DEF 14A of Deere & Co, Jan 10, 2024

DEF 14A of Deere & Co

Filed Jan 10, 2024 · FY20230001558370-24-000170

Open on EDGAR

  1. Fiscal 2023 Executive Compensation Highlights

    | Summary Compensation Table Elements | Salary | STI | LTIC | Performance Stock Units | Restricted Stock Units and Stock Options | Retirement and Other Compensation | Total | | Chairman and CEO | | | | | | | | | Fixed, Time-Based, Performance-Based | Fixed 6% | Performance-Based 53% | | | Time-Based 37% | Other 4% | 100% | | Short-Term vs. Long-Term | Short-Term 28% | | Long-Term 72% | | | | 100% | | Compensation | $1,591,674 | $5,911,159 | $2,001,898 | $6,349,878 | $9,828,231 | $1,039,679 | $26,722,519 | | % Of Total | 6% | 22% | 7% | 24% | 37% | 4% | 100% | | Average Other NEO(1) | | | | | | | | | Fixed, Time-Based, Performance-Based | Fixed 14% | Performance-Based 56% | | | Time-Based 26% | Other 4% | 100% | | Short-Term vs. Long-Term | Short-Term 40% | | Long-Term 60% | | | | 100% | | Compensation | $890,790 | $1,652,701 | $863,848 | $1,098,895 | $1,700,932 | $221,295 | $6,428,461 | | % Of Total | 14% | 26% | 13% | 17% | 26% | 4% | 100% |

  2. Annual Election of Directors

    Annual Election of Directors

  3. Annual Election of Directors

    | The Board of Directors unanimously recommends that you vote FOR each of the 11 director nominees. |

  4. Annual Election of Directors

    | 2024 PROXY STATEMENT | 13 |

  5. Annual Election of Directors

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  6. How We Identify and Evaluate Director Nominees

    How We Identify and Evaluate Director Nominees The Corporate Governance Committee of the Board is responsible for screening candidates and recommending director nominees to the full Board. The Board nominates the slate of directors for election at each Annual Meeting of Shareholders and elects directors to fill vacancies or newly created Board seats. The Corporate Governance Committee considers candidates recommended by shareholders, directors, officers, and third-party search firms. Third-party search firms may be used to identify and provide information on director candidates. If you wish to nominate a director, please review the procedures described in the Additional Information section under “2025 Shareholder Proposals and Nominations” in this Proxy Statement. The Corporate Governance Committee evaluates all candidates in the same manner, regardless of the source of the recommendation. Deere’s Corporate Governance Policies, which are described in the “Corporate Governance” section of this Proxy Statement, establish the general criteria and framework for assessing director candidates. In particular, the Corporate Governance Committee considers each nominee’s skills, experience, international versus domestic background, age, and race, ethnicity, and gender diversity, as well as legal and regulatory requirements and the particular needs of the Board at the time. The Committee also considers qualitative criteria, such as alignment with Deere’s core values, when evaluating director candidates. The Committee assesses all these criteria when considering information about the nominee provided by the proponent, the nominee, third parties, and other sources. In addition, the Board assesses the diversity of its members and nominees as part of its annual performance evaluation by considering, among other factors, diversity in expertise, experience, background, ethnicity, race, and gender. We believe a Board composed of members with complementary skills, qualifications, experiences, and attributes is best equipped to meet its responsibilities effectively. Any director who experiences a material change in occupation, career, or principal business activity, including retirement, must tender a resignation to the Board. Upon recommendation from the Corporate Governance Committee, the Board may decline to accept any such resignation. Directors must retire from the Board upon the first Annual Meeting of Shareholders after reaching the age of 75, except as approved by the Board.

  7. Director Nominees

    Director Nominees The Corporate Governance Committee has recommended, and the Board has nominated, each of Leanne G. Caret, Tamra A. Erwin, Alan C. Heuberger, L. Neil Hunn, Michael O. Johanns, Clayton M. Jones, John C. May, Gregory R. Page, Sherry M. Smith, Dmitri L. Stockton, and Sheila G. Talton to be elected for terms expiring at the Annual Meeting in 2025. Charles O. Holliday, Jr., currently our Presiding Director, will retire from the Board effective as of the Annual Meeting in accordance with our Corporate Governance Policies. Effective with his retirement, the size of the Board will be reduced to 11 directors. We are confident that this talented slate of nominees will continue to provide exceptional oversight and leadership in the year ahead. We discuss the nominees’ professional backgrounds and qualifications in the brief biographies that follow. Based on these qualifications and skills, the Board has concluded that each of these nominees should serve on Deere’s Board of Directors.

  8. Board Diversity

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

  9. Board Diversity

    | 14 | 2024 PROXY STATEMENT |

  10. Board Diversity

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  11. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

  12. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | | Skill / Qualification | CARET | ERWIN | HEUBERGER | HUNN | JOHANNS | JONES | MAY | PAGE | SMITH | STOCKTON | TALTON | | | Executive Experience Directors with significant leadership experience enhance the board’s ability to oversee company leadership and offer insight into corporate strategy, culture, and leading a large organization | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Manufacturing Experience Directors who have worked with manufacturing organizations understand industry challenges and offer valuable perspective for product development and manufacturing operations | ■ | | | | | ■ | ■ | ■ | | | | | | INTERNATIONAL EXPERIENCE Directors with international experience understand diverse business environments, cultural perspectives, and economic conditions that can present challenges in global business operations, trade, and commerce | ■ | ■ | | | ■ | ■ | ■ | ■ | | ■ | ■ | | | GOVERNMENT / ACADEMIC EXPERIENCE Directors with experience in government or academia offer thought leadership on regulatory issues, government affairs, and present-day issues affecting business | | ■ | | | ■ | | | | | | | | | AGRICULTURE EXPERIENCE Directors who have experience in agriculture understand the impact of growing conditions and economic factors on the industry and offer insights on strategy for business operations | | | ■ | | ■ | | ■ | ■ | | | | | | TECHNOLOGY & INNOVATION experience Directors with expertise in technology fields offer insights on technology innovations, digital solutions, innovative business models, data analytics, e-commerce applications, and cybersecurity risks | ■ | ■ | | ■ | | ■ | ■ | | | | ■ | | | FINANCE EXPERIENCE Directors with financial expertise enhance oversight of financial reporting and control, financial performance and shareholder returns, and long-term strategy | ◯ | ■ | ◯ | ■ | | ◯ | | ◯ | ◯ | ■ | | | | RISK MANAGEMENT EXPERIENCE Directors with experience managing risks in business operations enhance oversight into evaluating, tracking, and mitigating the most significant risks facing the company | ■ | | ■ | ■ | | | | | ■ | ■ | ■ | | | CORPORATE GOVERNANCE EXPERIENCE Directors with experience in corporate governance through previous board experience or executive employment understand the function of a board and offer insights into governance best practices | | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | | | Gender | | | | | | | | | | | | | | Female | ■ | ■ | | | | | | | ■ | | ■ | | | Male | | | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | | | | Race / Ethnicity | | | | | | | | | | | | | | black or African American | | | | | | | | | | ■ | ■ | | | white | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | |

  13. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    ◯ = Audit committee financial expert under SEC rules

  14. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2024 PROXY STATEMENT | 15 |

  15. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  16. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | LEANNE G. CARET | | Independent I Director Since: 2021 I Age: 57 | | Committees: Audit Review (Chair), Executive, Finance | Retired Executive Vice President and Senior Advisor of The Boeing Company and Former President and Chief Executive Officer of Boeing Defense, Space & Security | | | | Past Positions at The Boeing Company (aircraft, defense, intelligence and satellite systems and services, and related financing) | | | | ◾ Executive Vice President and Senior Advisor – April 2022 to December 2022 ◾ Executive Vice President and President and Chief Executive Officer of Boeing Defense, Space & Security – 2016 to March 2022 ◾ President, Global Services & Support – 2015 to 2016 ◾ Chief Financial Officer and Vice President, Finance, Defense, Space & Security – 2014 to 2015 | ◾ Vice President and General Manager, Vertical Lift – 2013 to 2014 ◾ Vice President, H-47 Programs, Vertical Lift – 2009 to 2013 ◾ General Manager, Global Transport & Executive Systems – 1998 to 2009 Other Current Directorships ◾ Raytheon Technologies Corporation (RTX) |

