DEF 14A of Caterpillar Inc, May 1, 2023

DEF 14A of Caterpillar Inc

Filed May 1, 2023 · FY20220001308179-23-000830

Open on EDGAR

  1. TABLE OF CONTENTS

    | Director Compensation | 28 |

  2. TABLE OF CONTENTS

    | 2022 Summary Compensation Table | 56 |

  3. TABLE OF CONTENTS

    | Grants of Plan-Based Awards in 2022 | 58 |

  4. TABLE OF CONTENTS

    | Outstanding Equity Awards at 2022 Fiscal Year End | 59 |

  5. TABLE OF CONTENTS

    | 2022 Option Exercises and Stock Vested | 60 |

  6. TABLE OF CONTENTS

    | 2022 Pension Benefits | 60 |

  7. TABLE OF CONTENTS

    | 2022 Nonqualified Deferred Compensation | 61 |

  8. TABLE OF CONTENTS

    | Potential Payments Upon Termination or Change in Control | 62 |

  9. TABLE OF CONTENTS

    | CEO Pay Ratio | 64 |

  10. TABLE OF CONTENTS

    | Pay Versus Performance | 65 |

  11. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  12. OUR DIRECTOR NOMINEES

    | Nominee and Principal Occupation | Independent | Age | Director Since | Other Public Company Boards | Caterpillar Committees | | | | | | | | | | | AC | CHRC | SPPC | NGC | EC | | Kelly A. Ayotte Former U.S. Senator representing New Hampshire | Yes | 54 | 2017 | Blackstone Inc. Boston Properties, Inc. News Corporation | | | | | | | David L. Calhoun President and CEO of The Boeing Company | Yes | 65 | 2011 | The Boeing Company | | | | | | | Daniel M. Dickinson Managing Partner of HCI Equity Partners | Yes | 61 | 2006 | None | | | | | | | James C. Fish, Jr. President and CEO of Waste Management, Inc. | Yes | 60 | 2023 | Waste Management, Inc. | | | | | | | Gerald Johnson Executive Vice President, Global Manufacturing and Sustainability of General Motors Company | Yes | 60 | 2021 | None | | | | | | | David W. MacLennan Executive Chair of the Board of Cargill, Inc. | Yes | 63 | 2021 | Ecolab Inc. | | | | | | | Judith F. Marks Chair, CEO and President of Otis Worldwide Corporation | Yes | 59 | 2023 | Otis Worldwide Corporation | | | | | | | Debra L. Reed-Klages Presiding Director of Caterpillar Inc. Former Chairman and CEO of Sempra Energy | Yes | 66 | 2015 | Chevron Corporation Lockheed Martin Corporation | | | | | | | Susan C. Schwab Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP; former United States Trade Representative | Yes | 68 | 2009 | FedEx Corporation Marriott International, Inc. | | | | | | | D. James Umpleby III Chairman and CEO of Caterpillar Inc. | No | 65 | 2017 | Chevron Corporation | | | | | | | Rayford Wilkins, Jr. Former CEO of Diversified Businesses at AT&T Inc. | Yes | 71 | 2017 | Morgan Stanley Valero Energy Corporation | | | | | |

  13. OUR DIRECTOR NOMINEES

    | AC: Audit Committee CHRC: Compensation and Human Resources Committee SPPC: Sustainability and other Public Policy Committee NGC: Nominating and Governance Committee EC: Executive Committee | | Chair | | Member |

  14. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  15. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | | What am I voting on? | | Shareholders are being asked to elect the 11 director nominees named in this Proxy Statement for a one-year term. | | Board Voting Recommendation: | | FOR the election of each of the board’s director nominees. |

  16. OVERVIEW OF OUR DIRECTOR NOMINEES

    OVERVIEW OF OUR DIRECTOR NOMINEES

  17. BOARD ATTENDANCE - 2022

    BOARD ATTENDANCE - 2022

  18. BOARD ATTENDANCE - 2022

    | | | | | | | | | | | | | | | Board | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 100% Attendance for incumbent directors for 2022 | | Audit | 10 | | | 10 | | 10 | | 10 | | | 5(1) | | | Compensation and Human Resources | 5 | | | 3(1) | 3(1) | | 2(2) | 3(1) | | | 5 | | | Public Policy and Governance (3) | 3 | 3 | 3 | | 3 | | | 3 | 3 | | | | | Sustainability and other Public Policy (3) | 3 | 3 | 3 | | 3 | 3 | | | 3 | | | | | Nominating and Governance (3) | 3 | 3 | 3 | | | | 3 | | 3 | | | | | Executive (3) | 1 | 1 | | 1 | | | 1 | | | | 1 | | | (1) Mr. Dickinson, Mr. Johnson and Mr. Rust were appointed to the Compensation and Human Resources Committee on June 8, 2022, and attended all of the Compensation and Human Resources Committee meetings held thereafter; Mr. Wilkins was appointed to the Audit Committee on June 8, 2022, and attended all of the Audit Committee meetings held thereafter. (2) Ms. Reed-Klages left the CHRC committee on June 8, 2022, when she assumed the Presiding Director role. (3) Beginning June 2022, a new Executive Committee was established, and the Public Policy and Governance Committee was restructured to form the Sustainability and other Public Policy Committee and the Nominating and Governance Committee. Each director attended all of the meetings of their respective committees and of the board held in 2022. | | | | | | | | | | | | |

  19. BOARD ATTENDANCE - 2022

    The board’s policy is to encourage and expect that all directors attend each Annual Meeting of Shareholders. All then-serving directors attended the 2022 Annual Meeting. The independent directors generally meet in an executive session as part of each regularly scheduled board meeting. The board’s independent Presiding Director presided over the board’s executive sessions in 2022.

  20. BOARD EVOLUTION SINCE 2016

    BOARD EVOLUTION SINCE 2016 ■ Seven new directors elected ■ Rotation of board committee chairs ■ Restructured committees by creating the Sustainability and other Public Policy Committee and the Nominating and Governance Committee ■ Presiding Director rotation ■ Expanded qualifications and diversity represented on board

  21. DIVERSITY OF SKILLS AND EXPERTISE

    DIVERSITY OF SKILLS AND EXPERTISE The following skills matrix displays the most significant skills and qualifications that each director nominee possesses. The board does not assign a specific weight to any particular skill. Rather, the NGC regularly reviews the composition of the board as a whole to ensure that the board maintains a balance of knowledge and experience and to assess the skills and characteristics that the board may find valuable in the future in light of strategic plans and operating requirements of the Company and the best interests of shareholders.

  22. SUMMARY OF INDIVIDUAL DIRECTOR NOMINEE SKILLS, CORE COMPETENCIES AND ATTRIBUTES

    SUMMARY OF INDIVIDUAL DIRECTOR NOMINEE SKILLS, CORE COMPETENCIES AND ATTRIBUTES

  23. SUMMARY OF INDIVIDUAL DIRECTOR NOMINEE SKILLS, CORE COMPETENCIES AND ATTRIBUTES

    | | | | | | | | | | | | | | | | Caterpillar Board Tenure (Years) | | 6 | 12 | 17 | 0 | 2 | 2 | 0 | 8 | 14 | 6 | 6 | 6.6 years Average Tenure | | | Board of Directors Experience (other boards) Directors with experience on other boards and board committees understand the function of a board, corporate governance best practices, agenda setting, succession planning and relations between the board, the CEO and senior management. | • | • | • | • | | • | • | • | • | • | • | 91% | | | Audit Committee Financial Expert Experience as an Audit Committee Financial Expert is important given our use of financial targets as measures of performance and the importance of accurate financial reporting and robust internal auditing. | | • | • | • | • | • | • | • | | • | • | 100% of AC Members | | | CEO Directors with experience in a CEO role enhance the board’s ability to evaluate and advise our CEO on leading a large, complex, multinational corporation, as well as oversee strategic planning, values, and environmental, social and governance issues. | | • | | • | | • | • | • | | • | | 55% | | | Leadership Directors with significant leadership experience enhance the board’s ability to oversee strategic planning, values, and environmental, social and governance issues. | • | • | • | • | • | • | • | • | • | • | • | 100% | | | Business Development and Strategy Directors with a background in business development provide insight into developing and implementing strategies for growing our business, including the opportunities represented by the energy transition. | | • | • | • | • | • | • | • | • | • | • | 91% | | | Government/Regulatory Affairs Directors with experience in government or regulatory affairs provide experience and insights that help us understand opportunities across global markets and address regulatory issues, government affairs and present-day issues affecting business. | • | • | | | | • | | • | • | | • | 55% |

  24. SUMMARY OF INDIVIDUAL DIRECTOR NOMINEE SKILLS, CORE COMPETENCIES AND ATTRIBUTES

    | | | | | | | | | | | | | | | | | Customer and Product Support Services Expertise in customer and product support services greatly increases a director’s understanding of our complex business operations and our focus to grow services to better support our customers. | | • | • | | • | | • | • | | • | • | 64% | | | Finance & Accounting Knowledge of finance and accounting assists our directors in understanding, advising on and monitoring the Company’s capital structure, financing and investing activities, as well as our financial reporting and internal controls. | | • | • | • | | • | • | • | | • | • | 73% | | | Risk Management Directors with experience in risk management, including with respect to environmental, social and cybersecurity matters, enhance oversight of the evaluation, assessment and mitigation of the most significant risks facing the Company. | • | • | • | • | | • | • | • | • | • | • | 91% | | | Technology Directors with expertise in technology fields offer insights on technology innovations, product development, digital solutions, innovative business models, data analytics, eCommerce applications and cybersecurity risks, and understand the importance of investing in new technologies for future growth. | • | • | | | • | • | • | • | • | • | • | 82% | | | Global Experience Directors with experience conducting business or operations outside of the United States provide political, economic and cultural perspectives and insights that are valuable to our global Company and help us better understand opportunities and challenges across global markets. | • | • | • | | • | • | • | • | • | • | • | 91% | | | Manufacturing/Logistics Relevant experience in manufacturing provides a valuable perspective and is important in understanding the business operations and capital needs of the Company. | | • | • | | • | • | • | | | • | | 55% | | Women | | • | | | | | | • | • | • | | | 36% | | Racial/Ethnic Diversity | | | | | | • | | | | | | • | 18% | | Age | | 54 | 65 | 61 | 60 | 60 | 63 | 59 | 66 | 68 | 65 | 71 | 63 years Average Age |

  25. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS Directors have been in their current positions for the past five years unless otherwise noted. Information is as of April 1, 2023. The board has nominated the following individuals to stand for election for a one-year term expiring at the Annual Meeting of Shareholders in 2024. The experiences and qualifications of each of the director nominees enable each of them to provide meaningful input and guidance to the board.

