348 | $87,384 | 96,163 | | Archer Daniels Midland | $64,322 | $20,695 | 38,100 | | Boeing Company | $70,550 | $79,581 | 161,100 | | Caterpillar Inc. | $50,969 | $62,989 | 102,300 | | Cummins Inc. | $22,578 | $24,104 | 61,615 | | Eaton Corp. plc | $20,874 | $33,400 | 101,000 | | Emerson Electric Co. | $17,968 | $34,074 | 88,000 | | General Dynamics Corporation | $38,838 | $37,384 | 102,900 | | Honeywell International Inc. | $36,288 | $100,364 | 113,000 | | Illinois Tool Works Inc. | $13,785 | $51,597 | 45,000 | | Johnson Controls International plc | $23,745 | $22,205 | 104,000 | | Lockheed Martin Corporation | $61,127 | $109,106 | 110,000 | | PACCAR Inc. | $24,274 | $23,933 | 27,000 | | Parker Hannifin | $14,216 | $20,297 | 55,610 | | United Technologies Corporation(2) | $76,891 | $97,757 | 243,200 | | Whirlpool Corporation | $19,984 | $7,004 | 77,000 | | 75th Percentile | $53,509 | $81,532 | 105,500 | | Median | $28,311 | $35,729 | 98,582 | | 25th Percentile | $20,652 | $23,501 | 60,114 | | Deere & Company | $38,880 | $45,494 | 73,489 | | Deere Percentile | 67th | 57th | 32nd |

  116. COMPENSATION PEER GROUP

    | Reflects data based on the last twelve months of data as of April 30, 2020 per S&P Capital IQ.(1) | | Financials reflective of United Technologies prior to completion of mergers/spin-offs on 4/3/2020. The company retained Raytheon after the completion of the transaction.(2) |

  117. Compensation Methodology and Process

    Compensation Methodology and Process Compensation paid by our compensation peer group is representative of the compensation we believe is required to attract, retain, and motivate executive talent. The Committee, in consultation with Pearl Meyer, periodically reviews the compensation peer group to confirm that it remains an appropriate point of reference for NEO compensation.

  118. PERFORMANCE PEER GROUP

    PERFORMANCE PEER GROUP The relative performance metrics of TSR and revenue are measured against a peer group comprised of a subset of the S&P 500 Industrials. The peer group is developed by starting with the S&P 500 Industrials and then removing companies that are not manufacturing and/or related to the agricultural or construction cycles. Industries removed include Air Freight & Logistics, Airlines, Commercial Services & Supplies, Professional Services, Trading Companies & Distributors. Within the relevant industries, qualitative discretion was applied to determine suitability and maintain consistency. Companies with significant U.S. government revenue are excluded since stock price and revenue are significantly driven by government actions. The performance peer group for the performance period ending in fiscal 2021 included the 39 companies listed below.

  119. PERFORMANCE PEER GROUP

    | Diversified Industrials | Electrical & Automation | | | 3M Company | Acuity Brands, Inc. | | | General Electric Company | AMETEK, Inc. | | | Honeywell International Inc. | Eaton Corporation plc | | | Roper Technologies, Inc. | Emerson Electric Co. | | | | Rockwell Automation Inc. | | | Aerospace & Defense | Machinery | | | Howmet Aerospace | Caterpillar Inc. | | | (formerly Arconic, Inc.) | Cummins Inc. | | | Textron Inc. | Dover Corporation | | | The Boeing Company | Flowserve Corporation | | | TransDigm Group Incorporated | Fortive Corporation | | | Raytheon Technologies Corporation | Illinois Tool Works Inc. | | | (formerly United Technologies Corp.) | Ingersoll-Rand Plc | | | | PACCAR Inc | | | | Parker-Hannifin Corporation | | | | Pentair plc | | | | Snap-on Incorporated | | | | Xylem Inc. | | | Road & Rail | Construction & Engineering | | | CSX Corporation | Fluor Corporation | | | J.B. Hunt Transport Services, Inc. | Jacobs Engineering Group Inc. | | | Kansas City Southern | Quanta Services, Inc. | | | Norfolk Southern Corporation | | | | Ryder System, Inc. | | | | Union Pacific Corporation | | | | Building Products | | | | Allegion plc | | | | Fortune Brands Home & Security, Inc. | | | | Johnson Controls International plc | | | | Masco Corporation | | |

  120. Risk Assessment of Compensation Policies and Practices

    | — | The performance metrics for our STI and LTIC incentive plans are based on enterprise publicly reported metrics with only minor adjustments and are subject to internal audit and outside consultant review and audit | | — | The metrics for our STI and LTIC compensation and the related potential payouts are capped to reduce the risk that executives might be motivated to attain excessively high “stretch” goals to maximize payouts |

  121. FISCAL 2021 SUMMARY COMPENSATION TABLE

    FISCAL 2021 SUMMARY COMPENSATION TABLE

  122. FISCAL 2021 SUMMARY COMPENSATION TABLE

    | Name and Position | Fiscal Year | Salary(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | John C. May(1) Chairman and Chief Executive Officer | 2021 | $1,429,174 | $5,991,488 | $3,298,699 | $8,055,803 | $741,736 | $395,926 | $19,912,826 | | | 2020 | $1,199,245 | $6,878,173 | $2,624,979 | $3,741,252 | $834,610 | $310,125 | $15,588,384 | | | 2019 | $889,760 | $1,876,726 | $655,191 | $1,421,607 | $970,162 | $192,246 | $6,005,692 | | Ryan D. Campbell Senior Vice President and Chief Financial Officer | 2021 | $837,469 | $1,482,168 | $816,236 | $3,178,588 | $288,384 | $146,883 | $6,749,728 | | | 2020 | $671,859 | $1,727,552 | $659,263 | $2,179,082 | $293,654 | $85,601 | $5,617,011 | | | 2019 | $486,928 | $414,755 | $144,873 | $538,736 | $266,736 | $68,954 | $1,920,982 | | Marc A. Howze Group President, Lifecycle Solutions and Chief Administrative Officer | 2021 | $799,530 | $1,482,168 | $816,236 | $3,112,127 | $420,001 | $162,946 | $6,793,008 | | Rajesh Kalathur President, John Deere Financial and Chief Information Officer | 2021 | $818,855 | $1,197,049 | $659,263 | $3,145,980 | $330,179 | $156,649 | $6,307,975 | | | 2020 | $790,894 | $1,891,788 | $722,062 | $2,323,388 | $658,772 | $125,737 | $6,512,641 | | | 2019 | $721,732 | $1,798,637 | $627,860 | $1,266,043 | $872,056 | $151,131 | $5,437,459 | | Cory J. Reed President, Worldwide Agriculture & Turf Division, Production & Precision Agriculture, Americas and Australia | 2021 | $806,905 | $1,311,195 | $722,065 | $3,125,046 | $318,543 | $152,846 | $6,436,600 | | | 2020 | $765,695 | $1,809,670 | $690,680 | $2,292,839 | $521,036 | $112,749 | $6,192,669 | | | 2019 | $669,999 | $1,798,637 | $627,860 | $1,230,497 | $640,851 | $124,079 | $5,091,923 |