  17. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | Key Experience and Qualifications ◾ Strong leader in manufacturing and high-technology industries. Draws upon her experience as Executive Vice President of The Boeing Company, President and Chief Executive Officer of Boeing Defense, Space & Security, and as an officer of other global operations. ◾ Varied functional experiences in global business operations. Practical experience in global supply chain operations, financial management, investor relations, business acquisitions and integrations, government contracting, diversity and inclusion strategies, and other areas of oversight developed from serving as an executive officer of The Boeing Company. ◾ Valuable perspective on robust application of technology. Over 25 years of experience in digital engineering and advanced manufacturing solutions, the development of advanced and new technologies, highly complex and integrated systems, and automation. |

  18. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | TAMRA A. ERWIN | | Independent I Director Since: 2020 I Age: 59 | | Committees: Compensation, Corporate Governance | Retired Senior Advisor of Verizon Communications Inc. and Former Executive Vice President and Group Chief Executive Officer of Verizon Business Group | | | | Past Positions at Verizon Communications Inc. (communications, information, and entertainment products and services) | | | | ◾ Senior Advisor to the Chief Executive Officer – July 2022 to September 2022 ◾ Executive Vice President and Group Chief Executive Officer of Verizon Business Group – 2019 to June 2022 ◾ Executive Vice President and Chief Operating Officer, Verizon Wireless Group – 2016 to 2019 ◾ Group President, Consumer and Mass Business Markets Sales and Service – 2015 to 2016 | ◾ President, National Operations, Wireline/Consumer and Mass Business Markets – 2013 to 2015 ◾ Corporate Chief Marketing Officer – 2012 to 2013 ◾ President, West Area – 2008 to 2011 Other Current Directorships ◾ F5, Inc. (FFIV) |

  19. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | Key Experience and Qualifications ◾ Demonstrated leader with a multi-disciplinary background. Leverages her experience as a senior executive and as Executive Vice President, Chief Executive Officer, and Chief Operating Officer of Verizon Group businesses. ◾ Extensive understanding of product and service development. Widespread experience includes customer service operations and support, customer relations, marketing, sales, strategic planning, and human resources developed from her service as an executive officer of Verizon Communications Inc. ◾ Significant experience integrating advanced communications and technology. Demonstrated fluency with scaling innovative technology products and services, enabling connectivity, and driving transformation across complex organizations. |

  20. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 16 | 2024 PROXY STATEMENT |

  21. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  22. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | ALAN c. heuberger | | Independent I Director Since: 2016 I Age: 50 | | Committees: Audit Review, Finance | Senior Investment Manager, Cascade Asset Management Company (formerly BMGI) (since 2021) | | | | Past Positions at BMGI (private investment management) | | | | ◾ Senior Manager — 2004 to 2021 | ◾ Investment Analyst — 1996 to 2004 | | Key Experience and Qualifications ◾ Leadership in investment management industry. Over 25 years of experience in the investment management industry including in his current role as a Senior Investment Manager of Cascade Asset Management Company. ◾ Financial expertise and experience in governance, strategy, and other areas of oversight. Broad oversight experience from service as a member of the boards of directors and advisors of various asset management entities and privately-held corporations. ◾ Strategic thinker with agriculture industry knowledge. Deep familiarity with the agricultural industry through his analysis of investments, asset management, finance, and economics. | | |

  23. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | L. NEIL HUNN | | Independent I Director Since: 2023 I Age: 51 | | Committees: Compensation, Finance | President and Chief Executive Officer, Roper Technologies, Inc. (software, services, technology-enabled products and solutions) (since 2018) | | | | Past Positions ◾ Executive Vice President and Chief Operating Officer of Roper — 2017 to 2018 ◾ Group Vice President — 2011 to 2018 ◾ President of MedAssets, Inc. revenue cycle technology business — 2009 to 2011 ◾ Executive Vice President and Chief Financial Officer of MedAssets, Inc. (Software-as-a-Service (SaaS)) — 2007 to 2010 | Other Current Directorships ◾ Roper Technologies, Inc. (ROP) | | Key Experience and Qualifications ◾ Executive leadership in the technology industry. Draws upon his service as President and Chief Executive Officer of Roper Technologies, Inc. and as an officer of other technology and consulting companies. ◾ Deep expertise in innovative technologies. Over two decades of experience in software, technology, and technology-enabled products. ◾ Experience executing business model transformation. Extensive understanding of capital deployment and management talent development to drive structural change, alongside his deep expertise in technology, SaaS businesses, and cybersecurity. | | |

  24. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2024 PROXY STATEMENT | 17 |

  25. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  26. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | MICHAEL O. JOHANNS | | Independent I Director Since: 2015 I Age: 73 | | Committees: Compensation, Corporate Governance | Retired U.S. Senator from Nebraska and former U.S. Secretary of Agriculture | | | | Past Positions ◾ United States Senator from Nebraska — 2009 to 2015 ◾ United States Secretary of Agriculture — 2005 to 2007 ◾ Governor of Nebraska — 1999 to 2005 | Other Current Directorships ◾ Corteva, Inc. (CTVA) | | Key Experience and Qualifications ◾ Leadership through public service. Over 15 years of leadership experience in state and federal government, including serving as Governor of Nebraska and the U.S. Secretary of Agriculture. ◾ Knowledge from cross-disciplinary legal experience. Understands complexities of law, governance, and regulatory issues from serving as a partner of a law firm and a member of the U.S. Senate and various Senate committees. ◾ Deep understanding of agricultural industry and related market forces. Leverages his background in agriculture and understanding of banking, commerce, and foreign trade to offer insightful perspective to our Board. | | |

  27. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | CLAYTON M. JONES | | Independent I Director Since: 2007 I Age: 74 | | Committees: Corporate Governance (Chair), Audit Review, Executive | Retired Chairman and Chief Executive Officer of Rockwell Collins, Inc. | | | | Past Positions at Rockwell Collins, Inc. (aviation electronics and communications) ◾ Chairman — 2013 to 2014 ◾ Chairman and Chief Executive Officer — 2012 to 2013 ◾ Chairman, President, and Chief Executive Officer — 2002 to 2012 | Other Current Directorships ◾ Motorola Solutions, Inc. (MSI) Previous Directorships ◾ Cardinal Health, Inc. (CAH) | | Key Experience and Qualifications ◾ Extensive leadership experience. Draws upon his leadership experience as Chairman and Chief Executive Officer of Rockwell Collins, Inc. ◾ Broad oversight experience from board service. Experience in oversight of corporate governance, finance, compensation, and other areas from service as a member of the boards of directors of global corporations. ◾ Critical thinker with informative perspective. Leverages his experience with technology, government affairs, finance, marketing, and sustainability to provide valuable insights. | | |

  28. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 18 | 2024 PROXY STATEMENT |

  29. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  30. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | JOHN C. MAY | | Director Since: 2019 I Age: 54 | | Committees: Executive (Chair) | Chairman, Chief Executive Officer, and President of Deere & Company (since 2020) | | | | Past Positions at Deere & Company | | | | ◾ Chief Executive Officer and President — November 2019 to May 2020 ◾ President and Chief Operating Officer — April 2019 to November 2019 ◾ President, Worldwide Agriculture & Turf Division, Global Harvesting and Turf Platforms, Ag Solutions (Americas and Australia) — 2018 to 2019 ◾ President, Agricultural Solutions & Chief Information Officer — 2012 to 2018 | ◾ Vice President, Agriculture & Turf Global Platform, Turf & Utility — 2009 to 2012 ◾ Factory Manager, John Deere Dubuque Works — 2007 to 2009 ◾ Director, China Operations — 2004 to 2007 Other Current Directorships ◾ Ford Motor Company (F) | | Key Experience and Qualifications ◾ Engaged and innovative leader who exemplifies our Smart Industrial Operating Model. Fifteen years of key leadership roles at Deere position him to lead the execution of our strategy, accelerate the integration of advanced technology with Deere’s legacy of manufacturing excellence, and provide the board with in-depth visibility into these matters. ◾ Visionary with deep business and industry expertise. Draws upon his experience with Deere’s businesses including his management of our global operations and his knowledge of precision agriculture and information technology in leading Deere toward the future. ◾ Extensive familiarity with Deere operations. Leverages his understanding of the complexities of Deere’s global operation through his knowledge in the areas of leadership, manufacturing, and information technology, among others, to offer critical insight and perspective to our Board. | | |