  26. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | KELLY A. AYOTTE Former U.S. Senator representing New Hampshire Age: 54 Director since: 2017 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Blackstone Inc. ■ Boston Properties, Inc. ■ News Corporation | CATERPILLAR BOARD COMMITTEES: ■ Sustainability and other Public Policy, Chair ■ Executive ■ Nominating and Governance | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ Bloom Energy Corporation | | Experience ■ U.S. Senator representing the State of New Hampshire (2011–2016) ■ Attorney General (2004–2009), Deputy Attorney General (2003–2004), State of New Hampshire | | | | | Qualifications ■ Leadership, Government/Regulatory Affairs and Global Experience – obtained from her service as Attorney General, Deputy Attorney General and Chief of the Homicide Prosecution Unit for New Hampshire and as a U.S. Senator. As a U.S. Senator, she gained especially valuable insights on important public policy issues from serving on the Senate Commerce, Science and Transportation Committee and the Senate Budget Committee. She championed policies for cleaner energy production, preservation of outdoor spaces and advocated for the U.S. to be a world leader in reducing greenhouse gas emissions. As New Hampshire’s Attorney General, she worked to preserve and strengthen the Clean Air Act and other important environmental regulations. She also served as a Senior Advisor to Citizens for Responsible Energy Solutions. ■ Board of Directors Experience (other boards), Risk Management and Technology – gained while serving on the boards of multiple public companies, including as Lead Independent Director of Boston Properties, as well as currently serving on two private boards, including as Chair of BAE Systems, Inc., and three nonprofit boards that focus on human rights and other global issues. | | | |

  27. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | DAVID L. CALHOUN President and CEO of The Boeing Company (aviation and defense) Age: 65 Director since: 2011 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ The Boeing Company | CATERPILLAR BOARD COMMITTEES: ■ Sustainability and other Public Policy ■ Nominating and Governance | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ Gates Industrial Corporation plc ■ Nielsen Holdings plc | | Experience ■ President and CEO (2020–present), The Boeing Company ■ Senior Managing Director and Head of Portfolio Operations (2014–2020), The Blackstone Group (now Blackstone Inc.) ■ Executive Chairman (2014–2016), Chief Executive Officer (2006–2013), Nielsen Holdings ■ Vice Chairman (2005–2006), President and Chief Executive Officer, GE Infrastructure (2005–2006), held numerous operating, finance and marketing roles and led multiple business units including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE Transportation Systems, joined the company in 1981, The General Electric Company (GE) | | | | | Qualifications ■ CEO, Leadership, and Business Development and Strategy – gained from his almost 30 years in leadership positions at Boeing, where as CEO, he oversees more than 140,000 people worldwide and operations involving a wide variety of strategic, business, safety and regulatory matters; Blackstone, where he was the Senior Managing Director and Head of Portfolio Operations; Nielsen, where as CEO, he led the company’s transformation into a leading global information and measurement firm listed on the New York Stock Exchange; and GE, where he rose to Vice Chairman of the company and President and Chief Executive Officer of GE Infrastructure, its largest business unit, that included Aviation, Rail, Energy and Water. In his leadership roles at Boeing, he oversaw significant environmental initiatives, such as, the company maintaining net-zero emissions for Scope 1 and 2 in both 2020 and 2021; launching a five-year ecoDemonstrator program partnership with NASA to collect and analyze data on sustainable aviation fuel emissions in an effort to enable the transition to carbon neutral aerospace; and becoming a founding member of MIT Climate and Sustainability Consortium and of First Movers Coalition to accelerate new technology development to reduce emissions. ■ Government/Regulatory Affairs, Customer and Product Support Services, Risk Management and Global Experience – developed over his more than 40-year career in global positions that involved navigating complex situations including government regulation, client support and management of risk. ■ Audit Committee Financial Expert and Finance & Accounting – gained while serving as Senior Managing Director and Head of Portfolio Operations at Blackstone, where he focused on creating and driving added-value initiatives with Blackstone’s portfolio company CEOs, which allows him to bring a unique perspective to the board. In addition, during his tenure at GE, he led GE’s audit staff. ■ Technology and Manufacturing/Logistics – obtained from his current role as CEO of Boeing, the world’s leading aerospace company and largest manufacturer of commercial and military aircraft, his experience at Nielsen and his 26-year tenure at GE. At Boeing, he is responsible for managing one of the largest, most sophisticated global industrial supply chains in the world. At Nielsen, he led one of the largest consumer data analytics platform in the world and at GE Aviation he led a sophisticated data collection and analytics platform. ■ Board of Directors Experience (other boards) – gained while serving on numerous public company boards, including Gates Industrial, where he served as Chairman; Nielsen, where he served as Executive Chairman; and Refinitiv, where he served as Chairman. | | | |

  28. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | DANIEL M. DICKINSON Managing Partner of HCI Equity Partners (private equity firm) Age: 61 Director since: 2006 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ None | CATERPILLAR BOARD COMMITTEES: ■ Audit, Chair ■ Compensation and Human Resources ■ Executive | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ None | | Experience ■ Co-Founder and Managing Partner (2001–present), HCI Equity Partners ■ Held roles including Co-Head of Global M&A, Head of European M&A and Head of Global Manufacturing and Services M&A (1993–2001), Merrill Lynch ■ Vice President, M&A Group (1987–1993), The First Boston Corporation (now Credit Suisse) | | | | | Qualifications ■ Audit Committee Financial Expert, Leadership, Business Development and Strategy, Finance & Accounting, Risk Management and Business Development and Strategy – obtained during his over 35-year career in mergers and acquisitions, private equity business and investment banking, both in the U.S. and internationally, at HCI Equity Partners, where he founded and led the firm to become a leading lower middle market private equity firm; as Co-Head of Global M&A at Merrill Lynch; and as Vice President, M&A at First Boston, which allows him to provide insights for evaluating investment opportunities and contributes to the board’s understanding and analysis of complex issues. He also serves as Chairman of five of HCI’s portfolio companies and drives metric-based environmental stewardship, diversity, equity and inclusion and governance initiatives at these companies. He has also led environmental, social and governance-related transformations at many of the firm’s investments. He also serves as a board member of Right to Dream, a global organization developing schools and sports academies to provide educational and athletic opportunities for children from underdeveloped areas of Africa. ■ Customer and Product Support Services and Manufacturing/Logistics – gained while serving as Head of Global Manufacturing and Services M&A at Merrill Lynch. ■ Board of Directors Experience (other boards) – gained while serving on various public company boards, including on the board of Mistras Group and Progressive Waste Solutions (now known as Waste Connections). | | | |

  29. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | JAMES C. FISH, JR. President and CEO of Waste Management, Inc. (waste and environmental services) Age: 60 Director since: 2023 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Waste Management, Inc. | CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Sustainability and other Public Policy | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ None | | Mr. Fish was brought to the attention of the board through a professional search firm. | | | | | Experience ■ President and Chief Executive Officer (2016–present), Chief Financial Officer (2012–2016), Executive Vice President (2012–2016), Senior Vice President – Eastern Group (2011–2012), Vice President – PA/WV Area (2009–2011), Vice President – Pricing (2003–2006), Director – Financial Planning (2001–2003), Waste Management, Inc. ■ Vice President – Finance (1999–2001), Westex ■ Vice President – Revenue Management (1995–1999), Trans World Airlines, Inc. ■ Director of Yield Management (1986–1995), America West Airlines, Inc. | | | | | Qualifications ■ CEO, Leadership, Business Development and Strategy, and Risk Management – obtained while serving in leadership roles, including CEO, of Waste Management, North America’s largest comprehensive waste management environmental solutions provider. As President and CEO of Waste Management, he has shifted the company’s sustainability strategy to focus on minimizing its environmental impact by reducing carbon emissions, investing in differentiated, innovative technologies and automation, and expanding recycling and renewable energy infrastructure to help Waste Management’s customers achieve their sustainability goals. As CEO of a heavily regulated business, he leads a large government affairs team that interacts with all levels of government. ■ Audit Committee Financial Expert and Finance & Accounting – obtained while serving as CFO of Waste Management where he gained valuable expertise in accounting and external reporting. ■ Board of Directors Experience (other boards) – gained while serving as a director of Waste Management. | | | |

  30. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | GERALD JOHNSON Executive Vice President, Global Manufacturing and Sustainability of General Motors Company (manufacturing) Age: 60 Director since: 2021 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ None | CATERPILLAR BOARD COMMITTEES: ■ Compensation and Human Resources ■ Sustainability and other Public Policy | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ None | | Experience ■ Executive Vice President, Global Manufacturing and Sustainability (2019–present), Vice President North America Manufacturing and Labor Relations (2017–2019), Vice President Global Operational Excellence (2014–2017), joined in the company 1980, General Motors Company (GM) | | | | | Qualifications ■ Audit Committee Financial Expert, Leadership, Business Development and Strategy, Customer and Product Support Services, Technology, Global Experience and Manufacturing/Logistics – obtained during his over 40-year career at GM, including his current role, where he is responsible for the quality and safety performance for 103,000 employees, representing more than 129 manufacturing facilities in 16 countries on five continents, which allows him to provide valuable insight and perspective to the Board on strategic and business matters. He leads global manufacturing and sustainability at GM where he is responsible for GM’s achievement of its climate commitments. He has also led GM’s Global Manufacturing, Sustainability, Manufacturing Engineering and Labor Relations organizations. He was a founding member of GM’s Inclusion Advisory Board, created to foster and grow an inclusive internal culture while ensuring continuous improvement in diversity and equity. He is an active member of General Motors African Ancestry Network, the mission of which is to attract, develop and retain employees of African ancestry. He has also served as a member of the GM Political Action Committee Board and Steering Committee since 2020. | | | |

  31. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | DAVID W. MACLENNAN Executive Chair of the Board of Cargill, Inc. (food and agriculture) Age: 63 Director since: 2021 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Ecolab Inc. | CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Sustainability and other Public Policy | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ None | | Experience ■ Executive Chair (2023–present), Chair (2015–2022), Chief Executive Officer (2013–2022), Chief Operating Officer (2011–2013), Chief Financial Officer (2008–2011), joined the company in 1991, Cargill, Inc. | | | | | Qualifications ■ CEO, Leadership, Business Development and Strategy, Government/Regulatory Affairs, Risk Management, Technology, Global Experience and Manufacturing/Logistics – obtained while serving in leadership roles at and as former CEO of Cargill, a large multinational corporation, where he helped develop a business model and culture to position Cargill for long-term success. He oversaw Cargill’s building of expertise in alternative proteins and development of technologies and digital solutions to transform farming, supply chains and food delivery, and undertook several large acquisitions during his tenure. As CEO of Cargill, he worked to address climate change and water risks by investing in renewable diesel; decarbonize maritime shipping by developing new wind propulsion technology that aimed to reduce shipping carbon dioxide emissions by as much as 30% and strengthen the food system by training over five million farmers globally on regenerative agriculture practices that sequester carbon, improve soil health and increase crop yields. He also directed numerous diversity, equity and inclusion initiatives including establishing specific time bound goals for gender and ethnic representation in senior management and helped establish the most diverse top leadership team in Cargill’s history. He created a particular focus on safety and reduction of injuries in Cargill’s facilities. His CEO responsibilities also included frequent interaction with government officials throughout the world and he also served on Cargill’s Business Conduct Committee. ■ Finance & Accounting and Audit Committee Financial Expert – developed while serving as CFO of Cargill, where he was responsible for all financial aspects of the business, including financing, internal controls and reporting, capital investments and budgeting. ■ Board of Directors Experience (other boards) – gained while serving as a director on the board of Ecolab since 2016 where he is a member of the Audit Committee and the Governance Committee and where he will serve as Lead Director beginning on May 4, 2023. He also serves as Chairman of the Board at Cargill. | | | |