  123. FISCAL 2021 SUMMARY COMPENSATION TABLE

    | For fiscal 2019, John C. May held the role of Chief Operating Officer. He was promoted to CEO on November 4, 2019 and elected as Chairman of the Board on May 1, 2020. Compensation reflects the change in responsibilities for the roles listed.(1) | | Includes amounts deferred by the NEO under the John Deere Voluntary Deferred Compensation Plan. Salary amounts deferred in fiscal 2021 are included in the first column of the Fiscal 2021 Nonqualified Deferred Compensation Table.(2) | | Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 23, “Stock Option and Restricted Stock Awards,” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended October 31, 2021 (“2020 Form 10-K”). For PSUs, the value at the grant date is based upon a target payout of the performance metric over the three-year performance period. If the highest level of payout were achieved, the value of the PSU awards as of the grant date would be as follows: $7,270,659 (May), $1,798,744 (Campbell), $1,798,744 (Howze), $1,452,756 (Kalathur), and $1,591,347 (Reed). RSUs will vest three years after the grant date, at which time they may be settled in Deere common stock. Refer to the Fiscal 2021 Grants of Plan-Based Awards table and footnote (7) thereto for a detailed description of the grant date fair value of stock awards.(3) | | Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. The assumptions made in valuing option awards reported in this column and a more detailed discussion of the binomial lattice option pricing model appear in Note 23, “Stock Option and Restricted Stock Awards,” of our consolidated financial statements filed with the SEC in the 2021 Form 10-K. Refer to the Fiscal 2021 Grants of Plan-Based Awards table and footnote (7) for a detailed description of the grant date fair value of option awards.(4) |

  124. FISCAL 2021 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2021 GRANTS OF PLAN-BASED AWARDS

  125. FISCAL 2021 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) | All Other Option Awards: Number of Securities Underlying Options (5) | Exercise or Base Price of Option Awards ($/Sh) (6) | Grant Date Fair Value of Stock and Option Awards (7) | | Name | Grant Date (1) | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | John C. May | 12/1/20-STI | $- | $2,286,678 | $4,573,356 | - | - | - | - | - | $- | $- | | | 12/1/20-LTIC | $1,100 | $1,929,385 | $3,858,770 | - | - | - | - | - | $- | $- | | | 12/9/20 | $- | $- | $- | - | - | - | 9,246 | - | $- | $2,356,158 | | | 12/9/20 | $- | $- | $- | 3,698 | 14,794 | 29,588 | - | - | $- | $3,635,330 | | | 12/9/20 | $- | $- | $- | - | - | - | - | 52,578 | $254.83 | $3,298,699 | | | | $1,100 | $4,216,063 | $8,432,126 | 3,698 | 14,794 | 29,588 | 9,246 | 52,578 | $- | $9,290,187 | | Ryan D. Campbell | 12/1/20-STI | $- | $837,469 | $1,674,938 | - | - | - | - | - | $- | $- | | | 12/1/20-LTIC | $400 | $879,342 | $1,758,684 | - | - | - | - | - | $- | $- | | | 12/9/20 | $- | $- | $- | - | - | - | 2,287 | - | $- | $582,796 | | | 12/9/20 | $- | $- | $- | 915 | 3,660 | 7,320 | - | - | $- | $899,372 | | | 12/9/20 | $- | $- | $- | - | - | - | - | 13,010 | $254.83 | $816,236 | | | | $400 | $1,716,811 | $3,433,622 | 915 | 3,660 | 7,320 | 2,287 | 13,010 | $- | $2,298,404 | | Marc A. Howze | 12/1/20-STI | $- | $799,530 | $1,599,060 | - | - | - | - | - | $- | $- | | | 12/1/20-LTIC | $400 | $839,507 | $1,679,014 | - | - | - | - | - | $- | $- | | | 12/9/20 | $- | $- | $- | - | - | - | 2,287 | - | $- | $582,796 | | | 12/9/20 | $- | $- | $- | 915 | 3,660 | 7,320 | - | - | $- | $899,372 | | | 12/9/20 | $- | $- | $- | - | - | - | - | 13,010 | $254.83 | $816,236 | | | | $400 | $1,639,037 | $3,278,074 | 915 | 3,660 | 7,320 | 2,287 | 13,010 | $- | $2,298,404 | | Rajesh Kalathur | 12/1/20-STI | $- | $818,855 | $1,637,710 | - | - | - | - | - | $- | $- | | | 12/1/20-LTIC | $400 | $859,798 | $1,719,596 | - | - | - | - | - | $- | $- | | | 12/9/20 | $- | $- | $- | - | - | - | 1,847 | - | $- | $470,671 | | | 12/9/20 | $- | $- | $- | 739 | 2,956 | 5,912 | - | - | $- | $726,378 | | | 12/9/20 | $- | $- | $- | - | - | - | - | 10,508 | $254.83 | $659,263 | | | | $400 | $1,678,653 | $3,357,306 | 739 | 2,956 | 5,912 | 1,847 | 10,508 | $- | $1,856,312 | | Cory J. Reed | 12/1/20-STI | $- | $806,905 | $1,613,810 | - | - | - | - | - | $- | $- | | | 12/1/20-LTIC | $400 | $847,250 | $1,694,500 | - | - | - | - | - | $- | $- | | | 12/9/20 | $- | $- | $- | - | - | - | 2,023 | - | $- | $515,521 | | | 12/9/20 | $- | $- | $- | 809 | 3,238 | 6,476 | - | - | $- | $795,674 | | | 12/9/20 | $- | $- | $- | - | - | - | - | 11,509 | $254.83 | $722,065 | | | | $400 | $1,654,155 | $3,308,310 | 809 | 3,238 | 6,476 | 2,023 | 11,509 | $- | $2,033,260 |