  31. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | GREGORY R. PAGE | | Independent I Director Since: 2013 I Age: 72 | | Committees: Finance (Chair), Audit Review, Executive | Chairman of Corteva, Inc. (agricultural seeds, crop protection products, and digital solutions) (since 2019) | | | | Past Positions at Cargill, Incorporated (agricultural, food, financial, and industrial products and services) ◾ Executive Director — 2015 to 2016 ◾ Executive Chairman — 2013 to 2015 ◾ Chairman and Chief Executive Officer — 2011 to 2013 ◾ Chairman, Chief Executive Officer, and President — 2007 to 2011 | Other Current Directorships ◾ Corteva, Inc. (CTVA) ◾ Eaton Corporation plc (ETN) ◾ 3M Company (MMM) | | Key Experience and Qualifications ◾ Executive and agricultural industry leader. Demonstrated leadership through his service as Chairman of Corteva, Inc. and Chairman and Chief Executive Officer of Cargill, Incorporated. ◾ Extensive oversight experience from board service. Experience in oversight of auditing, financial reporting, corporate governance, and sustainability from service as a member of the boards of directors of global public corporations. ◾ Robust perspective on the agricultural economy. Leverages his experience with commodities, agriculture, operating processes, finance, and economics to provide beneficial viewpoints. | | |

  32. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2024 PROXY STATEMENT | 19 |

  33. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  34. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | SHERRY M. SMITH | | Independent I Director Since: 2011 I Age: 62 | | Committees: Audit Review, Finance | Former Executive Vice President and Chief Financial Officer of SuperValu Inc. | | | | Past Positions at SuperValu Inc. (retail and wholesale grocery and retail general merchandise products) ◾ Executive Vice President and Chief Financial Officer — 2010 to 2013 ◾ Senior Vice President, Finance — 2005 to 2010 ◾ Senior Vice President, Finance and Treasurer — 2002 to 2005 | Other Current Directorships ◾ Anywhere Real Estate Inc. (HOUS) ◾ Piper Sandler Companies (PIPR) Previous Directorships ◾ Tuesday Morning Corp. (TUEMQ) | | Key Experience and Qualifications ◾ Demonstrated leader with financial acumen and expertise. Leverages her leadership skills from her service as a senior executive and as Chief Financial Officer of SuperValu Inc. ◾ Breadth of oversight experience from board service. Experience in auditing, finance, accounting, compensation, strategic planning, and other areas of oversight gleaned while serving as a member of the boards of directors of public corporations. ◾ Valuable knowledge from agricultural background and business experience. Over two decades of experience with a wholesale grocery corporation and her family farming background enables her comprehension of finance, accounting, and food and supply chain management. | | |

  35. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | DMITRI L. STOCKTON | | Independent I Director Since: 2015 I Age: 59 | | Committees: Compensation (Chair), Finance, Executive | Retired Special Advisor to Chairman and Senior Vice President of General Electric Company and Former Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated | | | | Past Positions ◾ Special Advisor to the Chairman and Senior Vice President of GE (power and water, aviation, oil and gas, healthcare, appliances and lighting, energy management, transportation) — 2016 to 2017 ◾ Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated (global investments) and Senior Vice President of General Electric Company — 2011 to 2016 ◾ President and Chief Executive Officer of GE Capital Global Banking and Senior Vice President of General Electric Company — 2008 to 2011 | Other Current Directorships ◾ Ryder System, Inc. (R) ◾ Target Corporation (TGT) ◾ WestRock Company (WRK) Previous Directorships ◾ Stanley Black & Decker, Inc. (SWK) |

  36. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | Key Experience and Qualifications ◾ Proven leader with breadth of experience in finance. Over 15 years of leadership experience through his service as Chairman, President, and Chief Executive Officer of GE Asset Management Incorporated and as a senior leader of other business operations. ◾ Deep corporate governance and board oversight experience. Experience with the oversight of risk management, governance, and regulatory compliance from serving as a member of the boards of directors and trustees of global asset management, investment, and employee benefit entities. ◾ Critical thinker with relevant industry experience. Strategically applies his subject matter knowledge of finance, banking, and asset management to offer valuable insights. |

  37. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 20 | 2024 PROXY STATEMENT |

  38. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  39. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | SHEILA G. TALTON | | Independent I Director Since: 2015 I Age: 71 | | Committees: Compensation, Corporate Governance | President and Chief Executive Officer of Gray Matter Analytics (healthcare analytics for healthcare providers, payers, and pharma companies) (since 2013) | | | | Past Positions ◾ President and Chief Executive Officer of SGT Ltd. (strategy and technology consulting services) — 2011 to 2013 ◾ Vice President of Cisco Systems, Inc. (information technology and solutions) — 2008 to 2011 | Other Current Directorships ◾ OGE Energy Corp. (OGE) ◾ Sysco Corporation (SYY) Previous Directorships ◾ Wintrust Financial Corporation (WTFC) | | Key Experience and Qualifications ◾ Strong leader with a dedicated tenure in the technology industry. Draws upon her experience as President and Chief Executive Officer of Gray Matter Analytics and as an officer of other global technology and consulting firms. ◾ Extensive experience with board oversight areas of focus. Experience with compensation, governance, risk management, and other areas developed from service as a member of the boards of directors of global public corporations. ◾ Valuable perspective on the application of technology. Leverages over 15 years of experience in technology industries to provide insights on data analytics and global strategies. | | |

  40. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2024 PROXY STATEMENT | 21 |

  41. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  42. Compensation of Directors

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

  43. Compensation of Directors

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

  44. Compensation of Directors

    We pay nonemployee directors an annual retainer. In addition, committee chairs and the Presiding Director receive fees for performing those responsibilities. Directors who are employees receive no additional compensation for serving on the Board. We do not pay committee member retainers or meeting fees. We do reimburse directors for expenses related to meeting attendance. To supplement their cash compensation and align their interests with those of our shareholders, nonemployee directors are awarded restricted stock units (“RSUs”) after each Annual Meeting. A person who serves a partial term as a nonemployee director will receive a prorated retainer and a prorated RSU award. Compensation for nonemployee directors is reviewed every year by the Corporate Governance Committee. Management reviews trends in director compensation and data regarding the amounts and types of compensation paid to nonemployee directors at the companies in Deere’s compensation peer group and presents this information to the Corporate Governance Committee. All decisions regarding nonemployee director compensation are recommended by the Corporate Governance Committee and approved by the Board. At its August 2022 meeting, the Board approved compensation as noted below for nonemployee directors as recommended by the Corporate Governance Committee. The cash components and the equity component both became effective in October 2022. The Corporate Governance Committee reviewed compensation for nonemployee directors in August 2023 and did not recommend any changes. The following chart describes amounts we pay and the value of awards we grant to nonemployee directors:

  45. Compensation of Directors

    | Date Approved by the Board | August 2022 | | Effective Date of the Annual Amounts | October 2022 | | Retainer | $140,000 | | Equity Award | $165,000 | | Presiding Director Fee | $40,000 | | Audit Review Committee Chair Fee | $25,000 | | Compensation Committee Chair Fee | $25,000 | | Corporate Governance Committee Chair Fee | $20,000 | | Finance Committee Chair Fee | $15,000 |

  46. Compensation of Directors

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

  47. Compensation of Directors

    | CASH RETAINER | | STOCK OWNERSHIP REQUIREMENT 5X DIRECTOR’S ANNUAL CASH RETAINER |

  48. Compensation of Directors

    Our stock ownership guidelines require each nonemployee director to own Deere common stock equivalent in value to at least five times the director’s annual cash retainer. This ownership level must be achieved within five years of the date the director joins the Board. Restricted shares (regularly granted to nonemployee directors prior to 2008), RSUs, and any common stock held personally by the nonemployee director are included in determining whether the applicable ownership threshold has been reached. Each nonemployee director has achieved stockholdings in excess of the applicable multiple as of the date of this Proxy Statement or is within the five-year compliance period.