  32. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | JUDITH F. MARKS Chair, CEO and President of Otis Worldwide Corporation (elevator and escalator manufacturing, installation and service) Age: 59 Director since: 2023 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Otis Worldwide Corporation | CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Compensation and Human Resources | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ Hubbell Incorporated | | Ms. Marks was brought to the attention of the board through a professional search firm. | | | | | Experience ■ Chair of the Board (2022–present), Chief Executive Officer (2019–present), President (2017–present), Otis Worldwide Corporation ■ Chief Executive Officer (2017), Executive Vice President of New Equipment Solutions (2016–2017), Executive Vice President of Global Solutions (2015–2016), Dresser-Rand Group, Inc. ■ Chief Executive Officer (2017), Siemens USA, President and Chief Executive Officer (2011–2015), Siemens Government Technologies, Inc. ■ Vice President of Strategy & Business Development, Electronic Systems (2009–2011), President of Transportation & Security Solutions (2005–2009), President of Information Systems & Global Services (2005–2009), Executive Vice President of Transportation and Security Solutions (2005), President of Distribution Technologies Division (2001–2005), Lockheed Martin Corporation | | | | | Qualifications ■ Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology, Global Experience and Manufacturing/Logistics – gained from her experience in executive positions at Otis Worldwide Corporation, the world’s leading provider and maintainer of elevators, escalators and moving walkways; as Executive Vice President of New Equipment Solutions and Executive Vice President of Global Solutions of Dresser-Rand Group, Inc.; as President and CEO of Siemens USA and Siemens Government Technologies, Inc.; and in various senior leadership positions at Lockheed Martin Corporation.During her current tenure at Otis, she led the successful spin-off of Otis to an independent publicly traded company, and prioritized and advanced Otis’ sustainability program by embedding it into the company strategy as a key element to drive added value for all stakeholders; oversaw the company announcing that 100% of global factories achieved ISO certification four years ahead of the company goal and launching the Otis Gen360 connected elevator designed to offer higher energy efficiency and a light carbon footprint comparable Gen2 configurations. She also sponsored Made to Move Communities, Otis’ signature corporate social responsibility program that focuses on advancing youth STEM education and inclusive mobility solutions and serves as Chair of Otis’ Diversity, Equity and Inclusion Advisory Group. In her role as CEO of Siemens USA, she led a $24B global organization in the areas of electrification, automation and digitalization with 50,000 employees and 60 manufacturing locations. ■ Board of Directors Experience (other boards) – gained while serving as a director and Chair of the Board of Otis Worldwide Corporation. She also previously served as a director on the boards of AdvanceCT, Hubbell Incorporated and Siemens Government Technologies, Inc. | | | |

  33. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | DEBRA L. REED-KLAGES Former Chairman and CEO of Sempra Energy (energy infrastructure and utilities) Age: 66 Director since: 2015 INDEPENDENT Presiding Director | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Chevron Corporation ■ Lockheed Martin Corporation | CATERPILLAR BOARD COMMITTEES: ■ Nominating and Governance, Chair ■ Executive | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ Halliburton Company ■ Oncor Electric Delivery Company LLC ■ Sempra Energy | | Experience ■ Chairman of the Board (2012–2018), Chief Executive Officer (2011–2018), Executive Vice President (2010–2011), President and Chief Executive Officer, San Diego Gas and Electric and Southern California Gas Co., joined the company in 1978, Sempra Energy | | | | | Qualifications ■ Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained over her three decades of experience in senior management and executive positions, including as former CEO at Sempra, an energy infrastructure and utilities company, which also conducts business in Mexico and South America. While leading Sempra, she oversaw significant growth in the use of renewable generation, allowing her to provide valuable insights into trends in the power, oil and gas industries, which are key end-user markets for Caterpillar products. As Chair and CEO of Sempra Energy, she led the transformation of San Diego Gas & Electric from all fossil fuel generation to become one of the utilities with the highest percentage of renewables in its portfolio and oversaw initiatives such as developing infrastructure in Mexico. Sempra Energy led renewable development, building wind and solar projects in the U.S. and Mexico to provide clean energy to customers. She also led diversity and inclusion and supplier diversity at Sempra. In her role as Vice President of Human Resources at Southern California Gas Co., she led diversity and inclusion and succession planning and development efforts and oversaw labor relations and union negotiations. Additionally, she also led compliance efforts enacting the corporate ethics policy at Sempra and ensuring proper governance and compliance frameworks were in place. ■ Government/Regulatory Affairs – gained while in leadership roles at Sempra while serving four years on the National Petroleum Council, an advisory committee to the United States Secretary of Energy to study energy policy. In her leadership roles at Sempra, she led highly regulated energy businesses in numerous states and internationally and worked extensively with a wide array of government entities and regulators. ■ Board of Directors Experience (other boards) – gained while a director of other large, publicly traded corporations such as Chevron, Lockheed Martin and Halliburton. She previously chaired the Nominating and Corporate Governance Committee at Haliburton and currently serves on the Nominating and Corporate Governance Committee at Lockheed Martin and chairs the Audit Committee at Chevron. | | | |

  34. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | SUSAN C. SCHWAB Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP (global law firm) Age: 68 Director since: 2009 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ FedEx Corporation ■ Marriott International, Inc. | CATERPILLAR BOARD COMMITTEES: ■ Sustainability and other Public Policy ■ Nominating and Governance | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ The Boeing Company | | Experience ■ Board Chair (2022–present), National Foreign Trade Council ■ Professor Emerita (2019–present), Professor (2009–2019), University of Maryland School of Public Policy ■ Strategic Advisor (2010–present), Mayer Brown LLP ■ U.S. Trade Representative (2006–2009), Deputy U.S. Trade Representative (2005–2006), United States Government ■ President and Chief Executive Officer (2004–2005), University System of Maryland Foundation ■ Consultant (2003), U.S. Department of Treasury ■ Dean (1995–2003), University of Maryland School of Public Policy ■ Director of Corporate Business Development (1993–1995), Motorola, Inc. ■ Assistant Secretary of Commerce (1989–1993), U.S. and Foreign Commercial Service | | | | | Qualifications ■ Leadership, Business Development and Strategy, Risk Management and Global Experience – obtained over her 30-year career in international trade, commerce and public policy education, which allows her to provide important insights for the Company’s global business model and long-standing support of open trade, as well as meaningful input and guidance to the board on strategy and the evaluation of global economic conditions. As Dean of the University of Maryland School of Public Policy, she led a strategic realignment of the school’s curriculum that introduced a new specialization in philanthropy and non-profit management and also co-founded a non-profit to encourage education and fund students of color to benefit from graduate programs and consider careers in public policy and international affairs. While working as a U.S. Trade Representative, she worked to eliminate tariff barriers to environmental goods, such as clean energy technologies, worked with key non-governmental organizations to help champion negotiations to eliminate subsidization of industrial fishing fleets that contribute to overfishing of the oceans, and helped build enforceable environmental and labor provisions into U.S. trade agreements for the first time. ■ Government/Regulatory Affairs – gained as U.S. Trade Representative and Director-General of the U.S. and Foreign Commercial Service, the export promotion arm of the U.S. government. As Director General of U.S. and Foreign Commercial Service, she was responsible for over 200 field offices in the U.S. and 70 countries, with supervisory responsibility for American and international employees in multiple employment systems. She also introduced the agency’s first training curriculum with diversity, equity and inclusion components. ■ Board of Directors Experience (other boards) and Technology – gained while serving as a director of other large, publicly traded multinational corporations, including FedEx, Marriott and Boeing. | | | |

  35. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | D. JAMES UMPLEBY III Chairman and CEO of Caterpillar Inc. Age: 65 Director since: 2017 MANAGEMENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Chevron Corporation | CATERPILLAR BOARD COMMITTEES: ■ None | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ None | | Experience ■ Chairman (2018–present), Chief Executive Officer (2017–present), Group President, Energy & Transportation segment (2013–2016), Vice President and President of Solar Turbines (2010–2012), joined a company subsidiary in 1980, Caterpillar Inc. | | | | | Qualifications ■ Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Finance & Accounting and Risk Management – obtained during his more than three decades of experience in senior management and executive positions and more than a decade of financial responsibility and experience at Caterpillar. This includes oversight of all aspects of Caterpillar’s environmental and sustainability policies and strategies, such as the introduction of new products and services that contribute to sustainability efforts by reducing waste and fuel consumption and increasing safety and operator ease of use. He also formerly served as a director of the World Resources Institute, which works to secure a sustainable future. Additionally he oversees all aspects of Caterpillar’s diversity and inclusion policies and strategies, including the introduction of Caterpillar’s five pillar diversity and inclusion framework. ■ Customer and Product Support Services, Technology, Global Experience and Manufacturing/Logistics – developed during his long career at Caterpillar, the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives with extensive international operations. ■ Board of Directors Experience (other boards) – gained while serving as a director Chevron Corporation, where he is a member of the Board Nominating and Governance Committee and the Public Policy and Sustainability Committee. | | | |

  36. DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

    | | RAYFORD WILKINS, JR. Former CEO of Diversified Businesses at AT&T Inc. (telecommunications) Age: 71 Director since: 2017 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Morgan Stanley ■ Valero Energy Corporation | CATERPILLAR BOARD COMMITTEES: ■ Compensation and Human Resources, Chair ■ Audit ■ Executive | | | | | OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: | | | | | ■ None | | Experience ■ CEO of Diversified Businesses (2007–2012), held other leadership roles including Group President of Marketing and Sales, SBC Communications, President and CEO, SBC and Pacific Bell, and President and CEO Southwestern Bell Telephone, joined in 1974, AT&T Inc. | | | | | Qualifications ■ Audit Committee Financial Expert, Leadership, Business Development & Strategy, Government/Regulatory Affairs, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained while in leadership roles at AT&T, where he was responsible for international investments, AT&T Interactive, AT&T Advertising Solutions, customer information services and the consumer wireless initiative in India; his service on the Advisory Council of the McCombs School of Business at the University of Texas at Austin and his service as a director at Valero Energy Corporation and Morgan Stanley. As chair of Valero’s Human Resources and Compensation Committee, he was integral to Valero’s progress in linking pay with HSE (health, safety and environmental) and ESG performance. He also served on the Institute for Inclusion Advisory Board at Morgan Stanley, which aims to develop and accelerate an integrated and transparent diversity, equity and inclusion strategy. ■ Board of Directors Experience (other boards) – gained while a director and committee chair of other large, publicly traded corporations, including as chair of the Governance and Sustainability Committee at Morgan Stanley and chair of the Human Resources and Compensation Committee and the newly established Sustainability and Public Policy Committee at Valero Energy Corporation. | | | |

  37. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2022. Mr. Umpleby, who served as Chairman and CEO during 2022, did not receive separate compensation for his service on the board. Annual compensation for non-employee directors for 2022 was comprised of the following components:

  38. DIRECTOR COMPENSATION

    | Restricted Stock Units (1 Year Vesting) | $150,000 | | Cash Retainer | $150,000 | | Cash Stipends: | | | Presiding Director (Executive Committee Chair) | $50,000 | | Audit Committee Chair | $30,000 | | Compensation and Human Resources Committee Chair | $25,000 | | Nominating and Governance Committee Chair | $20,000(1) | | Sustainability and other Public Policy Committee Chair | $20,000(1) | | (1) Cash Stipend Effective June 8, 2022 | |

  39. DIRECTOR COMPENSATION

    Directors are required to own Caterpillar common stock equal to five times their annual cash retainer. Directors have a five-year period from the date of their election or appointment to meet the target ownership guidelines. All directors are in compliance with these guidelines. Under the Company’s Directors’ Deferred Compensation Plan, directors may defer 50% or more of their annual cash retainer and stipend into an interest-bearing account or an account representing phantom shares of Caterpillar stock. Directors may also defer 50% or more of any stock-based compensation (effective for grants other than options and stock appreciation rights made on or after January 1, 2019) upon vesting into an account representing phantom shares of Caterpillar stock. Directors that joined the board prior to April 1, 2008, also are able to participate in a Charitable Award Program. A donation of up to $500,000 will be made by the Company in the director’s name to charitable organizations selected by the director and a donation of up to $500,000 also will be made by the Company in the director’s name to the Caterpillar Foundation. Directors derive no financial benefit from the Charitable Award Program.