  126. FISCAL 2021 GRANTS OF PLAN-BASED AWARDS

    | For the non-equity incentive plan awards, the grant date is the date the Committee approved the range of estimated potential future payouts for the performance periods noted under footnote (2) below. For equity awards, the grant date is seven calendar days after the first regularly scheduled Board meeting of the fiscal year.(1) | | These columns show the range of potential payouts under the STI and LTIC plans. The performance period for STI in this table covers fiscal 2021. For actual performance between threshold, target, and maximum, the earned STI award will be prorated.(2) | | The range of the LTIC award covers the three-year performance period beginning in fiscal 2021 and ending in fiscal 2023. Awards will not be paid unless Deere generates at least $5 million of SVA for the performance period. The target LTIC award will be earned if $5,250 million or more of SVA is accumulated and the maximum LTIC award will be earned if $10,500 million or more of SVA is accumulated during the performance period. The LTIC award will be adjusted based on Deere’s TSR for the performance period relative to the Performance Peer Group: (i) a reduction up to 25% will be applied if the ranking is below the 50th percentile or (ii) an increase up to 25% will be applied if the ranking is above the 50th percentile. The actual LTIC award payout will depend on Deere’s actual SVA performance, Deere’s relative TSR performance, and the eligible earnings of the NEOs for fiscal 2023. |

  127. FISCAL 2021 GRANTS OF PLAN-BASED AWARDS

    | Represents the potential payout range of PSUs granted in December 2020. The number of shares that vest is based solely on revenue growth performance relative to the Performance Peer Group. At the end of the three-year performance period, the actual award, delivered as Deere common stock, can range from 0% to 200% of the original grant.(3) | | Represents the number of RSUs granted in December 2020. RSUs will vest three years after the grant date, at which time they will be settled in Deere common stock. Prior to settlement, RSUs earn dividend equivalents in cash at the same time as dividends are paid on Deere’s common stock.(4) | | Represents the number of options granted in December 2020. These options vest in three approximately equal annual installments on the first, second, and third anniversaries of the grant date.(5) | | The exercise price is the closing price of Deere common stock on the NYSE on the grant date.(6) | | Amounts shown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2021 calculated in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. For RSUs, fair value is the market value of the underlying stock on the grant date (which is the same as the exercise price in footnote (6) for stock options). For options, the fair value on the grant date was $62.74, which was calculated using the binomial lattice option pricing model. The grant date fair value of the PSUs assuming a target payout of the revenue growth metric was $245.73 based on the market price of a share of underlying common stock, excluding dividends.(7) |

  128. FISCAL 2021 GRANTS OF PLAN-BASED AWARDS

    For additional information on the valuation assumptions, refer to Note 23, “Stock Option and Restricted Stock Awards,” of Deere’s consolidated financial statements filed with the SEC in the 2021 Form 10-K.

  129. OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END The following table itemizes outstanding options, RSUs, and PSUs held by the NEOs:

  130. OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price | Market Value of Unexercised Options(2) | Option Expiration Date(3) | Number of Shares or Units of Stock That Have Not Vested(4) | Market Value of Shares or Units of Stock That Have Not Vested(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(6) | Equity Incentive Plan Awards: Market or Payout Value Unearned Shares, Units or Other Rights That Have Not Vested(7) | | John C. May | 12/12/18 | - | 4,605 | $148.14 | $894,153 | 12/12/28 | 3,159 | $1,081,357 | 10,108 | $3,460,069 | | | 12/11/19 | - | 48,362 | $169.70 | $8,347,765 | 12/11/29 | 11,048 | $3,781,841 | 35,356 | $12,102,712 | | | 12/9/20 | - | 52,578 | $254.83 | $4,599,523 | 12/9/30 | 9,246 | $3,164,998 | 29,588 | $10,128,268 | | | | - | 105,545 | | $13,841,441 | | 23,453 | $8,028,196 | 75,052 | $25,691,049 | | Ryan D. Campbell | 12/12/18 | - | 1,019 | $148.14 | $197,859 | 12/12/28 | 698 | $238,932 | 2,234 | $764,721 | | | 12/11/19 | - | 12,146 | $169.70 | $2,096,521 | 12/11/29 | 2,775 | $949,910 | 8,880 | $3,039,713 | | | 12/9/20 | - | 13,010 | $254.83 | $1,138,115 | 12/9/30 | 2,287 | $782,863 | 7,320 | $2,505,709 | | | | - | 26,175 | | $3,432,495 | | 5,760 | $1,971,705 | 18,434 | $6,310,143 | | Marc A. Howze | 12/13/17 | 8,039 | - | $151.95 | $1,530,304 | 12/13/27 | - | $- | - | $- | | | 12/12/18 | 4,478 | 2,412 | $148.14 | $1,337,831 | 12/12/28 | 2,915 | $997,834 | 9,688 | $3,316,299 | | | 12/11/19 | 3,277 | 8,155 | $169.70 | $1,973,278 | 12/11/29 | 2,798 | $957,783 | 9,302 | $3,184,168 | | | 12/9/20 | - | 10,095 | $254.83 | $883,111 | 12/9/30 | 2,287 | $782,863 | 7,320 | $2,505,709 | | | | 15,794 | 20,662 | | $5,724,524 | | 8,000 | $2,738,480 | 26,310 | $9,006,176 |

  131. OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable (1) | Option Exercise Price | Intrinsic Value of Unexercised Options (2) | Option Expiration Date (3) | Number of Shares or Units of Stock That Have Not Vested (4) | Market Value of Shares or Units of Stock That Have Not Vested (5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (6) | Equity Incentive Plan Awards: Market or Payout Value Unearned Shares, Units, or Other Rights That Have Not Vested (7) | | Rajesh Kalathur | 12/9/15 | 32,391 | - | $79.24 | $8,521,100 | 12/9/25 | - | $- | - | $- | | | 12/14/16 | 24,580 | - | $100.55 | $5,942,461 | 12/14/26 | - | $- | - | $- | | | 12/13/17 | 15,379 | - | $151.95 | $2,927,546 | 12/13/27 | - | $- | - | $- | | | 12/12/18 | 8,957 | 4,413 | $148.14 | $2,596,053 | 12/12/28 | 3,027 | $1,036,172 | 9,688 | $3,316,299 | | | 12/11/19 | 6,853 | 13,303 | $169.70 | $3,479,127 | 12/11/29 | 3,039 | $1,040,280 | 9,724 | $3,328,622 | | | 12/9/20 | - | 10,508 | $254.83 | $919,240 | 12/9/30 | 1,847 | $632,247 | 5,912 | $2,023,737 | | | | 88,160 | 28,224 | | $24,385,527 | | 7,913 | $2,708,699 | 25,324 | $8,668,658 | | Cory J. Reed | 12/13/17 | 14,680 | - | $151.95 | $2,794,485 | 12/13/27 | - | $- | - | $- | | | 12/12/18 | 8,957 | 4,413 | $148.14 | $2,596,053 | 12/12/28 | 3,027 | $1,036,172 | 9,688 | $3,316,299 | | | 12/11/19 | 6,555 | 12,725 | $169.70 | $3,327,921 | 12/11/29 | 2,907 | $995,095 | 9,302 | $3,184,168 | | | 12/9/20 | - | 11,509 | $254.83 | $1,006,807 | 12/9/30 | 2,023 | $692,493 | 6,476 | $2,216,800 | | | | 30,192 | 28,647 | | $9,725,266 | | 7,957 | $2,723,760 | 25,466 | $8,717,267 |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END