  49. Compensation of Directors

    | 22 | 2024 PROXY STATEMENT |

  50. Compensation of Directors

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  51. Compensation of Directors

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

  52. fiscal 2023 DIRECTOR COMPENSATION

    fiscal 2023 DIRECTOR COMPENSATION In fiscal 2023, we provided the following compensation to our nonemployee directors. The compensation of John C. May, Chairman of the Board, Chief Executive Officer, and President, is shown in the Fiscal 2023 Summary Compensation Table.

  53. fiscal 2023 DIRECTOR COMPENSATION

    | | | | Change in Pension | | | | | | Value and | | | | | | Nonqualified | | | | | | Deferred | | | | Fees Earned | | Compensation | | | Name | or Paid in Cash(1) | Stock Awards(2) | Earnings(3) | Total | | Leanne G. Caret | $154,583 | $164,962 | $— | $319,545 | | Tamra A. Erwin | $140,000 | $164,962 | $— | $304,962 | | Alan C. Heuberger | $140,000 | $164,962 | $— | $304,962 | | Charles O. Holliday, Jr. | $180,000 | $164,962 | $— | $344,962 | | L. Neil Hunn(4) | $35,000 | $98,824 | | $133,824 | | Michael O. Johanns | $140,000 | $164,962 | $— | $304,962 | | Clayton M. Jones | $160,000 | $164,962 | $— | $324,962 | | Gregory R. Page | $155,000 | $164,962 | $509 | $320,471 | | Sherry M. Smith | $150,417 | $164,962 | $1,415 | $316,793 | | Dmitri L. Stockton | $165,000 | $164,962 | $— | $329,962 | | Sheila G. Talton | $140,000 | $164,962 | $— | $304,962 |

  54. fiscal 2023 DIRECTOR COMPENSATION

    | (1) All fees earned in fiscal 2023 for services as a director, including committee chair and Presiding Director fees, whether paid in cash or deferred under the Nonemployee Director Deferred Compensation Plan, are included in this column. |

  55. fiscal 2023 DIRECTOR COMPENSATION

    | (2) Represents the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation and does not correspond to the actual value that will be realized by the nonemployee directors. The values in this column exclude the effect of estimated forfeitures. All grants are fully expensed in the fiscal year granted based on the grant price. For fiscal 2023, the grant date was March 1, 2023, and the grant price was $419.75 per RSU. |

  56. fiscal 2023 DIRECTOR COMPENSATION

    The nonemployee director grant date is seven calendar days after the Annual Meeting. These awards vest one year after grant date but are required to be held until retirement or certain other events. The assumptions made in valuing the RSUs reported in this column are discussed in Note 22, “Share-Based Compensation,” of our consolidated financial statements filed with the SEC as part of our annual report on Form 10-K for fiscal year 2023. The following table lists the cumulative restricted shares and RSUs held by the nonemployee directors as of October 29, 2023:

  57. fiscal 2023 DIRECTOR COMPENSATION

    | Name | Restricted Stock | RSUs | Name | Restricted Stock | RSUs | | Leanne G. Caret | — | 962 | Clayton M. Jones | 824 | 20,219 | | Tamra A. Erwin | — | 2,089 | Gregory R. Page | — | 10,671 | | Alan C. Heuberger | — | 5,754 | Sherry M. Smith | — | 12,821 | | Charles O. Holliday, Jr. | — | 4,399 | Dmitri L. Stockton | — | 7,965 | | L. Neil Hunn | — | 228 | Sheila G. Talton | — | 7,965 | | Michael O. Johanns | — | 8,481 | | | |

  58. fiscal 2023 DIRECTOR COMPENSATION

    | (3) Amounts included in this column represent the above-market earnings on any amounts deferred under the Nonemployee Director Deferred Compensation Plan resulting from investment options that were available through December 2016. (Current investment options for deferred compensation do not yield an above-market earnings rate.) Above-market earnings represent the difference between the interest rate used to calculate earnings under the applicable investment choice and 120% of the applicable federal long-term rate. Through December 2016, two investment choices were available for these deferrals: |

  59. fiscal 2023 DIRECTOR COMPENSATION

    | (a) An interest-bearing alternative that pays interest at the end of each calendar quarter (i) for amounts deferred between fiscal 2010 through December 2016, at a rate based on the Moody’s “A”-rated Corporate Bond Rate, and (ii) for amounts deferred prior to fiscal 2010, at a rate based on the prime rate as determined by the Federal Reserve Statistical Release plus 2%; and |

  60. fiscal 2023 DIRECTOR COMPENSATION

    | (b) An equity alternative denominated in units of Deere common stock that earns additional shares each quarter at the quarterly dividend rate on Deere common stock. |

  61. fiscal 2023 DIRECTOR COMPENSATION

    | (4) Mr. Hunn joined the Board effective August 1, 2023. His compensation amounts reflect a pro-rated retainer for the period from August 2023 through October 2023 and a pro-rated RSU award granted in August 2023. |

  62. fiscal 2023 DIRECTOR COMPENSATION

    | 2024 PROXY STATEMENT | 23 |

  63. fiscal 2023 DIRECTOR COMPENSATION

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  64. Security Ownership of Certain Beneficial Owners and Management

    | (6) See the Outstanding Equity Awards at Fiscal 2023 Year-End Table for additional information regarding equity ownership for NEOs. |

  65. Compensation Discussion and Analysis

    | (1) Mr. Rose joined the Company on October 31, 2022. Upon hire, Mr. Rose received an $840,000 cash signing bonus and will receive an additional $840,000 cash bonus in fiscal 2024. Mr. Rose did not receive a 2023 LTIC award. In consideration for equity awards forfeited from his previous employer, he received a $4.5 million make-whole equity grant comprised of time-based RSUs with 25% vesting after the second anniversary of the grant date and 75% vesting after the third anniversary of the grant date. |

  66. EXECUTIVE COMPENSATION Table of contents

    | executive compensation tables and other information | | | | | Executive Compensation Tables | 69 | Pay versus Performance Disclosure | 82 | | Pay Ratio Disclosure | 81 | Equity Compensation Plan Information | 86 |

  67. Financial Performance and Compensation Metrics

    | DRIVERS OF ONE-YEAR OROA, ROE, AND OROS(1) (STI) | DRIVERS OF THREE-YEAR SVA(1) (LTIC) | DRIVERS OF TSR (LTIC) AND REVENUE GROWTH (LTI) | | ◾ Operating margin focus ◾ Disciplined asset management ◾ Efficient use of equity ◾ Near-term business execution ◾ Disciplined capital allocation | ◾ Margin management across the cycle with a long-term focus ◾ Efficient use of long-term assets ◾ Long-term investment decisions for capital and research and development ◾ World-class distribution systems ◾ Technology innovation | ◾ Market share ◾ Successful execution of business strategy ◾ Stock price appreciation over the long term ◾ Market conditions |