  40. DIRECTOR COMPENSATION FOR 2022

    DIRECTOR COMPENSATION FOR 2022

  41. DIRECTOR COMPENSATION FOR 2022

    | Director | Fees Earned or Paid in Cash | Restricted Stock Units(1) (2) | All Other Compensation(3) | Total | | Kelly A. Ayotte | $161,209(4) | $187,517 | $— | $348,726 | | David L. Calhoun | $185,000(4) | $187,517 | $5,000 | $377,517 | | Daniel M. Dickinson | $180,000 | $187,517 | $20,656 | $388,173 | | Gerald Johnson | $150,000 | $187,517 | $— | $337,517 | | David W. MacLennan | $150,000 | $187,517 | $— | $337,517 | | Debra L. Reed-Klages | $201,731(4) | $187,517 | $— | $389,248 | | Edward B. Rust, Jr. | $150,000 | $187,517 | $25,574 | $363,091 | | Susan C. Schwab | $150,000 | $187,517 | $— | $337,517 | | Miles D. White | $65,934(5) | $— | $11,000 | $76,934 | | Rayford Wilkins, Jr. | $164,011(4) | $187,517 | $5,000 | $356,528 | | (1) Restricted stock units awarded in 2022 include a one-time adjustment to reflect the change in annual grant date from March to June that was implemented in 2022. (2) As of December 31, 2022, the number of RSUs (including accrued dividend equivalent units) and Phantom Shares held by those serving as non-employee directors during 2022 were: Ms. Ayotte: 3,256 (which consists of 825 RSUs and 2,431 Phantom Shares); Mr. Calhoun: 24,347 (which consists of 825 RSUs and 23,522 Phantom Shares); Mr. Dickinson: 30,762 (which consists of 825 RSUs and 29,937 Phantom Shares); Mr. Johnson: 825 RSUs; Mr. MacLennan: 1,069 (which consists of 825 RSUs and 244 Phantom Shares); Ms. Reed-Klages: 11,629 (which consists of 825 RSUs and 10,804 Phantom Shares); Mr. Rust: 40,239 (which consists of 825 RSUs and 39,414 Phantom Shares); Ms. Schwab: 21,489 (which consists of 825 RSUs and 20,664 Phantom Shares); Mr. White: 12,909 Phantom Shares; and Mr. Wilkins: 825 RSUs. Mr. Calhoun and Ms. Schwab elected to defer 100% of their 2022 Cash Retainer and Cash Stipend (as applicable) into Phantom Shares of Caterpillar stock in the Directors’ Deferred Compensation Plan. These deferrals, plus the accumulated value of previous retainer deferrals for each of Ms. Ayotte, Mr. Dickinson, Ms. Reed-Klages, Mr. Rust and Mr. White, are included in the Phantom Shares totals above. Mr. Johnson elected to defer 100% of his 2022 Cash Retainer into the Interest Fund in the Directors’ Deferred Compensation Plan. Ms. Ayotte, Mr. Calhoun, Mr. MacLennan, Ms. Reed-Klages and Ms. Schwab elected to defer a portion of their equity award that vested on March 1, 2022, into the Directors’ Deferred Compensation Plan. These deferrals, plus the accumulated deferrals of previous equity awards, are also included in the Phantom Share totals above. Ms. Ayotte and Mr. MacLennan elected to defer 50%, and Mr. Calhoun, Ms. Reed-Klages and Ms. Schwab elected to defer 100% of the equity award granted on June 8, 2022. (3) All Other Compensation represents amounts paid in connection with the Directors’ Charitable Award Program, Caterpillar Foundation’s Matching Gifts Program and the Caterpillar Political Action Committee Charitable Matching Program (CATPAC’s PACMATCH program). For directors eligible to participate in the Directors Charitable Award Program, the amounts listed include the insurance premium and administrative fees as follows: Mr. Dickinson $20,656 and Mr. Rust $20,574. In 2022, the Caterpillar Foundation matched contributions to eligible 501(c)(3) nonprofits and accredited U.S. public/private preK-12 schools or school districts to which contributions are tax-deductible, up to a maximum match of $10,000 per participant per calendar year. Additionally in 2022, the Caterpillar Foundation also provided a 2:1 match program for a period of time in support of the Foundation’s 70th Anniversary and Giving Tuesday that allowed participants to donate up to $500 to be matched at a 2:1 ratio. The amounts listed include Charitable Foundation matching gifts as follows: Mr. White $11,000. As part of CATPAC’s PACMATCH program, Caterpillar Inc. will contribute to up to four charities on behalf of eligible members who contribute at the suggested giving level. The annual CATPAC contribution limit is $5,000. Mr. Calhoun, Mr. Rust and Mr. Wilkins had contributions matched. (4) Total fees earned or paid in 2022 include pro-rated Cash Retainer and/or Cash Stipends for directors who ceased board service or transitioned between committee chair positions over the course of the year. The cash compensation for Ms. Ayotte, Mr. Calhoun, Ms. Reed-Klages and Mr. Wilkins reflect pro-ration of chair stipends for the transition of roles on June 8, 2022. (5) Mr. White did not stand for re-election, thereby concluding his board service June 8, 2022. His cash compensation includes pro-ration to the date his board service ceased. | | | | |

  42. GOVERNANCE AND PAY FOR PERFORMANCE PHILOSOPHY

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Robust stock ownership requirements | | No individual change-in-control agreements | | | Thorough annual benchmarking process | | No tax gross-ups on change-in-control benefits | | | Rigorous CHRC oversight of incentive metrics, goals and pay/performance relationship | | No backdating, repricing or granting of option awards retroactively | | | Clawback Policy | | | | | Limited executive perquisites | | | | | Strict anti-hedging and anti-pledging policies | | | | | Independent compensation consultant | | |

  43. COMPENSATION PROGRAM STRUCTURE

    | BASE SALARY | | ANNUAL INCENTIVE PLAN (AIP) | | LONG-TERM INCENTIVE | | Competitive pay to attract and retain talented executives | | An opportunity to earn an annual cash award based on the Company’s financial performance and strategic business objectives | | A mix of performance-based restricted stock units (PRSUs) and stock options to align management’s interests with long-term shareholders’ interests |

  44. COMPENSATION PROGRAM STRUCTURE

    Approximately 91 percent of our CEO’s 2022 total targeted compensation was variable and/or at-risk compensation, including 50 percent of long-term incentives delivered in the form of performance-based PRSUs with a Return on Equity (ROE) performance metric and the other 50 percent delivered in the form of stock options.

  45. 2022 CEO COMPENSATION ELEMENTS

    2022 CEO COMPENSATION ELEMENTS * 50% of long-term incentives have performance-based vesting conditions.

  46. PAY OUTCOMES DEMONSTRATE ALIGNMENT WITH COMPANY PERFORMANCE

    | BASE SALARY | ■ Named Executive Officers (other than the CEO) received an average base salary adjustment of 4.75%. | | ANNUAL INCENTIVE | ■ Annual incentive awards for 2022 paid out, on average, at 155% of target. | | LONG-TERM INCENTIVE | ■ Based on the Company’s 1-, 3- and 5-year relative Total Shareholder Return (TSR) at the end of 2021, the 2022 equity grant to the CEO was set slightly above the 50(th) percentile of the compensation peer group and between 50(th)and 65(th) percentile for the other NEOs.(1) |

  47. CEO COMPENSATION

    CEO COMPENSATION In 2022, the CHRC and the board approved the following compensation for the CEO: ■ Base salary. 3% increase to Mr. Umpleby’s base salary. This increase was in recognition of Mr. Umpleby’s operational, financial and safety performance and his continued focus on services growth, despite the unprecedented supply chain challenges and the persistence of the global pandemic throughout 2021, and to align his base salary with the peer group median. ■ Annual incentive award. Annual incentive target award was set at 175% of Mr. Umpleby’s base salary, which reflects the peer group median. For 2022, Mr. Umpleby received an annual incentive award equal to 1.56 times his target annual incentive. This payout reflects the Company’s strong results in 2022 against pre-determined annual performance goals. ■ Long-term incentive award. An annual long-term incentive award with a value equal to $13.5 million, slightly above peer group median. This size of award reflects the Company’s overall TSR results and performance achievements in 2021. * Target Value Includes: Salary of $1,700,000; annual incentive of $2,953,425 and LTI grant of $13,050,000. Total Target Value: $17,703,425 ** Actual Value Includes: Salary of $1,687,500 (due to proration); annual incentive of $4,614,800 and LTI grant of $13,500,000. Total Actual Value: $19,802,300

  48. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The CHRC retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant during 2022. Meridian provides executive and director compensation consulting services, including advice regarding the design and implementation of compensation programs, market information, regulatory updates and analyses, and trends on executive compensation and benefits. Interactions between Meridian and management are generally limited to discussions on behalf of the CHRC or as required to fulfill requests at the CHRC’s direction. During 2022, Meridian did not provide any other services to the Company. Based on these factors, the CHRC’s evaluation of Meridian’s independence pursuant to the requirements approved and adopted by the SEC and NYSE, and information provided by Meridian, the CHRC determined that the work performed by Meridian did not raise any conflicts of interest.

  49. BENCHMARKING COMPENSATION TO PEERS

    BENCHMARKING COMPENSATION TO PEERS

  50. 2022 COMPENSATION PEER GROUP

    2022 COMPENSATION PEER GROUP The CHRC regularly assesses the market competitiveness of the Company’s executive compensation programs based on peer group data. The 2022 Compensation Peer Group was established based on the following criteria and remained unchanged from the prior year: ■ Total sales and revenues and market capitalization of the peer companies relative to Caterpillar; ■ Competitors and industry segment; ■ Potential sources for top talent; ■ Global presence with a significant portion of revenues coming from non-U.S. operations; and ■ Geographic footprint.