    | Options become vested and exercisable in three approximately equal annual installments on the first, second, and third anniversaries of the grant date.(1) | | The amount shown represents the number of options that have not been exercised (vested and unvested) multiplied by the difference between the closing price for Deere common stock on the NYSE as of October 31, 2021, which was $342.31, and the option exercise price. No options were underwater as of October 31, 2021.(2) | | Options expire 10 years from the grant date.(3) | | RSUs vest three years after the grant date, at which time they are settled in Deere common stock.(4) | | The amount shown represents the number of RSUs that have not vested multiplied by the closing price for Deere common stock on the NYSE as of October 31, 2021, which was $342.31.(5) | | For PSUs granted in fiscal 2019, the three-year performance period ended on October 31, 2021. The final payout determination was made by the Committee in December 2021 and was settled in Deere common stock on December 12, 2021 (the third anniversary of the grant date). As discussed in the CD&A under “Performance Period 2019-2021 PSUs,” the final payout under the award was based on revenue growth relative to the Performance Peer Group and was equal to 200% of the target opportunity. For the PSUs granted in fiscal years 2020 and 2021, the amount shown represents estimated achievement of the PSUs granted relative to the Performance Peer Group, assuming truncated performance measurement periods. The final number of shares earned, if any, for the 2020 and 2021 PSUs granted will be based upon performance as determined by revenue growth relative to the peer group at the end of the applicable performance period.(6) |

  133. OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END

    | PSU Grant Date | December 11, 2019 | December 9, 2020 | | Truncated performance period | 11/1/2019-10/31/2021 | 11/1/2020-10/31/2021 | | Actual performance period ending date | 10/31/2022 | 10/31/2023 | | Payout of shares (as a % of target) based on revenue growth | 200% | 200% |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL 2021 YEAR-END

    | The amount shown represents the number of PSUs described in footnote (6) to this table multiplied by the closing price for Deere common stock on the NYSE as of NYSE as of October 31, 2021, which was $342.31.(7) |

  135. FISCAL 2021 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2021 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding option exercises and vesting of RSUs and PSUs during fiscal 2021. These options and stock awards were granted in prior fiscal years and are not related to performance solely in fiscal 2021:

  136. FISCAL 2021 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (1) | Value Realized on Exercise (2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | | John C. May | 39,336 | $7,735,570 | 11,857 | $3,032,665 | | Ryan D. Campbell | 26,446 | $4,970,079 | 2,859 | $731,246 | | Marc A. Howze | 49,859 | $9,683,771 | 12,385 | $3,168,385 | | Rajesh Kalathur | 71,969 | $15,343,079 | 11,857 | $3,032,665 | | Cory J. Reed | 6,188 | $1,760,177 | 11,316 | $2,894,293 |

  137. FISCAL 2021 OPTION EXERCISES AND STOCK VESTED

    | Represents the total number of shares that were exercised before any withholding of shares to pay the exercise price and taxes.(1) | | Value realized on exercise is based on the market price upon exercise minus the exercise price (the grant price).(2) | | Represents the number of RSUs and PSUs that vested during fiscal 2021. RSUs include shares granted in fiscal 2018 as well as accelerated vesting of shares to satisfy tax withholding requirements.(3) | | The three-year performance period for PSUs granted in fiscal 2018, ended on October 31, 2020, and vested on December 13, 2020. The final payout determination, made by the Committee in December 2020, reflects revenue growth comparable to the 84th percentile of the Performance Peer Group. Accordingly, the resulting payout of PSUs was equal to 200% of the target award. | | The following table shows the number of RSUs and PSUs that vested during fiscal 2021: |

  138. FISCAL 2021 OPTION EXERCISES AND STOCK VESTED

    | Name | RSUs | PSUs | | John C. May | 2,823 | 9,034 | | Ryan D. Campbell | 681 | 2,178 | | Marc A. Howze | 2,941 | 9,444 | | Rajesh Kalathur | 2,823 | 9,034 | | Cory J. Reed | 2,694 | 8,622 |

  139. FISCAL 2021 OPTION EXERCISES AND STOCK VESTED

    | Represents the number of RSUs and PSUs vested multiplied by the closing price of Deere common stock on the NYSE as of the vesting date.(4) |

  140. Pension Benefits

    Pension Benefits The NEOs are eligible to participate in pension plans that provide benefits based on years of service and pay. Pension benefits are provided under a qualified defined benefit pension plan called the John Deere Pension Plan for Salaried Employees (the “Salaried Plan”) and two nonqualified pension plans called the Senior Supplementary Pension Benefit Plan (the “Senior Supplementary Plan”) and the John Deere Supplemental Pension Benefit Plan (the “Deere Supplemental Plan”).

  141. SALARIED PLAN

    SALARIED PLAN The Salaried Plan is a qualified plan subject to certain IRS limitations on benefits and is subject to the Employee Retirement Income Security Act of 1974. Deere makes contributions to and benefits are paid from a tax-exempt pension trust. Pension benefits provided by the Salaried Plan are summarized on the following page. “Career Average Pay” is used in computing retirement benefits. Career Average Pay is calculated using salary plus STI (up to IRS limits). Deere makes additional contributions to the 401(k) retirement savings accounts of salaried employees participating in this option. The formula for calculating benefits is:

  142. SALARIED PLAN

    | Career Average Pay | × | Years of Service | × | 1.5% |

  143. SALARIED PLAN

    Early retirement eligibility is the earlier of: 1. Age 55 with 10 or more years of service; or 2. Age 65 with five or more years of service Pension payments are reduced by 4% for each year the employee is under the unreduced benefits age upon retirement. Mr. Howze is the only NEO currently eligible to retire early with reduced benefits. Eligibility to retire with unreduced benefits occurs at age 67.