  68. Financial Performance and Compensation Metrics

    | | | | 2023 | Fiscal 2023 Actions and Results | Page | | Short-Term | Short-Term Incentive (STI) | OROA | 52.46% | The STI payout was 185.7% of target, resulting in an award of $5.9 million for the CEO and awards ranging from $1.5 million to $1.7 million for the other NEOs. | 49 | | | | OROS | 21.89% | | | | | | ROE | 9.39% | | | | | | Payout as a % of Target | 185.7% | | | | Long-Term | Cash (LTIC) | 3-Year Accumulated SVA | $20.68B | The payout for the 2021-2023 performance period due to accumulated SVA was 200%. Although the relative TSR was at the 73rd percentile, no additional adjustment was made to the LTIC payout due to the 200% payout cap being reached based on SVA performance. This resulted in an award of $4.3 million for the CEO and awards ranging from $1.9 million to $2.0 million for each of the other NEOs eligible for a LTIC award. | 54 | | | | Accumulated SVA % of Target | 200% | | | | | | 3-Year TSR as of Fiscal Year End | 65.72% | | | | | | TSR Performance Results as Compared to the Performance Peer Group(1) | 73rd Percentile | | | | | | TSR Modifier(2) | N/A | | | | | | Payout as a % of Target | 200% | | | | | Equity (LTI) | Deere Annualized Revenue Growth Rate | 19.89% | For the performance share units (PSUs) vesting in fiscal 2023 based upon Deere’s relative revenue growth over the 2021-2023 performance period, Deere performed at the 92nd percentile, which equates to a 200% payout. The LTI grant for the 2023-2025 performance period was made in December 2022 and is based solely on relative revenue growth. The CEO received an LTI award valued at $16.4 million, a 30% increase over the base-level award; LTI awards for the other NEOs were increased an average of 18%, valued at $2.8 million; adjustments reflect strong operating performance, execution of the Smart Industrial Operating Model, and responsiveness to the dynamic business conditions. | 57 | | | | Revenue Growth Performance Results as Compared to Performance Peer Group(1) | 92nd Percentile | | | | | | PSU Payout as a % of Target | 200% | | |

  69. Financial Performance and Compensation Metrics

    | (1) See the Performance Peer Group section for additional details. |

  70. Financial Performance and Compensation Metrics

    | (2) Due to the payout being at the 200% cap based upon accumulated SVA, there is no additional adjustment for the TSR Modifier. |

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

    REVIEW OF PAY FOR PERFORMANCE RELATIVE TO COMPENSATION PEER GROUP To ensure that total compensation for our NEOs aligns with the market, we compared our compensation and performance against the companies in our compensation peer group. As part of this comparison, we evaluated our peers’ mix of cash versus equity and short-term versus long-term components. In addition, we reviewed the relationship between total realizable compensation and our performance for the three fiscal years ending with fiscal year 2022—the most recent fiscal year-end for which we can obtain corresponding compensation information for our peer companies. This review helps the Committee understand whether total compensation delivered to our NEOs aligns with our performance relative to our peer group. For the purposes of this review, we use relative TSR to measure performance. The analysis, as shown in the following graphs, reveals that realizable pay for Deere’s CEO and other NEOs was aligned with Deere’s relative TSR over the relevant time period. Based on these results and the results of similar past comparisons of pay and performance alignment, we believe our pay programs ensure that compensation for our executives is aligned with performance and market norms. For peer companies, total realizable pay includes cash-based and equity-based long-term incentive plan, performance share plan payouts for performance cycles that are completed within the three-year period and forecasted or target payouts for performance cycles that were granted but not yet completed within the three-year period.

  72. DEERE 3-YEAR PAY FOR PERFORMANCE REALIZABLE PAY VS. TOTAL SHAREHOLDER RETURN

    Total realizable pay for Deere’s NEOs is defined as the sum of the following components: actual base salaries, STI awards earned for each year in the three-year period from 2020-2022, LTIC awards paid for the three-year period from 2020-2022; forecasted payouts for LTIC cycles that remain in progress at the end of the three-year period; the Black-Scholes value as of October 31, 2022 of any stock options granted over the three-year period; and the value as of October 31, 2022 of RSUs granted over the three-year period and of PSUs (reflecting actual performance for the 2020-2022 performance cycle and the in-process 2021-2023 and 2022-2024 performance cycles).

  73. Snapshot of Compensation Governance

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

  74. preview of executive compensation changes for fiscal 2024

    preview of executive compensation changes for fiscal 2024 In fiscal 2023, the Committee completed a comprehensive review of the Company’s executive compensation plans with a goal to ensure alignment with and support for the Company’s Smart Industrial Operating Model and Leap Ambitions, including consideration of shareholder expectations and market practices. The Committee approved changes to the short-term incentive (STI) and long-term incentive (LTI) plans for fiscal 2024. The Committee reviewed the metrics and weightings used in determining payouts under the STI plan and approved changes to align with the Leap Ambitions goals for OROS and balance the desire for asset efficiency throughout the cycle. The Committee approved a simplification of the calculation for the STI plan by eliminating the embedded weighting of OROA/ROE and establishing a new distribution of weighting across the metrics such that OROA will continue to be the most heavily weighted metric at 50%, OROS will increase slightly to 40%, and ROE will increase slightly to 10%. The Committee reviewed both LTI cash and equity plans. The Committee discontinued the use of the long-term incentive cash (LTIC) plan for performance periods beginning in fiscal 2024 and approved having the long-term incentive component of compensation be 100% in the form of equity for our executive officers. SVA will continue as a compensation metric for the LTIC through the completion of the performance period ending in 2025, after which it will continue to be reviewed by the Committee as a key operational metric. Relative TSR, which has served as a modifier on the LTIC, will be added as a metric for PSUs under the LTI equity plan. The Committee also approved changes for the LTI equity plan to adjust the mix of equity awards for our executive officers in fiscal 2024, with a greater emphasis on performance-based equity such that equity will be delivered in a mix of 50% PSUs, 25% RSUs, and 25% stock options, similar to peer group practices. The PSUs granted in fiscal 2024 will have as performance metrics relative revenue growth and relative TSR in equal proportions. In addition, the Committee reviewed the performance adjustment factor applicable to LTI base level equity awards for executive officers based on individual performance. For fiscal 2024 LTI base level equity awards, the Committee approved a performance adjustment factor range of an increase or decrease of up to 20% (from a prior range of an increase up to 30%), in the case of executive officers, as recommended by the CEO and approved by the Committee, or in the case of the CEO, as recommended by the Committee and approved by the independent members of the Board.

  75. Snapshot of Compensation Elements

    | | | Component | Purpose | Characteristics | | Total Direct | Short-Term | Base Salary | Intended to provide stable compensation to executive officers as a fixed cash component | Based on level of responsibility, experience, and sustained individual performance. Base salaries generally target the market median of our peer group. | | | | Short-Term Incentive (STI) | Annual cash award for profitability and efficient operations during the fiscal year | Variable cash compensation based on the achievement of performance objectives designed to align our executive officers in pursuing short-term goals. Payout levels are based on actual results and performance must meet a threshold level of performance to achieve a payout with a payout cap of 200% of target. A target STI award is designed to contribute to annual cash compensation and overall compensation and generally targets the market median of our peer group. | | | Long-Term Incentive | Cash (LTIC) | Cash award for sustained profitable growth and disciplined investment during a three-year period | Long-term performance-based cash compensation designed to align our executive officers in delivering long-term strategic objectives. Payout levels are based on actual results as compared to a three-year performance goal with a payout cap of 200% of target. Additionally, a relative TSR modifier enables alignment with shareholders. A target LTIC award is designed to contribute to compensation and generally targets the market median of our peer group. | | | | Equity (LTI) | Equity award for creating shareholder value as reflected by stock price and revenue growth | Awarded in a combination of both performance and time-based equity including PSUs, RSUs, and stock options and designed to reward the delivery of long-term strategic objectives and value creation. A base-level LTI award is designed to contribute to overall compensation and generally targets the market median of our peer group. | | Total Indirect | Other | Additional Benefits | Intended to provide other benefits that align with market offerings to similarly situated executive officers | Perquisites, retirement benefits, deferred compensation benefits, additional compensation payable upon a change in control. |

  76. Direct Compensation Elements

    Direct Compensation Elements As shown in the 2023 Target Direct Compensation Mix charts, the majority of direct compensation for the CEO and NEOs is based on “at-risk” variable pay. Our performance-based compensation programs fall into two categories: short-term incentives paid in cash based on annual metrics and long-term incentives based on a three-year performance period. Long-term performance-based incentives are awarded in the form of cash and equity (PSUs, RSUs, and stock options).