  51. 2022 COMPENSATION PEER GROUP

    | 2022 Compensation Peer Group | | | 3M Company | Ford Motor Company | | Archer-Daniels-Midland Company | General Electric Company | | The Boeing Company | Halliburton Company | | Cisco Systems, Inc. | Honeywell International Inc. | | Cummins Inc. | Intel Corporation | | Deere & Company | Johnson Controls International plc | | Emerson Electric Co. | PACCAR Inc. | | FedEx Corporation | Raytheon Technologies Corporation |

  52. BENCHMARKING METHODOLOGY

    BENCHMARKING METHODOLOGY To account for differences in the size of the compensation peer group companies, market data is statistically adjusted allowing for a comparison of the compensation levels to similarly-sized companies. Market data provided by the independent consultant is sourced from the Aon Total Compensation Measurement Database, and size-adjusted to Caterpillar’s three-year average revenues using regression analysis. Each element of our NEOs’ compensation is then targeted to the median of the peer group and adjusted above or below based on performance. To the extent an NEO’s total actual compensation exceeds the peer group median, it is due to outstanding performance, critical skills and notable experience. If an NEO’s compensation is below the median, it is generally due to underperformance against relevant metrics or reflective of an individual who is newer in his or her role.

  53. 2022 COMPETITOR PEER GROUP

    2022 COMPETITOR PEER GROUP For 2022, the CHRC also assessed the Company’s business performance against a group of competitors that it deems to compete directly with the Company. Although the Company’s peer group described above is an appropriate benchmark for executive compensation at other similarly-sized companies, the peer group data does not always provide useful comparisons to other companies that might be experiencing similar business conditions. To that end, and consistent with the Company’s pay-for-performance philosophy, the Company’s business performance is compared to its competitors by establishing a “Competitor Peer Group.” The CHRC uses the Competitor Peer Group (along with the Compensation Peer Group and S&P 500 Industrials) to assess relative performance using TSR when awarding long-term incentive awards. However, the Competitor Peer Group is not used to benchmark compensation. The 2022 Competitor Peer Group was established based on the following criteria: ■ Compete in the same markets as the Company; ■ Offer similar products and services as the Company; or ■ Serve the same, or similar, industries and end users as the Company.

  54. 2022 COMPETITOR PEER GROUP

    | 2022 Competitor Peer Group | | | Cummins Inc. | Siemens Energy | | Deere & Company | Volvo AB | | Hitachi Construction Machinery Co., Ltd. | Wabtec Corporation | | Komatsu Ltd. | |

  55. BASE SALARY

    BASE SALARY Base salary is the only fixed component of NEO compensation. The CHRC targets base salaries at the size-adjusted median level of the peer group. Each NEO’s base salary is determined by the individual’s level of responsibility and historic performance with reference to the market median. Base salary increases, if any, are based on achievement of individual and Company objectives, contributions to Caterpillar’s performance and culture, leadership accomplishments and a comparison to those in comparable positions at peer companies. In 2022, Mr. Umpleby’s salary was increased from $1.65 million to $1.7 million in recognition of his performance and to align his target compensation with the peer group median. Salary adjustments for all NEOs were made effective April 1, 2022.

  56. ANNUAL INCENTIVE

    ANNUAL INCENTIVE

  57. 2022 ANNUAL INCENTIVE PLAN DESIGN

    2022 ANNUAL INCENTIVE PLAN DESIGN The Company’s Annual Incentive Plan (AIP) is designed to provide each NEO with the opportunity to earn an annual cash payout based on the short-term performance of the Company and each NEO’s respective business. The AIP places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and shareholders. The AIP design continues to closely align pay outcomes with business performance by annually comparing the Company’s forecasted Enterprise Operating Profit to the prior year’s actual Enterprise Operating Profit. The comparison is conducted to determine whether the current year will be an “up year” (improved performance) or “down year” (weaker performance) versus the prior year’s actual Enterprise Operating Profit results. The 2022 AIP design also includes two strategic objectives modifiers, including Services Growth, which was also utilized similarly in the 2021 AIP for the NEOs. The Services Growth modifier focuses on the execution of services revenue growth plans across the enterprise working with our independent dealer network. As previously communicated, we incorporated ESG as an element of incentive compensation in 2022. The CHRC determined that ESG Strategy would serve as the second of two strategic objectives modifiers in 2022 AIP. This modifier prioritizes focus on climate-related objectives as an important element of how Caterpillar is strategically addressing evolving customer demand and stakeholder expectations for a range of ESG considerations. More information about the modifiers and the assessed performance levels can be found in the section entitled Strategic Objectives Modifiers found on pages 51-52. The AIP performance measures and weightings, as well as the strategic objectives modifiers, were communicated to the NEOs at the beginning of the performance period. All NEOs participated in AIP in 2022.

  58. 2022 ANNUAL INCENTIVE PLAN DESIGN

    2022 ANNUAL INCENTIVE PLAN DESIGN

  59. Step 2: AIP Calculation

    Step 2: AIP Calculation

  60. 2022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    2022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS For 2022, the CHRC approved the following annual incentive performance measures (1) Enterprise Operating Profit (2) Operating Profit After Capital Charge (OPACC) and (3) Services Revenues, and the Strategic Objectives Modifiers, described on page 51-52. Consistent with this design process, after reviewing the Company’s 2022 business plan, the CHRC determined that 2022 would be an “up year,” as Enterprise Operating Profit was forecasted to be above 2021. As a result, there were no adjustments to the target annual incentive opportunity for NEOs. The largest portion of financial measures (ranging from 50 percent to 70 percent) of each NEO’s 2022 annual incentive opportunity was based on Enterprise Operating Profit and the OPACC for their respective business, where applicable. The remaining portion of each NEO’s annual incentive award opportunity was determined by the Services Revenues metric for the enterprise or their respective businesses. Consistent with the Operating & Execution model, Services Revenues align the Company’s emphasis on the services growth strategy with variable incentive opportunity. When establishing the performance targets for 2022, the CHRC reviewed the Company’s business plan, historical performance, management recommendations and feedback provided by the independent compensation consultant. Targets were set for each of the performance measures at levels that were designed to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the Company’s business forecast at the time the measures were approved. The business forecast includes consideration of market, economic and geopolitical factors. The performance measures were also weighted according to the Company’s business priorities and the responsibilities of each NEO. The charts below and the text that follows summarize the performance measures, weightings, strategic objectives modifiers, and results that the CHRC reviewed and approved for the 2022 annual incentive for each NEO.

  61. DESCRIPTION OF PERFORMANCE MEASURES

    DESCRIPTION OF PERFORMANCE MEASURES

  62. DESCRIPTION OF PERFORMANCE MEASURES

    | | PERFORMANCE MEASURE | DEFINITION | RATIONALE | | | ENTERPRISE OPERATING PROFIT | Enterprise Operating Profit measures the overall profitability of all of Caterpillar’s operations (including Machine, Energy & Transportation (ME&T) and Financial Products) before taxes, interest and other non-operating items. For AIP purposes, the Enterprise Operating Profit metric will be calculated as Caterpillar Consolidated Operating Profit excluding restructuring costs and a goodwill impairment charge. | The CHRC approved Enterprise Operating Profit as a performance measure to incentivize management to enhance the overall profitability of the Company. The CHRC believes that Enterprise Operating Profit is an important corporate metric for shareholders to be able to assess the financial health of the Company. | | | ENTERPRISE OPERATING PROFIT AFTER CAPITAL CHARGE (OPACC) | Enterprise Operating Profit After Capital Charge (OPACC) measures how productively and efficiently Caterpillar is utilizing assets to generate shareholder value. For AIP purposes, Enterprise OPACC is calculated as ME&T adjusted operating profit excluding restructuring costs and a goodwill impairment charge less the capital charge. For Enterprise OPACC, the capital charge equals average quarterly ME&T net assets multiplied by a pre-tax capital charge rate of 13 percent. | OPACC is designed to measure how productively and efficiently the Company’s assets are being utilized by examining the relationship between the value of the Company’s assets and the operating profit that those assets generate. An increase in OPACC means that the Company’s management is utilizing assets more efficiently to generate shareholder value, which the CHRC views as key to Caterpillar’s long-term success. | | | SEGMENT OPERATING PROFIT AFTER CAPITAL CHARGE (OPACC) | For each segment, OPACC is calculated as segment profit less the capital charge. The capital charge is calculated as the average monthly net accountable assets multiplied by a pre-tax capital charge rate of 13 percent. | OPACC is designed to measure how productively and efficiently the Company’s assets are being utilized by examining the relationship between the value of the Company’s assets and the operating profit that those assets generate. An increase in OPACC means that the Company’s management is utilizing assets more efficiently to generate shareholder value, which the CHRC views as key to Caterpillar’s long-term success. | | | SERVICES REVENUES | ME&T Services Revenues include, but are not limited to, aftermarket parts and other service-related revenues and exclude most Financial Products’ revenues, discontinued products and captive dealer services. Price realization above target has been excluded, given extraordinary inflation. Due to the competitively sensitive nature of this measure, the threshold, target and result levels have all been indexed and reported as such. | The CHRC approved Services Revenues as an important measure intended to further strengthen profitability realized by growth in aftermarket parts and services. |

  63. 2022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    2022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS * Adjusted for approved items

  64. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE

  65. 2022 DESIGN

    2022 DESIGN In 2022, the CHRC granted one-half of each NEO’s total long-term incentive (LTI) value in Performance-based Restricted Stock Units (PRSUs), and one-half in non-qualified stock options (stock options). The stock options vest equally in one-third increments beginning on the first anniversary of the grant date and expire after ten years from grant. The PRSUs fully vest if the 3-year performance hurdle established by the CHRC is met or exceeded. If the performance hurdle is not attained, the PRSU awards do not vest. Dividend Equivalent Units (DEUs) accrue on unvested PRSUs, but are settled only if the vesting requirements are met. The DEUs will settle in additional shares, rounded to the nearest whole unit. For the 2022 PRSU grants, the CHRC selected Return on Equity (ROE) as the performance measure because it aligns the interests of the NEOs with those of our shareholders by measuring and rewarding profitability relative to shareholders’ investment in the business. The use of the ROE metric and the determination of the performance hurdle for each performance cycle are calibrated with historical performance of the compensation and competitor peer groups (as well as S&P 500 Industrials more broadly) and are intended to reward for the achievement of sustained, long-term returns throughout the cycles in the Company’s business. The ROE performance hurdle was designed to be reasonably achievable with strong management performance. The CHRC believes that a strong focus on ROE reinforces effective capital management along with the need to deliver returns above the cost of capital even in a highly cyclical and often challenging macro-economic operating environment, thus aligning leadership priorities with long-term shareholder interests. The Company’s ROE performance is annually reviewed including any one-time, non-operational or other special items that might impact the ROE result. Although certain items may significantly impact the Company’s reported financial results, they are not always indicative of the underlying operational performance of the Company or its management. To that end, in its evaluation of the Company’s ROE results, the CHRC may use its discretion to make adjustments to ROE to align compensation outcomes with the operating performance of the Company.