  144. FISCAL 2021 PENSION BENEFITS TABLE

    FISCAL 2021 PENSION BENEFITS TABLE

  145. FISCAL 2021 PENSION BENEFITS TABLE

    | Name | Plan Name (1) | Assumed Retirement Age (2) | Number of Years of Credited Service (3) | Present Value of Accumulated Benefit (4) | | John C. May | Salaried Plan | 65 | 24.6 | $784,444 | | | Supplementary Plan | 65 | 24.6 | $2,432,682 | | | Supplemental Plan | 65 | 20.8 | $982,496 | | | TOTAL | | | $4,199,622 | | Ryan D. Campbell | Salaried Plan | 65 | 14.0 | $425,829 | | | Supplementary Plan | 65 | 14.0 | $515,113 | | | Supplemental Plan | 65 | 9.8 | $254,528 | | | TOTAL | | | $1,195,470 | | Marc A. Howze | Salaried Plan | 65 | 20.5 | $789,036 | | | Supplementary Plan | 65 | 20.5 | $1,491,663 | | | Supplemental Plan | 65 | 15.8 | $629,483 | | | TOTAL | | | $2,910,182 | | Rajesh Kalathur | Salaried Plan | 65 | 24.4 | $758,817 | | | Supplementary Plan | 65 | 24.4 | $1,951,800 | | | Supplemental Plan | 65 | 15.8 | $635,631 | | | TOTAL | | | $3,346,248 | | Cory J. Reed | Salaried Plan | 65 | 23.4 | $671,402 | | | Supplementary Plan | 65 | 23.4 | $1,217,143 | | | Supplemental Plan | 65 | 16.5 | $493,205 | | | TOTAL | | | $2,381,750 |

  146. FISCAL 2021 PENSION BENEFITS TABLE

    | Benefits are provided under the Salaried Plan, the Senior Supplementary Plan, and the Deere Supplemental Plan.(1) | | | | The assumed retirement age is the earliest age at which the NEO could retire without any benefit reduction due to age, or, if earlier, normal retirement age.(2) | | | | Years and months of service credit under each plan as of October 31, 2021. The years of credited service are equal to years of eligible service with Deere for the Salaried and Senior Supplementary Plan. Service credit under the Deere Supplemental Plan has been based on service at grade 13 or above since January 1, 1997.(3) | | | | The actuarial present value of the accumulated benefit is shown as of October 31, 2021, and is provided as a straight-life annuity for the qualified pension plan and a lump sum for nonqualified pension plan benefits. Pension benefits are not reduced for any social security benefits or other offset amounts an NEO may receive.(4) | | | | The actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount that, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. Actual benefit present values will vary from these estimates depending on many factors, including actual retirement age. | | | | The following assumptions were used to calculate the present value of the accumulated benefit: | | | | – | Each of the NEOs continues as an executive until the earliest age at which he could retire without any benefit reduction due to age or normal retirement age, whichever is earlier, as defined in the Salaried Plan. | | | – | Other assumptions relate to those used for financial accounting: | | | | ● | Present value amounts were determined based on financial accounting discount rates equal to 3.08% for the Salaried Plan, 2.51% for the Senior Supplementary Plan, and 2.25% for the Deere Supplemental Plan. | | | ● | Benefits subject to a lump sum distribution were determined using an interest rate of 1.93%. | | | ● | The mortality table used for the Salaried Plan was the PRI2012WC table (with mortality projection scale MP 2021, as published by the Society of Actuaries), and the mortality table used for the Supplementary and Deere Supplemental Plans was the 2022 417 (e) table, as published by the IRS. | | | ● | Pensionable earnings are calculated for the most recently completed fiscal year using base pay as an estimate (assuming one base pay increase of 3.5% – 4.5%, depending on age), with no future increase, and the STI bonus at target. Pensionable earnings for prior years are calculated based on actual base pay and actual STI earned for prior years. |

  147. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Fiscal 2021 Nonqualified Deferred Compensation Table below shows information about three programs: (1) the John Deere Voluntary Deferred Compensation Plan (“Deferred Plan”), a nonqualified deferred compensation plan; (2) the John Deere Defined Contribution Restoration Plan (DCRP), a nonqualified savings plan; and (3) deferred RSUs.

  148. FISCAL 2021 NONQUALIFIED DEFERRED COMPENSATION TABLE

    FISCAL 2021 NONQUALIFIED DEFERRED COMPENSATION TABLE

  149. FISCAL 2021 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | | Beginning Balance | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last Fiscal Year (3) | Aggregate Balance at Last FYE (4) | | John C. May | Deferred Plan | $67,149 | $- | $- | $28,841 | $95,990 | | | DCRP Plan | $2,395,840 | $199,497 | $284,462 | $927,512 | $3,807,311 | | | TOTAL | $2,462,989 | $199,497 | $284,462 | $956,353 | $3,903,301 | | Ryan D. Campbell | DCRP Plan | $391,968 | $82,018 | $117,852 | $151,440 | $743,278 | | | TOTAL | $391,968 | $82,018 | $117,852 | $151,440 | $743,278 | | Marc A. Howze | DCRP Plan | $1,413,201 | $85,874 | $122,178 | $372,666 | $1,993,919 | | | TOTAL | $1,413,201 | $85,874 | $122,178 | $372,666 | $1,993,919 | | Rajesh Kalathur | DCRP Plan | $2,328,898 | $89,559 | $127,393 | $937,143 | $3,482,993 | | | TOTAL | $2,328,898 | $89,559 | $127,393 | $937,143 | $3,482,993 | | Cory J. Reed | Deferred Plan | $124,704 | $229,284 | $- | $68,515 | $422,503 | | | DCRP Plan | $1,290,809 | $87,009 | $123,815 | $495,429 | $1,997,062 | | | TOTAL | $1,415,513 | $316,293 | $123,815 | $563,944 | $2,419,565 |

  150. FISCAL 2021 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2021 Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns.(1) | | The amounts in this column associated with the DCRP represent Deere’s contributions during the fiscal year as included in the Fiscal 2021 Summary Compensation Table under the “All Other Compensation” column. The amounts in this column associated with deferred RSUs represent RSUs that vested in the current fiscal year, but have not been converted into Deere common stock and are included in the Fiscal 2021 Option Exercises and Stock Vested table under the column “Value Realized on Vesting.”(2) | | For rates of return on account balances under the Deferred Plan and DCRP, see the applicable earnings charts in the narrative preceding this table. For the deferred RSU accounts, the earnings represent the change in the intrinsic value of the RSUs.(3) | | Of the aggregate balance, the following amounts were reported as compensation in the Summary Compensation Table in prior years: $631,321 (May); $105,184 (Campbell); N/A (Howze); $896,156 (Kalathur); $193,556 (Reed).(4) |

  151. Fiscal 2021 Potential Payments upon Change in Control

    Fiscal 2021 Potential Payments upon Change in Control The Change in Control (CIC) Program includes a “double trigger” approach, under which participants will receive severance benefits only if both a change in control and qualifying termination occur. A “qualifying termination” is either:

  152. Fiscal 2021 Potential Payments upon Change in Control

    | — | Deere’s termination of an executive’s employment within the six months preceding or the 24 months following a change in control for reasons other than death, disability, or “cause” (defined as an executive’s willful and continued nonperformance of duties after written demand; willful conduct that is demonstrably and materially injurious to Deere; or illegal activity); or | | — | An executive’s termination of his or her own employment for “good reason” (defined as material reductions or alterations in an executive’s authority, duties, or responsibilities; change in office location of at least 50 miles from the executive’s current residence; material reductions in an executive’s participation in certain Deere compensation plans; or certain other breaches of the covenants in the CIC Program) within 24 months following a change in control. |