  77. Short-Term Incentive (STI)

    Short-Term Incentive (STI) In October 2023, the Committee amended the John Deere Short-Term Incentive Bonus Plan. The amendments increased the limit on the amount payable to a participant in a plan year, which had not been updated since 2005, to $10.0 million from $5.0 million and removed outdated language due to changes in law. The structure of the STI plan and approach to payouts remains the same and the amendments are effective for fiscal year 2023 onwards.

  78. PERFORMANCE METRICS FOR STI

    PERFORMANCE METRICS FOR STI The Committee believes operating margins and the allocation of capital for research and investment in a disciplined approach are key drivers to creating long-term shareholder value. For this reason, the Committee has designed the STI program to support our Smart Industrial Operating Model and to motivate our executives and most other salaried employees to focus on profitability, asset optimization, and capital efficiency. Beginning with fiscal 2022, OROS replaced Net Sales and Revenues as an STI metric to align with and support our Leap Ambitions.

  79. PERFORMANCE METRICS FOR STI

    | OROA (for our Equipment Operations segments) supports our strategic approach to sound investment of capital and asset utilization. | OROS (for our Equipment Operations segments) demonstrates the commitment to deliver operating margins and support our Leap Ambitions. | ROE (for our Financial Services segment) effectively measures the efficient use of equity. |

  80. PERFORMANCE METRICS FOR STI

    | 2024 PROXY STATEMENT | 49 |

  81. PERFORMANCE METRICS FOR STI

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  82. PERFORMANCE METRICS FOR STI

    For fiscal 2023, the performance results for these metrics are combined to determine STI awards as follows:

  83. PERFORMANCE METRICS FOR STI

    | Company Performance Factor Weighting: | | Enterprise OROA/ROE Metric Weighting: | | | Enterprise OROA/ROE Metric(1) | 67% | Equipment Operations OROA(2) | 90% | | Enterprise OROS Metric | 33% | Financial Services ROE | 10% |

  84. PERFORMANCE METRICS FOR STI

    | (1) Appendix B, “Deere & Company Non-GAAP and Key Performance Measures” presents the calculation of OROA, OROS, and ROE. |

  85. PERFORMANCE METRICS FOR STI

    | (2) Equipment Operations reflects the consolidated results of the Precision & Production Agriculture operations, Small Ag & Turf operations, and Construction & Forestry operations. |

  86. PERFORMANCE METRICS FOR STI

    The emphasis on the OROA and OROS performance of the Equipment Operations in calculating STI reflects the critical position these operations have as drivers of our business. Equipment Operations’ net sales accounted for 91% of our net sales and revenues in fiscal 2023.

  87. CURRENT OROA AND OROS GOALS

    | RECENT STI Payouts As a percent of target | | | | | | | Recent STI payout levels are reflected in the adjacent chart. The increasing rigor of the OROA goals at mid-cycle and peak over time, as well as the addition of OROS in 2022, have led to varying STI payouts that align with the Company’s pay for performance philosophy. This alignment demonstrates the Company’s commitment to delivering operational and financial performance. |

  88. APPROVAL OF STI AWARD RATES

    APPROVAL OF STI AWARD RATES At the beginning of the fiscal year, after review and consideration of Deere’s compensation peer group data for target cash bonuses, the Committee approves target STI rates as a percentage of the NEO’s base salary. For fiscal 2023, Mr. May’s target STI rate was increased to 200% to more closely align with the peer group median. Regardless of the award amount reached by applying these payout rates, effective fiscal 2023, no individual award under the STI plan may exceed $10 million or 200% of target.

  89. APPROVAL OF STI AWARD RATES

    | | 2022 | 2023 | | | Target Rate | Target Rate | | CEO | 180% | 200% | | Other NEOs | 100% | 100% |

  90. FISCAL 2023 PERFORMANCE RESULTS AND PAYOUT AMOUNTS

    FISCAL 2023 PERFORMANCE RESULTS AND PAYOUT AMOUNTS The chart below shows the STI performance targets and actual results for fiscal 2023. OROA and OROS performance targets are based on Equipment Operations being at 123% of mid-cycle.

  91. STI AWARD CALCULATIONS

    STI AWARD CALCULATIONS The amount of the STI award paid to an NEO is calculated as follows:

  92. STI AWARD CALCULATIONS

    | eligible earnings for the fiscal year | | Target STI rate | | Actual performance as a percentage of target | | STI award amount |

  93. STI AWARD CALCULATIONS

    | 2024 PROXY STATEMENT | 53 |

  94. STI AWARD CALCULATIONS

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  95. STI AWARD CALCULATIONS

    Based on the 185.7% STI payout, actual STI awards paid to the NEOs are shown in the table below.

  96. STI AWARD CALCULATIONS

    | | Fiscal 2023 | Target Award | Actual Performance as a | Fiscal 2023 | | Name | Eligible Earnings | as a Percentage of Salary | Percentage of Target(1) | STI Award Payout | | John C. May | $1,591,674 | 200% | 185.7% | $5,911,159 | | Joshua A. Jepsen | $885,063 | 100% | 185.7% | $1,643,473 | | Ryan D. Campbell | $931,140 | 100% | 185.7% | $1,729,033 | | Cory J. Reed | $910,926 | 100% | 185.7% | $1,691,498 | | Justin R. Rose(2) | $833,000 | 100% | 185.7% | $1,546,798 |

  97. STI AWARD CALCULATIONS

    | (1) Actual performance as a percentage of target is rounded. |

  98. STI AWARD CALCULATIONS

    | (2) Mr. Rose’s fiscal 2023 eligible earnings for purposes of the STI award is approximately $3,000 less than his salary reported in the Fiscal 2023 Summary Compensation Table due to the methodology used in the calculations of eligible earnings. |

  99. STI AWARD CALCULATIONS

    For fiscal 2023, STI awards paid to the NEOs consisted of approximately 2% of the total amount of STI awards paid to all eligible employees.

  100. Long-Term Incentive (LTI) Awards

    Long-Term Incentive (LTI) Awards LTI is designed to reward the NEOs for creating sustained shareholder value, encourage the ownership of Deere stock, foster teamwork, and retain and motivate high-caliber executives while aligning their interests with those of our shareholders. LTI awards tie a significant portion of NEO compensation to the Company’s performance over time and consist of a cash plan and an equity program under the John Deere 2020 Equity and Incentive Plan, which was approved at the Annual Meeting in February 2020. Approximately 50% of Deere’s long-term incentive for fiscal 2023 was performance-based.

  101. LONG-TERM INCENTIVE CASH (LTIC)

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

  102. SETTING RIGOROUS SVA GOALS

    Once the maximum SVA goal is set, the target SVA goal is set at half of that amount. The threshold goal is set at $5 million. The following chart details the threshold, target, and maximum accumulated SVA goals for each performance period that includes fiscal 2023. Payout percentages are linearly interpolated for SVA performance between the points.

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

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

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

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

  105. FISCAL 2023 PERFORMANCE RESULTS FOR LTIC

    | (1) Due to payout being capped at 200% based upon accumulated SVA, there is no adjustment for rTSR even though it otherwise would have been adjusted by 123%. |

  106. HISTORICAL ACCUMULATED SVA, LTIC GOALS, rTSR PERFORMANCE, AND LTIC PAYOUTS

    HISTORICAL ACCUMULATED SVA, LTIC GOALS, rTSR PERFORMANCE, AND LTIC PAYOUTS The following table shows historical LTIC information and how SVA for fiscal 2023 will affect LTIC awards for the performance periods ending in 2023, 2024, and 2025. Maximum payout is based upon 200% of SVA goal at target.