  66. 2022 GRANT SIZING

    | 1 | Benchmark the median LTI value for the Company’s Compensation Peer Group | | 2 | Review and consider financial results: 1-, 3- and 5-year TSR (vs. the Compensation Peer Group and Competitor Peer Group and the S&P 500 Industrials); operational performance; market conditions; and strategy execution | | 3 | Adjust award values to reflect individual performance, including consistency of performance against goals, leadership contributions, time in role and other relevant factors |

  67. 2022 GRANT SIZING

    In determining grant sizing for 2022, the Committee was consistent with the methodology used in previous years and its pay for performance philosophy; and assessed the 1-, 3- and 5-year relative TSR performance for the period ending December 31, 2021, as well as operating performance and strategy execution during these periods. Based on this process, the CHRC set the 2022 LTI award for the CEO at slightly above the 50th percentile of the benchmarked LTI values of the Company’s compensation peer group and at the 50th - 65th percentile for the other NEOs.

  68. RELATIVE TSR PERFORMANCE (PERCENTILE RANKING VS. PEERS)

    RELATIVE TSR PERFORMANCE (PERCENTILE RANKING VS. PEERS)

  69. RELATIVE TSR PERFORMANCE (PERCENTILE RANKING VS. PEERS)

    | Performance Period | Compensation Peer Group | Competitor Peer Group | S&P 500 Industrials | | 1-Year | 50(th) | 43(rd) | 35(th) | | 3-Year | 81(st) | 67(th) | 43(rd) | | 5-Year | 94(th) | 83(rd) | 59(th) | | Grant Sizing | 50(th) - 65(th) Percentile | | |

  70. 2020 – 2022 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs)

    2020 – 2022 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs) For the 2020 – 2022 performance period, adjustments were made to the ROE to exclude the impact of restructuring costs, pension and other post-employment benefits (OPEB) mark-to-market gains/losses resulting from plan remeasurements and a goodwill impairment charge. In each case, the CHRC determined that these adjustments were an appropriate use of its discretion and in the best interests of the Company and its shareholders. For the 2020 grant, the PRSUs cliff vested based on a three-year average adjusted ROE result of 35.5 percent, which exceeded the goal of 18 percent. The chart below describes the Company’s ROE performance and results for the 2020 – 2022 performance period:

  71. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

    POST-TERMINATION AND CHANGE IN CONTROL BENEFITS Except for customary provisions in employee benefit plans and as required by applicable law, the NEOs do not have any pre-existing executive severance packages or contracts; however, the CHRC will consider the particular facts and circumstances of an NEO’s separation to determine whether payment of any severance or other benefit to such NEO is appropriate. Change in control benefits are provided under the Company’s long-term and annual incentive plans and represent customary provisions for these types of plans and have no direct correlation with other compensation decisions. There is no cash severance or other benefits for a termination related to change in control beyond what is provided under the long-term and annual incentive plans. The Company’s change in control provisions are subject to a “double trigger” and, when both a change in control and involuntary termination of employment without cause occur, provide accelerated vesting and target payouts under the incentive plans, as described further below. In the event of a qualifying termination of employment following a change in control, target payouts are provided under the incentive plans. ■ All unvested stock options, performance-based restricted stock units and restricted stock units vest immediately. ■ Stock options remain exercisable over the normal life of the grant. The annual incentive plan allows for the target award opportunity, prorated based on the individual’s time of employment from the beginning of the performance period through the latter of: (1) the change in control or (2) termination of employment. Additional information is disclosed in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

  72. 2022 SUMMARY COMPENSATION TABLE

    2022 SUMMARY COMPENSATION TABLE

  73. 2022 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total Compensation | Total Without Change in Pension Value(6) | | D. James Umpleby III Chairman & CEO | 2022 | $1,687,500 | $— | $6,749,957 | $6,749,994 | $4,614,800 | $— | $805,349 | $20,607,600 | $20,607,600 | | | 2021 | $1,637,500 | $— | $8,749,964 | $8,750,028 | $4,792,980 | $— | $367,560 | $24,298,032 | $24,298,032 | | | 2020 | $1,600,000 | $— | $5,899,969 | $5,900,000 | $— | $— | $276,582 | $13,676,551 | $13,676,551 | | Andrew R. J. Bonfield CFO | 2022 | $882,575 | $— | $2,200,090 | $2,199,994 | $1,501,900 | $— | $438,984 | $7,223,543 | $7,223,543 | | | 2021 | $853,000 | $— | $2,599,981 | $2,599,993 | $1,524,600 | $— | $118,062 | $7,695,636 | $7,695,636 | | | 2020 | $832,000 | $— | $1,800,053 | $1,800,009 | $— | $— | $152,520 | $4,584,582 | $4,584,582 | | Denise C. Johnson Group President | 2022 | $877,425 | $— | $1,849,964 | $1,849,982 | $1,544,800 | $— | $464,372 | $6,586,543 | $6,586,543 | | | 2021 | $846,375 | $— | $2,550,095 | $2,549,997 | $1,771,100 | $— | $138,799 | $7,856,366 | $7,856,366 | | | 2020 | $820,500 | $— | $1,849,945 | $1,849,993 | $— | $— | $222,421 | $4,742,859 | $4,742,859 | | Bob De Lange Group President | 2022 | $821,850 | $— | $1,849,964 | $1,849,982 | $1,440,600 | $— | $689,900 | $6,652,296 | $6,652,296 | | | 2021 | $788,100 | $— | $2,499,990 | $2,500,000 | $1,772,000 | $— | $146,620 | $7,706,710 | $7,706,710 | | | 2020 | $767,400 | $— | $1,849,945 | $1,849,993 | $— | $— | $213,557 | $4,680,895 | $4,680,895 | | Joseph E. Creed Group President | 2022 | $702,425 | $— | $1,849,964 | $1,849,982 | $1,320,900 | $— | $257,654 | $5,980,925 | $5,980,925 | | | 2021 | $665,000 | $— | $2,499,990 | $2,500,000 | $1,227,300 | $— | $289,991 | $7,182,281 | $7,182,281 | | (1) The amounts reported in this column represent PRSUs granted in 2022 under the Caterpillar Inc. 2014 Long-Term Incentive Plan (LTIP) and are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, assuming the highest level of performance is achieved for the PRSUs, which at the time of grant reflected the probable level of achievement. Assumptions made in the calculation of these amounts are included in Note 3 “Stock-based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Form 10-K filed with the SEC on February 15, 2023. | | | | | | | | | | | | (2) The amounts reported in this column represent non-qualified stock options granted under the LTIP that are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts are included in Note 3 “Stock-based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Form 10-K filed with the SEC on February 15, 2023. | | | | | | | | | | | | (3) The amounts in this column reflect the AIP payments for 2022, paid in 2023, for all NEOs. | | | | | | | | | | | | (4) No NEO receives preferential or above market earnings on nonqualified deferred compensation. Amounts above reflect the actuarial present value of the NEO’s change in accrued benefit under all defined benefit pension plans year over year using the pension plan measurement dates for financial statement reporting purposes. See Retirement and Other Benefits on page 54 for descriptions of the pension plans, and the 2022 Pension Benefits table and related footnotes on page 60 for the present value of each NEO’s accumulated pension benefits and information regarding actuarial assumptions used. | | | | | | | | | | | | (5) All Other Compensation detail for 2022 is shown in a separate table appearing on the next page. | | | | | | | | | | | | (6) To demonstrate how year-over-year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column are calculated by subtracting the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column, from the amounts reported in the Total Compensation column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the Total Compensation column. | | | | | | | | | | |

  74. GRANTS OF PLAN-BASED AWARDS IN 2022

    GRANTS OF PLAN-BASED AWARDS IN 2022

  75. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options (3) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | | | | | | D. James Umpleby III | 3/7/2022 | | | | 34,316 | — | — | $— | $6,749,957 | | | 3/7/2022 | | | | — | — | 130,579 | $196.70 | $6,749,994 | | | AIP(5) | 1,476,712 | 2,953,425 | 5,906,849 | | | | | | | Andrew R. J. Bonfield | 3/7/2022 | | | | 11,185 | — | — | $— | $2,200,090 | | | 3/7/2022 | | | | — | — | 42,559 | $196.70 | $2,199,994 | | | AIP(5) | 507,540 | 1,015,080 | 2,030,160 | | | | | | | Denise C. Johnson | 3/7/2022 | | | | 9,405 | — | — | $— | $1,849,964 | | | 3/7/2022 | | | | — | — | 35,788 | $196.70 | $1,849,982 | | | AIP(5) | 504,578 | 1,009,157 | 2,018,313 | | | | | | | Bob De Lange | 3/7/2022 | | | | 9,405 | — | — | $— | $1,849,964 | | | 3/7/2022 | | | | — | — | 35,788 | $196.70 | $1,849,982 | | | AIP(5) | 472,634 | 945,268 | 1,890,537 | | | | | | | Joseph E. Creed | 3/7/2022 | | | | 9,405 | — | — | $— | $1,849,964 | | | 3/7/2022 | | | | — | — | 35,788 | $196.70 | $1,849,982 | | | AIP(5) | 403,993 | 807,985 | 1,615,971 | | | | | | | (1) The amounts reported represent estimated potential awards under the 2022 AIP. | | | | | | | | | | | (2) The amounts reported in this column represent estimated potential awards under the LTIP. PRSUs were granted on March 7, 2022, under the LTIP for the 2022-2024 performance period. PRSUs vest at the end of the three-year performance period subject to the Company’s achievement of an average ROE performance hurdle during that period. There is no threshold or maximum payout opportunity with respect to these PRSUs. | | | | | | | | | | | (3) Amounts reported represent stock options granted under the LTIP. The exercise price for all stock options granted to the NEOs is the closing price of Caterpillar stock on the grant date, March 7, 2022. All stock options granted to the NEOs will vest in one-third increments on March 7, 2023, March 7, 2024, and March 7, 2025. | | | | | | | | | | | (4) The amounts shown do not reflect realized compensation by the NEO. As reported in this column, the value of PRSUs granted in 2022 under the LTIP are based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, assuming the highest level of performance is achieved for the PRSUs, which at the time of the grant reflected the probable level of achievement. | | | | | | | | | | | (5) The 2022 AIP estimates shown are based on each executive’s base salary for 2022. The actual payout was based on the achievement of corporate and business unit performance metrics and the Strategic Objectives Modifiers. Please refer to page 49 of the CD&A for a detailed explanation of the various performance metrics. Payments under AIP are limited by a plan cap set at $15 million. The cash payouts for the 2022 plan year are included in the column “Non-Equity Incentive Plan Compensation” of the “2022 Summary Compensation Table.” | | | | | | | | | |