  153. Fiscal 2021 Potential Payments upon Change in Control

    The CIC Program defines the following as “change in control” events:

  154. Fiscal 2021 Potential Payments upon Change in Control

    | — | Any “person,” as defined in the Securities Exchange Act of 1934 (with certain exceptions), acquires 30% or more of Deere’s voting securities; | | — | A majority of Deere’s directors are replaced without the approval of at least two-thirds of the existing directors or directors previously approved by the then-existing directors; | | — | Any merger or business combination of Deere and another company, unless the outstanding voting securities of Deere prior to the transaction continue to represent at least 60% of the voting securities of the new company; or | | — | Deere is completely liquidated or all, or substantially all, of Deere’s assets are sold or disposed. |

  155. Fiscal 2021 Potential Payments upon Change in Control

    Benefits provided under the CIC program and other benefit plans are described in the footnotes to the following table. Although not reflected in the table, the CIC Program provides that Deere will pay the executive’s reasonable legal fees and expenses if the executive must enforce the program terms. Under the CIC Program, the executive agrees: (a) not to disclose or use for his or her own purposes confidential and proprietary Deere information and (b) for a period of two years following termination of employment, not to induce Deere employees to leave Deere or to interfere with Deere’s business. In addition, the John Deere Omnibus Equity and Incentive Plan (Omnibus Plan), the John Deere 2020 Equity and Incentive Plan, the LTIC plan, and the Deferred Plan each contain change in control provisions that may trigger payments. Under the Omnibus Plan and John Deere 2020 Equity and Incentive Plan, unless the Board or the Committee determines otherwise, all then-outstanding equity awards would vest and restriction periods would end only if there is both a change in control and a qualifying termination. All outstanding RSUs would be cashed out as of the date of the change in control and the executive would have the right to exercise all outstanding options. Unvested PSUs are cashed out at a target award level and the change of control price described in the Omnibus Plan and John Deere 2020 Equity and Incentive Plan. Such potential payments are disclosed in the following table adjacent to “Change in Control and Qualifying Termination.” The LTIC plan provides for payment upon a change in control based on actual performance results to date for all performance periods then in progress. Under the Deferred Plan, in the event of certain changes in control, the Committee may elect to terminate the plan within 12 months and distribute all account balances or the Committee may decide to keep the Deferred Plan in effect and modify it to reflect the impact of the change in control. The following table includes estimated potential payments that would have been due to each NEO if a change in control event had occurred and, if applicable, the NEO experienced a qualifying termination as of the end of fiscal 2021. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions, as described in the footnotes, and may not represent the actual amount each NEO would receive if a change in control occurred. The payments listed represent the incremental amounts due to NEOs beyond what the NEOs would have received without the change in control. Not included in this table are the following payments to which the NEOs are already entitled and which are reported elsewhere in this Proxy Statement:

  156. Fiscal 2021 Potential Payments upon Change in Control

    | — | Amounts already earned under the STI and LTIC plans (reported in the Fiscal 2021 Summary Compensation Table) | | — | The exercise of outstanding vested options (reported in the Outstanding Equity Awards at Fiscal 2021 Year-End table) | | — | Distribution of nonqualified deferred compensation (reported in the Fiscal 2021 Nonqualified Deferred Compensation Table) |

  157. Fiscal 2021 Potential Payments upon Change in Control

    | Name | Salary (1) | STI (2) | LTIC (3) | Stock Awards (4) | Stock Options (5) | Welfare Benefits (6) | Defined Contribution Plans (7) | Total Payments (8) | | John C. May | | | | | | | | | | –Change in Control only | $— | $— | $5,165,015 | $— | $— | $— | $— | $5,165,015 | | –Change in Control and Qualifying Termination | $4,350,024 | $6,860,035 | $5,165,015 | $20,873,721 | $13,841,441 | $58,378 | $312,962 | $51,461,576 | | Ryan D. Campbell | | | | | | | | | | –Change in Control only | $— | $— | $2,182,710 | $— | $— | $— | $— | $2,182,710 | | –Change in Control and Qualifying Termination | $1,703,328 | $1,674,938 | $2,182,710 | $5,126,777 | $3,432,495 | $33,886 | $146,352 | $14,300,486 | | Marc A. Howze | | | | | | | | | | –Change in Control only | $— | $— | $2,182,710 | $— | $— | $— | $— | $2,182,710 | | –Change in Control and Qualifying Termination | $1,605,432 | $1,599,060 | $2,182,710 | $4,503,088 | $— | $37,311 | $150,678 | $10,078,279 | | Rajesh Kalathur | | | | | | | | | | –Change in Control only | $— | $— | $2,182,710 | $— | $— | $— | $— | $2,182,710 | | –Change in Control and Qualifying Termination | $1,641,696 | $1,637,710 | $2,182,710 | $7,043,028 | $4,072,343 | $35,224 | $155,893 | $16,768,604 | | Cory J. Reed | | | | | | | | | | –Change in Control only | $— | $— | $2,182,710 | $— | $— | $— | $— | $2,182,710 | | –Change in Control and Qualifying Termination | $1,620,240 | $1,613,810 | $2,182,710 | $7,082,394 | $4,060,141 | $34,915 | $152,315 | $16,746,525 |