  107. HISTORICAL ACCUMULATED SVA, LTIC GOALS, rTSR PERFORMANCE, AND LTIC PAYOUTS

    | (1) The fiscal 2021 and 2022 SVA for the 2021-2023 performance period is different than the prior performance periods that include fiscal 2021 and 2022 due to the change in the definition of SVA effective with this performance period to include Wirtgen financials and exclude enterprise goodwill. |

  108. HISTORICAL ACCUMULATED SVA, LTIC GOALS, rTSR PERFORMANCE, AND LTIC PAYOUTS

    | (2) For the performance periods ending 2021, 2022, and 2023, no upward adjustment from the rTSR modifier was applied due to the LTIC payout being at the 200% cap based upon the accumulated SVA. Had the cap not been reached, the payout would have been increased by 125% for the performance periods ending in 2021 and 2022 and by 123% for the performance period ending in 2023 based upon rTSR performance. |

  109. HISTORICAL ACCUMULATED SVA, LTIC GOALS, rTSR PERFORMANCE, AND LTIC PAYOUTS

    | 56 | 2024 PROXY STATEMENT |

  110. HISTORICAL ACCUMULATED SVA, LTIC GOALS, rTSR PERFORMANCE, AND LTIC PAYOUTS

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  111. LONG-TERM INCENTIVE EQUITY (LTI)

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

  112. LONG-TERM INCENTIVE EQUITY (LTI)

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

  113. FISCAL 2023 LTI EQUITY AWARD OVERVIEW FOR NEOs

    FISCAL 2023 LTI EQUITY AWARD OVERVIEW FOR NEOs The following chart shows the fiscal 2023 mix of LTI equity awards. As discussed above in Preview of Executive Compensation Changes for Fiscal 2024, the mix of LTI equity awards for fiscal 2024 will be 50% PSUs, 25% RSUs, and 25% stock options. The PSUs granted in fiscal 2024 will have as performance metrics relative revenue growth and relative TSR in equal proportions.

  114. FISCAL 2023 LTI EQUITY AWARD OVERVIEW FOR NEOs

    | | Performance measurements | Vesting period | Objective | | PSUs 40% | Relative revenue growth(1) | Cliff vest on the third anniversary of the grant date | Motivate and reward relative outperformance, demonstrate management contribution in excess of market performance | | RSUs 25% | Stock price appreciation | Vest in approximately equal annual installments over three years | Encourage ownership and retention while providing immediate alignment with shareholders | | Stock Options 35% | Stock price appreciation | Vest in approximately equal annual installments over three years; expire 10 years from the grant date | Aligns management’s interest with shareholders, rewarding for stock price appreciation |

  115. FISCAL 2023 LTI EQUITY AWARD OVERVIEW FOR NEOs

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

  116. FISCAL 2023 LTI EQUITY AWARD OVERVIEW FOR NEOs

    | 2024 PROXY STATEMENT | 57 |

  117. FISCAL 2023 LTI EQUITY AWARD OVERVIEW FOR NEOs

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  118. APPROVAL OF LTI EQUITY AWARD VALUES

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

  119. APPROVAL OF LTI EQUITY AWARD VALUES

    | Level of responsibility | Individual performance | Current market practice | Peer group data | Consideration of the dilution to shareholders |

  120. APPROVAL OF LTI EQUITY AWARD VALUES

    Awards granted in previous years are not a factor in determining the current year’s LTI award, nor is potential accumulated wealth. At the first Committee meeting of each fiscal year, after consideration of compensation peer group data on median values for long-term incentives, the Committee approves a dollar value for a base-level LTI equity award and the mix of awards to be delivered. The grant price is the closing price of Deere common stock on the NYSE on the grant date. The grant price is used to determine the number of PSUs, RSUs, and stock options to be awarded. The Committee can increase (up to 30%) or decrease (down to $0) an individual NEO’s base-level equity award to distinguish such executive’s performance, deliver a particular LTI equity value, or reflect other adjustments as the Committee deems appropriate. The CEO recommends the adjustment for each senior officer, including the NEOs, to the Committee for its review. The recommendations are based upon execution and progress on pre-established objectives that may include quantitative and qualitative targets categorized in the areas of:

  121. APPROVAL OF LTI EQUITY AWARD VALUES

    | ◾ | Business Execution ‒ Deliver financial and operating results |

  122. APPROVAL OF LTI EQUITY AWARD VALUES

    | ◾ | Innovation for Sustainability ‒ Develop next-generation customer solutions through our innovations and investments in digital, automation, autonomy, and electrification |

  123. APPROVAL OF LTI EQUITY AWARD VALUES

    | ◾ | Leadership and Human Capital ‒ Demonstrate leadership skills and champion Deere’s higher purpose principles, drive the company culture and engagement, and attract, develop, and retain a diverse and inclusive workforce |

  124. APPROVAL OF LTI EQUITY AWARD VALUES

    The Committee evaluates the CEO’s performance and recommends the adjustment for the CEO’s base-level equity award. This recommendation is based upon the same categories applied to the other senior officers and is reviewed with, and approved by, the other independent directors of the Board. For fiscal 2023, the adjustments to base-level equity awards recognize the senior officers’ individual performance and execution in the categories set forth above. The Committee approved adjustments to base-level award values ranging up to 30% to recognize the accomplishments of the individual NEOs. LTI base-level award values for the NEOs in fiscal 2023 were increased on average by 20%. LTI equity awards were approved for the NEOs as follows:

  125. APPROVAL OF LTI EQUITY AWARD VALUES

    | Name | Adjusted Award Values(1) | | John C. May | $16,380,000 | | Joshua A. Jepsen | $2,990,000 | | Ryan D. Campbell | $3,120,000 | | Cory J. Reed | $3,250,000 | | Justin R. Rose | $1,980,000 |

  126. APPROVAL OF LTI EQUITY AWARD VALUES

    | (1) The amounts shown include PSUs valued at the grant price on the date of grant assuming a 100% payout. |

  127. APPROVAL OF LTI EQUITY AWARD VALUES

    See the Fiscal 2023 Grants of Plan-Based Awards Table and footnotes for more information on LTI equity awards delivered, as well as the terms of the awards. For fiscal 2023, the number of RSUs and PSUs granted to the NEOs represented 16% and 62%, respectively, of the total RSUs and PSUs granted to all eligible salaried employees; stock options granted to the NEOs represented 44% of the total stock options granted to eligible salaried employees.

  128. APPROVAL OF LTI EQUITY AWARD VALUES

    | 58 | 2024 PROXY STATEMENT |

  129. APPROVAL OF LTI EQUITY AWARD VALUES

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  130. SETTLEMENT OF PSUs INTO DEERE STOCK

    SETTLEMENT OF PSUs INTO DEERE STOCK For PSUs granted in fiscal 2023 (December 2022), the actual number of shares to be issued upon vesting will be based on Deere’s revenue growth for the three-year performance period ending in 2025 and measured relative to the Performance Peer Group as of the end of the performance period.

  131. PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDING IN 2023

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

  132. PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDING IN 2023

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

  133. PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDING IN 2023

    | Deere’s Revenue Growth Relative to | % of Target Shares | | the Performance Peer Group | Earned (Payout %)(1) | | Below 25th percentile | 0% | | At 25th percentile | 25% | | At 50th percentile | 100% | | At or above 75th percentile | 200% |

  134. PSUs FOR PERFORMANCE PERIOD ENDED 2023

    PSUs FOR PERFORMANCE PERIOD ENDED 2023 The performance period for PSUs granted in fiscal 2021 ended on October 29, 2023. The final number of shares earned was based on Deere’s annualized revenue growth relative to the Performance Peer Group over the three-year performance period. The Committee made its final payout determination in December 2023 following a review of the relative performance of Deere versus the Performance Peer Group companies. Deere’s annualized revenue growth was comparable to the 92nd percentile. This resulted in an overall payout of 200% of target. This payout compared to an overall payout of PSUs at 200% of target for each of the five prior three-year performance periods ending in fiscal 2018 through fiscal 2022, illustrates Deere’s consistent top quartile historical performance.