  76. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

  77. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | Option Awards | | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | | Option Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock that have not Vested | Market Value of Shares or Units of Stock that have not Vested | Equity Incentive Plan Awards | | | | Grant Date | Exercisable | Unexercisable | | | | | Number of Unearned Shares, Units or other Rights that have not Vested(2) | Market or Payout Value of Unearned Share, Units or other Rights that have not Vested(3) | | D. James Umpleby III | 3/5/2018 | 182,944 | — | $151.12 | 3/5/2028 | — | $— | — | $— | | | 3/4/2019 | 163,615 | — | $138.35 | 3/4/2029 | — | $— | — | $— | | | 3/2/2020 | — | — | $— | | — | $— | 49,260(4) | $11,800,726 | | | 3/2/2020 | — | 75,701 | $127.60 | 3/2/2030 | — | $— | — | $— | | | 3/1/2021 | — | — | $— | | — | $— | 41,327(5) | $9,900,296 | | | 3/1/2021 | 51,804 | 103,607 | $219.76 | 3/1/2031 | — | $— | — | $— | | | 3/7/2022 | — | — | $— | | — | $— | 34,896(5) | $8,359,686 | | | 3/7/2022 | — | 130,579 | $196.70 | 3/7/2032 | — | $— | — | $— | | Andrew R. J. Bonfield | 3/2/2020 | — | — | $— | | — | $— | 15,029(4) | $3,600,347 | | | 3/2/2020 | — | 23,095 | $127.60 | 3/2/2030 | — | $— | — | $— | | | 3/1/2021 | — | — | $— | | — | $— | 12,280(5) | $2,941,797 | | | 3/1/2021 | 15,393 | 30,786 | $219.76 | 3/1/2031 | — | $— | — | $— | | | 3/7/2022 | — | — | $— | | — | $— | 11,374(5) | $2,724,755 | | | 3/7/2022 | — | 42,559 | $196.70 | 3/7/2032 | — | $— | — | $— | | Denise C. Johnson | 3/4/2019 | 18,012 | — | $138.35 | 3/4/2029 | — | $— | — | $— | | | 3/2/2020 | — | — | $— | | — | $— | 15,446(4) | $3,700,244 | | | 3/2/2020 | — | 23,736 | $127.60 | 3/2/2030 | — | $— | — | $— | | | 3/1/2021 | — | — | $— | | — | $— | 12,044(5) | $2,885,261 | | | 3/1/2021 | 15,097 | 30,194 | $219.76 | 3/1/2031 | — | $— | — | $— | | | 3/7/2022 | — | — | $— | | — | $— | 9,564(5) | $2,291,152 | | | 3/7/2022 | — | 35,788 | $196.70 | 3/7/2032 | — | $— | — | $— | | Bob De Lange | 3/7/2016 | 11,717 | — | $74.77 | 3/7/2026 | — | $— | — | $— | | | 3/6/2017 | 79,834 | — | $95.66 | 3/6/2027 | — | $— | — | $— | | | 3/5/2018 | 60,512 | — | $151.12 | 3/5/2028 | — | $— | — | $— | | | 3/4/2019 | 48,034 | — | $138.35 | 3/4/2029 | — | $— | — | $— | | | 3/2/2020 | — | — | $— | | — | $— | 15,446(4) | $3,700,244 | | | 3/2/2020 | 47,474 | 23,736 | $127.60 | 3/2/2030 | — | $— | — | $— | | | 3/1/2021 | — | — | $— | | — | $— | 11,808(5) | $2,828,724 | | | 3/1/2021 | 14,801 | 29,602 | $219.76 | 3/1/2031 | — | $— | — | $— | | | 3/7/2022 | — | — | $— | | — | $— | 9,564(5) | $2,291,152 | | | 3/7/2022 | — | 35,788 | $196.70 | 3/7/2032 | — | $— | — | $— | | Joseph E. Creed | 3/5/2018 | 18,294 | — | $151.12 | 3/5/2028 | — | $— | — | $— | | | 3/2/2020 | — | — | $— | | — | $— | 5,009(4) | $1,199,956 | | | 3/2/2020 | — | 7,698 | $127.60 | 3/2/2030 | — | $— | — | $— | | | 3/1/2021 | — | — | $— | | — | $— | 11,808(5) | $2,828,724 | | | 3/1/2021 | 14,801 | 29,602 | $219.76 | 3/1/2031 | — | $— | — | $— | | | 3/7/2022 | — | — | | | — | $— | 9,564(5) | $2,291,152 | | | 3/7/2022 | — | 35,788 | $196.70 | 3/7/2032 | — | $— | — | $— |

  78. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | (1) Stock options granted in 2020, 2021 and 2022 are exercisable in one-third increments on each of the first through third year anniversaries of the date of grant for all NEOs. Stock options expire ten years from the grant date for an active employee. | | (2) The amounts shown include the portion of any prior PRSU grants that were not vested as of December 31, 2022. The grants provide for DEUs to accrue on unvested PRSUs when a dividend is paid by the Company. The amount shown includes any applicable DEUs accrued as of December 31, 2022, (rounded to the nearest whole unit). |

  79. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

    | (3) Market value is based on the number of PRSUs, including, when applicable, DEUs that have not vested (rounded to the nearest whole unit) multiplied by $239.56, the closing price of Caterpillar’s common stock on December 30, 2022. | | (4) This amount represents the PRSUs that vested based on the achievement of an average ROE performance hurdle over the three-year performance cycle. The Company achieved the ROE performance hurdle and, accordingly, the PRSUs vested and the shares were released February 7, 2023. | | (5) This amount represents the PRSUs that are scheduled to vest following the end of the performance period in 2023 and 2024, respectively, based on the Company’s achievement of an average ROE performance hurdle over the three-year performance period. The number of PRSUs reported in this table assumes the aggregate ROE performance hurdle is achieved for the three-year performance period. |

  80. 2022 OPTION EXERCISES AND STOCK VESTED

    2022 OPTION EXERCISES AND STOCK VESTED

  81. 2022 OPTION EXERCISES AND STOCK VESTED

    | Name | Option Awards(1) | | Stock Awards(2) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | D. James Umpleby III | 151,402 | $34,769,469 | 42,281 | $8,488,756 | | Andrew R. J. Bonfield | 41,107 | $8,654,051 | 13,964 | $2,803,552 | | Denise C. Johnson | 23,737 | $5,700,203 | 13,964 | $2,803,552 | | Bob De Lange | 35,153 | $8,052,971 | 12,413 | $2,492,158 | | Joseph E. Creed | 22,709 | $5,395,886 | 3,879 | $778,787 | | (1) Upon exercise, options may have been withheld to satisfy income tax obligations. The amounts shown are gross amounts. (2) Upon vesting of RSUs or PRSUs, units may have been withheld to satisfy income tax obligations. The amounts shown are gross amounts. | | | | |

  82. 2022 PENSION BENEFITS

    2022 PENSION BENEFITS

  83. 2022 PENSION BENEFITS

    | Name | Plan Name(1) | Number of Years of Credited Service(2) | Present Value of Accumulated Benefit(3,4) | Payments During Last Fiscal Year | | D. James Umpleby III | RIP - Solar RP | 25 | $1,816,932 | $— | | | Solar MRO | 25 | $29,875,976 | $— | | Andrew R. J. Bonfield | | — | $— | $— | | Denise C. Johnson | | — | $— | $— | | Bob De Lange | | — | $— | $— | | Joseph E. Creed | RIP | 13.58 | $197,483 | $— | | (1) Upon his initial hire with Solar Turbines Inc, a wholly owned subsidiary of Caterpillar, on July 7, 1980, Mr. Umpleby became eligible to participate in the Solar Turbines Inc. Retirement Plan (Solar RP) and the Solar Turbines Incorporated Managerial Retirement Objective Plan (Solar MRO). Mr. Creed participates in the Caterpillar, Inc. Retirement Income Plan (RIP). The Solar RP was merged into RIP as of January 1, 2015; however, all benefit and eligibility provisions of Solar RP remain unchanged. The RIP is a noncontributory U.S. qualified defined benefit pension plan and the Solar MRO is a U.S. non-qualified pension plan. Mr. Bonfield, Ms. Johnson and Mr. De Lange do not participate in a pension plan. (2) Mr. Umpleby has more than 42 years of service with the Company and meets the early retirement eligibility requirement of age 55 with at least ten years of service. The Solar RP was merged into RIP as of January 1, 2015; however, all benefit and eligibility provisions of Solar RP remain unchanged. The total benefit formula for the Solar RP is 60 percent of final average salary prorated for years of service less than 25 minus 65 percent of the monthly Social Security benefit. Final average salary is the average base salary for the highest consecutive 36-month period during the 120-month period prior to the determination date. The Solar MRO provides a benefit under the same benefit formula but includes base salary and annual cash incentive pay. Amounts payable under both Solar RP and Solar MRO are based upon a maximum of 25 years of service. Mr. Creed has more than 25 years of service with the Company. The Traditional benefit formula for the RIP is 1.5 percent of final average salary times years of service as of the freeze date of the plan (up to 35). Final average salary is the average base and incentive salary for the 5 highest 12-month periods during the 120-month period prior to the determination date. Mr. Creed does not currently meet early retirement eligibility requirement criteria as defined under RIP but would be eligible upon attainment of 30 years of service or age 55, whichever comes first. The employees’ annual retirement income benefits under the RIP and Solar RP are restricted by the Internal Revenue Code limitations and the excess benefit is paid from the Solar MRO for Mr. Umpleby. Solar MRO is not funded. (3) The present value of accumulated benefits payable is determined assuming commencement on the NEO’s earliest unreduced retirement date using a discount rate of 5.35% and the PRI-2012 White Collar separate annuitant and non-annuitant mortality table with a load factor of 93.6% and projected forward using Scale MP-2021 fully generational. Mr. Umpleby satisfies the plans’ unreduced early retirement criteria, attainment of age 62 with at least 10 years of service. Mr. Creed does not satisfy unreduced early retirement criteria; his benefit is valued at his normal retirement age. (4) Mr. Umpleby’s pension benefit is based on the average of the highest consecutive 36 months of pensionable earnings in the 120-month period prior to the determination date of December 31, 2019, the date on which the Solar RP and Solar MRO were frozen for all sunset employees. Mr. Creed’s pension benefit under RIP is based on the average of the 5 highest 12-month periods within the 120-month period preceding the determination date of December 31, 2010, the date on which RIP was frozen for all non-sunset employees. Pensionable earnings under these plans include base salary and annual cash incentive pay. Although Mr. Umpleby and Mr. Creed no longer accrue additional benefits under these plans, the present value of the accumulated benefit as reported may increase or decrease each year based on the actuarial and interest rate assumptions used to calculate the benefits for financial reporting purposes. | | | | |

  84. 2022 NONQUALIFIED DEFERRED COMPENSATION

    2022 NONQUALIFIED DEFERRED COMPENSATION The “2022 Nonqualified Deferred Compensation” table describes unfunded, non-qualified deferred compensation plans that permit the deferral of salary, bonus and short-term cash performance awards by NEOs. These plans also provide for matching and/or annual non-elective contributions by the Company. NEOs are eligible to receive the amount in their deferred compensation accounts following termination under any termination scenario unless the NEO elected to further defer the payment as permitted by the plans.