  158. Fiscal 2021 Potential Payments upon Change in Control

    | In the event of a change in control and qualifying termination, the CIC Program provides for a lump-sum payment of three times the annual base salary for the CEO and two times annual base salary for senior officers.(1) | | In the event of a change in control and qualifying termination, the CIC Program provides for a lump-sum payment of three times (CEO) and two times (senior officers) the target STI bonus amount for the fiscal year in which the termination occurs. In addition, the NEO is entitled to a prorated STI award for the current year. Since the change in control calculations in this table are made as of the end of the fiscal year, the prorated award for the current year is equal to the STI earned for the current fiscal year as reported in the Fiscal 2021 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and is not duplicated in this table.(2) | | The LTIC plan contains a change in control provision that entitles participants, as of the date of a change in control, to a lump-sum LTIC payment based on actual performance results to date for all performance periods then in progress. The payout for the three-year performance period ended with fiscal 2021 is reported in the Fiscal 2021 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and is not duplicated in this table. For each of the NEOs, the amount shown in this table represents the payout for the two remaining performance periods.(3) | | Vesting of RSUs and PSUs does not accelerate unless there is both a change in control and a qualifying termination. In such cases, the vesting and restriction requirements no longer apply. Unvested RSUs will be cashed out and unvested PSUs will be cashed out at a target award level.(4) | | For purposes of the table, all unvested PSUs and RSUs are valued based on the closing price for Deere common stock on the NYSE as of October 31, 2021, which was $342.31. Mr. Howze is eligible for retirement and all currently unvested RSUs would vest immediately on the date of such event; there is no incremental benefit of the accelerated vesting for this individual. Vested RSUs are not included since they have been earned and are included on the Fiscal 2021 Nonqualified Deferred Compensation Table. Unvested PSUs and RSUs are included in the Outstanding Equity Awards at Fiscal 2021 Year-End table. | | Vesting of outstanding stock options granted after February 24, 2010, does not accelerate in the event of a change in control only. Instead, outstanding stock options will continue to vest over the three-year vesting period, subject to continued employment conditions.(5) | | In the event of a change in control and qualifying termination, all outstanding stock options vest and can be exercised immediately. Since Mr. Howze is eligible for retirement and all unvested stock options would vest immediately on the date of such event, there is no incremental benefit of the accelerated vesting for these individuals. For Messrs. May, Campbell, Kalathur, and Reed who are not eligible for retirement, the amount represents the number of outstanding, unexercisable options multiplied by the difference between the closing price for Deere common stock on the NYSE as of October 31, 2021, which was $342.31, and the option exercise prices. These amounts are included in the Outstanding Equity Awards at Fiscal 2021 Year-End table. | | In the event of a change in control and qualifying termination, the CIC Program provides for continuation of health care, life, accidental death and dismemberment, and disability insurance for three full years for the CEO and two full years for the senior officers at the same premium cost and coverage. This benefit will be discontinued if the NEO receives similar benefits from a subsequent employer during this three-year period.(6) | | In the event of a change in control and qualifying termination, the CIC Program includes a cash payment equal to Deere’s contributions on behalf of each of the NEOs under our defined contribution plans for the plan year preceding termination (or, if greater, for the plan year immediately preceding the change in control).(7) | | The amounts set forth under “Deferred Compensation” and “Accumulated Pension Benefit” in the Termination table would also be payable upon a change in control and qualifying termination.(8) |

  159. FISCAL 2021 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL

    FISCAL 2021 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL The following table summarizes the estimated payments to be made to the NEOs under our plans or established practices in the event of termination of employment due to death, disability, retirement, termination without cause, termination for cause, or voluntary separation. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions, as described in the footnotes, and may not represent the actual amounts the NEOs would receive. The amounts shown assume the termination event occurred at the end of fiscal 2021 and the NEO was actively employed until that time.

  160. FISCAL 2021 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL

    | Name | Salary (1) | STI (2) | LTIC (3) | Stock Awards (4) | Stock Options (5) | Deferred Compensation (6) | Accumulated Pension Benefit (7) | Total Payments | | John C. May | | | | | | | | | | Death | $- | $4,005,803 | $4,050,000 | $33,719,247 | $13,841,441 | $3,903,301 | $2,740,109 | $62,259,901 | | Disability | $20,749,258 | $4,005,803 | $4,050,000 | $33,719,247 | $13,841,441 | $3,903,301 | $9,131,906 | $89,400,956 | | Retirement (9) | | | | | | | | | | Termination Without Cause | $1,450,008 | $4,005,803 | $4,050,000 | $- | $- | $3,903,301 | $4,990,258 | $18,399,370 | | Termination For Cause | $- | $4,005,803 | $4,050,000 | $- | $- | $3,903,301 | $4,990,258 | $16,949,362 | | Voluntary Separation | $- | $4,005,803 | $4,050,000 | $- | $- | $3,903,301 | $4,990,258 | $16,949,362 | | Ryan D. Campbell | | | | | | | | | | Death | $- | $1,467,078 | $1,711,510 | $8,281,848 | $3,432,495 | $743,278 | $808,237 | $16,444,446 | | Disability | $12,839,926 | $1,467,078 | $1,711,510 | $8,281,848 | $3,432,495 | $743,278 | $4,261,789 | $32,737,924 | | Retirement (9) | | | | | | | | | | Termination Without Cause | $532,290 | $1,467,078 | $1,711,510 | $- | $- | $743,278 | $1,473,686 | $5,927,842 | | Termination For Cause | $- | $1,467,078 | $1,711,510 | $- | $- | $743,278 | $1,473,686 | $5,395,552 | | Voluntary Separation | $- | $1,467,078 | $1,711,510 | $- | $- | $743,278 | $1,473,686 | $5,395,552 | | Marc A. Howze | | | | | | | | | | Death | $- | $1,400,617 | $1,711,510 | $11,744,656 | $5,724,524 | $1,993,919 | $1,825,724 | $24,400,950 | | Disability | $6,676,350 | $1,400,617 | $1,711,510 | $11,744,656 | $5,724,524 | $1,993,919 | $4,696,647 | $33,948,223 | | Retirement | $- | $1,400,617 | $1,711,510 | $11,744,656 | $5,724,524 | $1,993,919 | $3,322,141 | $25,897,367 | | Termination Without Cause | $702,377 | $1,400,617 | $1,711,510 | $- | $- | $1,993,919 | $3,322,141 | $9,130,564 | | Termination For Cause | $- | $1,400,617 | $1,711,510 | $- | $- | $1,993,919 | $3,322,141 | $8,428,187 | | Voluntary Separation (8) | | | | | | | | | | Rajesh Kalathur | | | | | | | | | | Death | $- | $1,434,470 | $1,711,510 | $11,377,357 | $24,385,527 | $3,482,993 | $1,943,834 | $44,335,691 | | Disability | $11,595,423 | $1,434,470 | $1,711,510 | $11,377,357 | $24,385,527 | $3,482,993 | $6,009,295 | $59,996,575 | | Retirement (9) | | | | | | | | | | Termination Without Cause | $820,848 | $1,434,470 | $1,711,510 | $- | $- | $3,482,993 | $3,542,366 | $10,992,187 | | Termination For Cause | $- | $1,434,470 | $1,711,510 | $- | $- | $3,482,993 | $3,542,366 | $10,171,339 | | Voluntary Separation | $- | $1,434,470 | $1,711,510 | $- | $- | $3,482,993 | $3,542,366 | $10,171,339 | | Cory J. Reed | | | | | | | | | | Death | $- | $1,413,536 | $1,711,510 | $11,441,027 | $9,725,266 | $2,419,565 | $1,431,273 | $28,142,177 | | Disability | $12,834,550 | $1,413,536 | $1,711,510 | $11,441,027 | $9,725,266 | $2,419,565 | $4,869,098 | $44,414,552 | | Retirement (9) | | | | | | | | | | Termination Without Cause | $810,120 | $1,413,536 | $1,711,510 | $- | $- | $2,419,565 | $2,609,335 | $8,964,066 | | Termination For Cause | $- | $1,413,536 | $1,711,510 | $- | $- | $2,419,565 | $2,609,335 | $8,153,946 | | Voluntary Separation | $- | $1,413,536 | $1,711,510 | $- | $- | $2,419,565 | $2,609,335 | $8,153,946 |