  85. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name(1) | Executive Contributions in 2022(2) | Registrant Contributions in 2022(2) | Aggregate Earnings in 2022(3) | Aggregate Balance At 12/31/2022(4) | | D. James Umpleby III | SDCP | $370,529 | $437,904 | $472,128 | $9,961,511 | | | SEIP | $— | $— | $(10,773) | $54,373 | | | DEIP | $— | $— | $(659,160) | $5,427,873 | | Andrew R. J. Bonfield | SDCP | $175,908 | $148,651 | $(97,181) | $823,424 | | Denise C. Johnson | SDCP | $140,612 | $168,430 | $941,851 | $6,089,022 | | Bob De Lange | SDCP | $137,331 | $162,236 | $177,431 | $1,808,149 | | Joseph E. Creed | SDCP | $97,484 | $116,234 | $240,345 | $1,577,752 | | (1) The Supplemental Deferred Compensation Plan (SDCP) is a non-qualified deferred compensation plan, which effectively replaced the Supplemental Employees’ Investment Plan (SEIP) and Deferred Employees’ Investment Plan (DEIP). (2) SDCP allows eligible U.S. employees, including all NEOs, to voluntarily defer a portion of their base salary and annual incentive pay into the plan and receive a Company matching contribution. Amounts deferred by executives in 2022 for base salary and annual incentive pay are included in the “2022 Summary Compensation Table.” Eligible U.S. employees, including all NEOs, also receive an annual non-elective contribution to SDCP by the Company regardless of employee deferrals. Annual non-elective contributions and/or matching contributions to SDCP made by Caterpillar in 2022 are included in the “2022 All Other Compensation Table” under the “Company Contributions SDCP” column. SDCP participants may elect to receive a lump sum payment, or installment payments payable for up to 15 years, following their separation from service. (3) Aggregate earnings comprise interest, dividends, capital gains and appreciation/depreciation of notional investment results. The investment choices available to the participant mirror those of the Company’s 401(k) plans. (4) Amounts in this column include the following amounts that have been reported in the “Summary Compensation Table” for the years 2020–2022 as follows: Mr. Umpleby $2,054,986, Mr. Bonfield $842,048, Ms. Johnson $1,072,979, Mr. De Lange $838,512, Mr. Creed $423,282. | | | | | |

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Except for customary provisions in employee compensation plans or as required by law, there are no pre-existing severance or change in control agreements with the NEOs. The following is a summary of the compensation that would become payable under the existing compensation plans if an NEO’s employment had terminated on December 31, 2022, in each of the following scenarios: ■ Voluntary Separation, including retirement that does not qualify as Long-Service Separation ■ Long-Service Separation (separation after age 55 with five or more years of Company service) ■ Termination for Cause ■ Termination without Cause or for Good Reason within one year following a change in control (termination following CIC)

  87. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EQUITY AWARDS | | | Voluntary Separation | ■ Stock Options: Vested awards are exercisable until the earlier of the expiration date or 60 days from the separation date; unvested awards are forfeited | | | ■ PRSUs: Unvested awards are forfeited | | Long-Service Separation | ■ Stock Options granted in 2016: Remain exercisable for the remaining term of the award | | | ■ Stock Options granted in 2017 and after: Vest over the normal vesting schedule and become exercisable for the remaining term of the award | | | ■ PRSUs: Remain outstanding and vest if and to the extent performance goal is achieved | | Termination for Cause | ■ Stock Options: Vested but unexercised awards and unvested awards are forfeited | | | ■ PRSUs: Unvested awards are forfeited | | Termination following CIC | ■ Stock Options: Vest and become immediately exercisable for remaining term of the award | | | ■ PRSUs: Accelerated vesting of outstanding awards | | ANNUAL INCENTIVE AWARDS | | | Voluntary Separation | ■ Payment is forfeited | | Long-Service Separation | ■ Payment for a pro-rated service period based on actual results | | Termination for Cause | ■ Payment is forfeited | | Termination following CIC | ■ Payment for a pro-rated service period assuming achievement of target opportunity |

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  89. TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL

    TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL The following tabular information quantifies certain payments that would become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2022. The information is provided relative to the NEO’s compensation and service levels as of the date specified. If applicable, they are based on the Company’s closing stock price on December 30, 2022.

  90. TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL

    | Name | Termination Scenario(1) | Equity Awards | | Annual Incentive(4) | Total | | | | Stock Options(2) | PRSUs/ RSUs(3) | | | | D. James Umpleby III | Voluntary Separation | $16,123,519 | $30,060,708 | $4,614,800 | $50,799,027 | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $16,123,519 | $30,060,708 | $2,953,425 | $49,137,652 | | Andrew R. J. Bonfield | Voluntary Separation | $— | $— | $— | $— | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $5,019,358 | $9,266,899 | $1,015,080 | $15,301,337 | | Denise C. Johnson | Voluntary Separation | $4,789,198 | $8,876,657 | $1,544,800 | $15,210,655 | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $4,789,198 | $8,876,657 | $1,009,157 | $14,675,012 | | Bob De Lange | Voluntary Separation | $— | $— | $— | $— | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $4,777,477 | $8,820,120 | $945,268 | $14,542,865 | | Joseph E. Creed | Voluntary Separation | $— | $— | $— | $— | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $2,981,862 | $6,319,832 | $807,985 | $10,109,679 | | (1) If a NEO qualifies for Long-Service Separation and voluntarily separates from the company, Long-Service Separation rules will apply. In 2022, Mr. Umpleby and Ms. Johnson qualified for Long-Service Separation and would therefore receive the amounts reported under “Voluntary Separation.” (2) For valuation purposes, as of December 31, 2022, the option exercise price was lower than the year-end closing price of $239.56 for all outstanding options. The 2020, 2021 and 2022 grants were not fully vested as of December 31, 2022. (3) The valuation shown is based on the number of PRSUs and RSUs, including any applicable DEUs, that would vest multiplied by the closing price of Caterpillar common stock on December 30, 2022, which was $239.56 per share. (4) The AIP provisions limit the payout to a maximum of $15.0 million per participant in any single year. Amounts shown for “Termination following CIC” represent the target payout available under the AIP. | | | | | |

  91. CEO PAY RATIO

    CEO PAY RATIO The Company is providing the following disclosure about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Umpleby, the Chairman and CEO. To better understand this disclosure, it is important to emphasize that the Company’s compensation programs are designed to reflect local market practices across our global operations. The Company strives to create a competitive global compensation program in terms of both the position and the geographic location in which Caterpillar employees are located. As a result, the Company’s compensation programs vary among each local market to provide for a competitive compensation package. ■ The median annual total compensation of all Caterpillar employees, other than Mr. Umpleby, was $56,930. ■ Mr. Umpleby’s annual total compensation, as reported in the Summary Compensation Table, was $20,607,600. ■ The ratio of Mr. Umpleby’s annual total compensation compared to the median of the annual total compensation of all employees was 362 to 1. A new median employee was identified by including all full-and part-time employees as of October 1, 2022, of which approximately 44 percent were in the U.S. and 56 percent were outside the U.S. The Company did not exclude any of its employees when determining the employee population from which to identify the median employee. For purposes of identifying the Company’s median employee, the Company considered the base salary and annual cash incentive. Base salary and annual cash incentive were chosen because (i) they represent the principal forms of compensation delivered to all employees and (ii) this information is readily available in each country. In addition, compensation was measured using the 12-month period ending December 31, 2022. The Company’s median employee’s total compensation for 2022 was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules.

  92. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” as determined under SEC requirements to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with Company’s performance, see the Compensation Discussion and Analysis.

  93. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  94. PAY VERSUS PERFORMANCE TABLE

    | Year(1) | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | SCT Total Compensation for CEO | Compensation Actually Paid(2) to CEO | Average SCT Total Compensation for Other NEOs | Average Compensation Actually Paid(2) to Other NEOs | Cumulative TSR(3) | Cumulative Peer Group TSR (S&P 500 Industrials)(3) | Net Income | Return on Equity(4) | | 2022 | $20,607,600 | $25,529,692 | $6,610,827 | $9,756,542 | $174.60 | $127.15 | $6,705m | 45.3% | | 2021 | $24,298,032 | $25,003,543 | $7,610,248 | $9,775,102 | $147.22 | $134.52 | $6,489m | 37.2% | | 2020 | $13,676,551 | $22,734,659 | $4,749,102 | $8,894,074 | $126.97 | $111.06 | $2,998m | 24.0% | | (1) For each covered year, D. James Umpleby III served as our Chief Executive Officer. For 2022 and 2021, our other Named Executive Officers were Andrew Bonfield, Denise Johnson, Bob De Lange and Joe Creed and, for 2020, our other Named Executive Officers were Andrew Bonfield, William Ainsworth, Bob De Lange and Denise Johnson. (2) Amounts reported in this column are based on total compensation reported for our CEO and for other NEOs, respectively, in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. | | | | | | | | |

  95. PAY VERSUS PERFORMANCE TABLE

    | | | SCT Total Compensation | Grant Date fair value of current year grants as disclosed in the SCT | Year-End fair value of awards granted in current year and unvested at year-end | Vest Date fair value of awards granted and vested in current year | Change in fair value of awards granted in prior years and unvested at year-end | Change in fair value of awards granted in prior years and vested in current year | Prior Year-End fair value of any awards forfeited during current year | Compensation Actually Paid | | 2022 | CEO(1) | $20,607,600 | $(13,499,951) | $8,316,746 | $6,837,116 | $1,492,890 | $1,775,291 | $0 | $25,529,692 | | | NEO Average(1) | $6,610,827 | $(3,874,981) | $4,864,143 | $468,465 | $1,539,808 | $148,280 | $0 | $9,756,542 | | 2021 | CEO(1) | $24,298,032 | $(17,499,992) | $8,357,495 | $7,294,993 | $1,362,453 | $1,190,562 | $0 | $25,003,543 | | | NEO Average(1) | $7,610,248 | $(5,075,011) | $4,093,237 | $556,254 | $1,043,735 | $1,546,639 | $0 | $9,775,102 | | 2020 | CEO(1) | $13,676,551 | $(11,799,969) | $8,605,145 | $8,872,914 | $1,598,662 | $1,781,356 | $0 | $22,734,659 | | | NEO Average(1) | $4,749,102 | $(3,799,993) | $5,991,911 | $789,536 | $1,341,267 | $(177,749) | $0 | $8,894,074 |

  96. PAY VERSUS PERFORMANCE TABLE

    | (3) Total shareholder return amounts assume an initial investment of $100 on December 31, 2019. (4) In accordance with SEC rules, the Company is required to include in the Pay Versus Performance Table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined Return on Equity, which is a metric included in our incentive program, meets this requirement, and therefore, we have included this performance measure in the Pay Versus Performance Table. See page 53 for information regarding adjustments made to ROE. |

  97. PAY VERSUS PERFORMANCE TABLE

    The graphs below provide descriptions of the relationship between compensation actually paid (CAP) to our CEO and the average of the CAP to our other NEOs and our total shareholder return (TSR), net income and ROE for the period indicated. In addition, the first graph below describes the relationship between Caterpillar’s TSR and our peer group’s TSR (S&P 500 Industrials) for the period indicated. COMPANY’S MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES The following are the most important financial performance measures (shown in alphabetical order), as determined by the Company, that link compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year.

  98. PAY VERSUS PERFORMANCE TABLE

    | Most Important Financial Measures | | | Adjusted Profit Per Share | Enterprise Services Revenues | | Enterprise Operating Profit Margin | Relative Average TSR | | Enterprise Operating Profit | Return on Equity | | Enterprise Operating Profit After Capital Charge (OPACC) | |