  161. FISCAL 2021 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL

    | Our NEOs do not have employment agreements. However, we have severance guidelines that provide compensation if termination is initiated by Deere for reasons other than cause. Our severance guidelines provide for payment of one-half month of salary plus another one-half month of salary for each complete year of employment, up to a maximum of one year’s salary. We may elect to pay severance in either a lump sum or via salary continuance, unless the amount of severance exceeds two times the applicable limit under Section 401(a)(17) of the Internal Revenue Code, in which case severance will be paid in a lump sum.(1) | | Under our Long-Term Disability Plan, if disabled before age 62, NEOs receive monthly benefits until age 65 equal to 60% of their salary plus the average of the three STI awards received immediately prior to the start of disability. The amount shown for disability represents the present value of the monthly benefit from the time of the disability, assumed to be October 31, 2021, until the time the NEO reaches age 65. | | Under all termination events, the amount of STI earned for the fiscal year ended October 31, 2021, would be payable in a lump sum no later than March 15 of the next calendar year. This amount is reported in the Fiscal 2021 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.”(2) |

  162. Pay Ratio Disclosure

    Pay Ratio Disclosure

  163. Pay Ratio Disclosure

    | Under all termination events, the amount of LTIC earned for the performance period ended October 31, 2021, would be payable in a lump sum no later than March 15 of the next calendar year. This amount is reported in the Fiscal 2021 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.”(3) | | In the event of death, disability, or retirement, the most recent RSU and PSU awards are prorated based on the number of months the NEO remains employed in the year of grant. The remaining units are forfeited. All unvested and non-forfeited RSUs will vest on the date of separation from service, while PSUs that are not forfeited will continue to convert to shares at the end of the three-year performance period based on the performance metrics. When applicable restrictions lapse, vested RSUs will be converted to shares of common stock. Restrictions on vested RSUs will lapse as provided in the following table:(4) |

  164. Pay Ratio Disclosure

    | Type of Separation from Service | Fiscal Year of RSU Award | Lapse of Restrictions | | Death | After 2012 | Third anniversary of grant date | | Disability or Retirement | After 2012 | Third anniversary of grant date |

  165. Pay Ratio Disclosure

    | In the event of termination with or without cause or voluntary separation, any vested RSUs will be cashed out. All unvested PSUs and RSUs will be forfeited. The amounts shown in the table correspond to vested RSUs that must be held until retirement, including RSUs that vest as a result of the termination of employment. | | | The value of PSUs for each outstanding tranche represents actual achievement relative to the Performance Peer Group assuming in the case of PSUs granted in fiscal years 2020 and 2021 truncated performance measurement periods. The performance period for PSUs granted in fiscal year 2019 ended on October 31, 2021. The final number of shares earned is based upon performance as determined by revenue growth relative to the Performance Peer Group at the end of the applicable performance period. See footnotes (4) and (6) to the Outstanding Equity Awards at Fiscal 2021 Year-End table for performance information relating to each outstanding tranche of PSUs. | | | All amounts shown in the table are based on the closing price for Deere common stock on the NYSE as of October 31, 2021, which was $342.31. | | | In the event of death, all outstanding stock options vest immediately and the heirs must exercise those options within one year. In the event of disability or retirement, vesting accelerates for all outstanding stock options, but occurs no sooner than six months following the grant date. These options expire within five years. In the event of retirement, the most recent stock option awards granted to the NEOs are prorated based on the number of months the NEOs remain actively employed in the year of grant. The remaining options are forfeited. The amount shown in this table represents the number of stock options multiplied by the difference between the closing price for Deere common stock on the NYSE as of October 31, 2021, and the option exercise prices.(5) | | | These outstanding stock options are reported in the Outstanding Equity Awards at Fiscal 2021 Year-End table. In the event of a termination other than for death, disability, or retirement, all outstanding stock options are forfeited. | | | In all cases, balances held in the U.S. nonqualified deferred compensation plans are payable to the employee. These amounts are reported in the Fiscal 2021 Nonqualified Deferred Compensation Table under Deferred Plan and DCRP. The deferred RSUs reported in the Fiscal 2021 Nonqualified Deferred Compensation Table appear in the Stock Awards column.(6) | | | The present value of the accumulated pension benefit was calculated using the following assumptions:(7) | | | - | Present value amounts were determined based on a discount rate of 3.08% for the Salaried Plan, 2.51% for the Senior Supplementary Plan, and 2.25% for the Deere Supplemental Plan | | - | Lump-sum distribution amounts were determined using an interest rate of 1.94% for the Senior Supplementary and Deere Supplemental Plans | | - | The mortality table used for the Salaried Plan was PRI2012WC with mortality projection scale MP2021 | | - | The mortality table used for the Senior Supplementary and Deere Supplemental Plans was 2021 417 (e) table as published by the IRS | | - | Pensionable earnings were based on actual base salary and forecasted STI for fiscal 2021 | | Following are additional explanations related to the various scenarios: | | | - | Death: This amount represents the present value of the accrued survivor benefit as of October 31, 2021 | | - | Disability: This amount assumes service through age 65 and includes service credit for time on long-term disability | | - | Retirement: For the NEOs eligible to retire, this amount represents the present value of the accrued benefits if they were to retire as of October 31, 2021 | | - | Termination Without Cause, Termination For Cause, and Voluntary Separation: This amount represents the present value of the accrued benefit as of October 31, 2021 | | Since Mr. Howze is eligible for retirement, the scenario for Voluntary Separation is not applicable. Under this scenario, he would retire.(8) | | | Since Messrs. May, Campbell, Kalathur, and Reed are not eligible for normal or early retirement, this scenario is not applicable.(9) | |

  166. Pay Ratio Disclosure

    Pay Ratio Disclosure Our Company strives to establish fair and competitive employee compensation programs in each local market within our global operations to effectively attract, retain, and motivate our talented workforce. Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio shown below is a reasonable estimate calculated in a manner consistent with Item 402 of Regulation S-K under the Securities Exchange Act of 1934. Per SEC guidelines, the median employee is only required to be determined once every three years provided there have been no changes to the employee population or compensation arrangement that cause Deere to reasonably believe there will be a significant change in the pay ratio disclosure.

  167. What happens if a nominee for director declines or is unable to accept election?

    What happens if a nominee for director declines or is unable to accept election? If you vote by proxy and unforeseen circumstances make it necessary for the Board to substitute another person for a nominee, the designated proxy will vote your shares for that other person.