  135. PSUs FOR PERFORMANCE PERIOD ENDED 2023

    | | Threshold 0% | Target 100% | Maximum 200% | Performance Results | % of Target Shares Earned | | | | | | | | | Annualized Revenue Growth | | | | 92nd percentile | 200% |

  136. LTI REPORTED VERSUS REALIZABLE VALUE

    LTI REPORTED VERSUS REALIZABLE VALUE The values for stock and stock option awards included in the Fiscal 2023 Summary Compensation Table are presented in accordance with SEC requirements. Although this allows for comparison across companies, the Committee has concluded that the prescribed calculation does not fully represent the Committee’s annual decision and does not support a valid CEO pay for performance assessment. To calculate the realizable value, the stock units from the LTI equity awards granted in fiscal 2021, 2022, and 2023 are valued using the fiscal year-end stock price of $361.15. The value of PSUs also takes into consideration the current year payout and the current performance for the performance cycles in-process (2022-2024 and 2023-2025). The value of options is calculated using the Black-Scholes value as of fiscal year end. The following chart compares the LTI equity values reported in the Fiscal 2023 Summary Compensation Table to Mr. May’s realizable LTI equity value for each of the grants in fiscal 2021, 2022, and 2023.

  137. LTI REPORTED VERSUS REALIZABLE VALUE

    | 2024 PROXY STATEMENT | 59 |

  138. LTI REPORTED VERSUS REALIZABLE VALUE

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  139. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    REPORTED VS. REALIZABLE LTI EQUITY VALUE (Thousands)

  140. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    | | (a) See footnotes (2) and (3) to the Fiscal 2023 Summary Compensation Table for an explanation of these valuations. (b) Realizable LTI Equity is calculated as: ◾ The value of stock options that were granted in fiscal 2021, 2022, and 2023 using the Black-Scholes value as of October 29, 2023. ◾ The value of RSUs that were granted in fiscal 2021, 2022, and 2023 using the stock price as of October 29, 2023 of $361.15. ◾ The value of PSUs granted in fiscal 2021, 2022, and 2023 using the stock price as of October 29, 2023 of $361.15 and reflecting actual payout for the 2021- 2023 performance period and projected payouts for the in-process performance cycles of 200% for 2022-2024 and of 192% for 2023-2025. |

  141. REPORTED VS. REALIZABLE LTI EQUITY VALUE

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

  142. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    | 60 | 2024 PROXY STATEMENT |

  143. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  144. Potential Payments upon Change in Control

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

  145. Potential Payments upon Change in Control

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

  146. Potential Payments upon Change in Control

    In 2023, the Committee adopted amendments to the CIC Program to, among other things, reduce the multiplier applicable to cash severance payments in the event of a change in control and a qualifying termination for the CEO from 3.0x to 2.99x the CEO’s base salary plus target short-term incentive bonus. The multiplier applicable for the other NEOs was unchanged and remains at 2.0x their respective base salary amounts plus target short-term incentive bonus. The amendments to the CIC Program result from the Committee’s periodic review of executive compensation, which includes consideration of shareholder feedback. For more information, refer to the Executive Compensation Tables under “Fiscal 2023 Potential Payments upon Change in Control” and the Fiscal 2023 Potential Payments upon Change in Control Table.

  147. Other Potential Post-Employment Payments

    Other Potential Post-Employment Payments Deere’s various plans and policies provide payments to NEOs upon certain types of employment terminations that are not related to a change in control. These events and amounts are explained in the Fiscal 2023 Potential Payments upon Termination of Employment Other than Following a Change in Control Table.

  148. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Committee has retained Pearl Meyer & Partners, LLC (Pearl Meyer) as its compensation consultant. Pearl Meyer reviews our executive compensation program design and assesses our compensation approach relative to our performance and the market. The Committee has sole responsibility for setting and modifying the fees paid to Pearl Meyer, determining the nature and scope of its services, and evaluating its performance and can terminate Pearl Meyer’s engagement or hire another compensation consultant at any time. Pearl Meyer regularly meets independently with the Chair of the Committee and regularly participates in Committee meetings, including executive sessions with the Committee (without any executives or other Deere personnel present), to review executive compensation data and discuss executive compensation matters. While the Committee values this expert advice, ultimately the Committee’s decisions reflect many factors and considerations. Management works with Pearl Meyer at the Committee’s direction to develop materials and analysis, such as competitive market assessments and summaries of current legal and regulatory developments, which are essential to the Committee’s compensation determinations. Pearl Meyer does not provide other significant services to Deere and has no other direct or indirect business relationships with Deere or any of its affiliates. Taking these and other factors into account, the Committee has determined that the work performed by Pearl Meyer does not raise any conflicts of interest. Additionally, based on its analysis of the factors derived from SEC and NYSE regulations and identified in the Committee’s charter as being relevant to compensation consultant independence, the Committee has concluded that Pearl Meyer is independent of Deere’s management.

  149. The Role of the Compensation Consultant

    | 64 | 2024 PROXY STATEMENT |

  150. The Role of the Compensation Consultant

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  151. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP Executive compensation is evaluated against a peer group of leading U.S.-based companies (with an emphasis on industrial manufacturing companies) that are generally characterized by large global operations, a diversified business, and/or roughly comparable annual sales and market capitalizations to Deere. On at least an annual basis, the Committee works with its independent consultant, Pearl Meyer, to review the composition of the peer group and determine whether any changes should be made. For fiscal 2023, although the peer group remained at 16 companies, one company was removed and replaced. Parker Hannifin Corporation was removed due to revenue size as compared to Deere and the rest of the peer group. Intel Corporation was added because it meets the revenue criteria and has a strong technology focus. The table below lists the companies included in the compensation peer group for the fiscal 2023 market analysis process.

  152. COMPENSATION PEER GROUP

    | Company | Ticker | Revenue (M)(1) | Market Capitalization (M)(2) | Employees(1) | | 3M Company | MMM | $35,333 | $84,738 | 95,000 | | Archer Daniels Midland | ADM | $90,006 | $50,769 | 39,218 | | Boeing Company | BA | $61,060 | $113,059 | 142,000 | | Carrier Global | CARR | $20,568 | $39,127 | 58,000 | | Caterpillar Inc. | CAT | $52,673 | $119,407 | 107,700 | | Cisco | CSCO | $51,549 | $231,636 | 79,500 | | Cummins Inc. | CMI | $24,314 | $29,141 | 59,900 | | Eaton Corp. plc | ETN | $19,779 | $60,639 | 85,947 | | Emerson Electric Co. | EMR | $18,908 | $58,242 | 86,700 | | General Dynamics Corporation | GD | $38,472 | $66,953 | 103,100 | | Honeywell International Inc. | HON | $34,314 | $133,381 | 99,000 | | Intel Corporation | INTC | $77,704 | $202,634 | 121,100 | | Johnson Controls International plc | JCI | $24,693 | $46,055 | 101,000 | | Lockheed Martin Corporation | LMT | $65,750 | $120,205 | 114,000 | | PACCAR Inc. | PCAR | $24,149 | $30,620 | 28,500 | | Raytheon Technologies Corporation | RTX | $64,853 | $146,928 | 174,000 | | 75th Percentile | | $62,008 | $123,499 | 109,275 | | Median | | $36,903 | $75,845 | 97,000 | | 25th Percentile | | $24,273 | $49,591 | 74,600 | | Deere & Company | DE | $44,413 | $127,457 | 75,550 | | Deere Percentile | | 56th | 77th | 25th |

  153. COMPENSATION PEER GROUP

    | (1) Reflects data based on the last twelve months of data as of May 9, 2022 per S&P Capital IQ. |

  154. COMPENSATION PEER GROUP

    | (2) Reflects data based on the last twelve months of data as of March 31, 2022. |

  155. COMPENSATION PEER GROUP

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

  156. COMPENSATION PEER GROUP

    | 2024 PROXY STATEMENT | 65 |

  157. COMPENSATION PEER GROUP

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  158. PERFORMANCE PEER GROUP

    PERFORMANCE PEER GROUP

  159. PERFORMANCE PEER GROUP

    | The relative performance metrics of TSR and revenue are measured against a peer group comprised of a subset of the S&P 500 Industrials. The peer group is developed by starting with the S&P 500 Industrials and then removing companies that are not manufacturing and/or related to the agricultural or construction cycles. Industries removed include Air Freight & Logistics, Airlines, Commercial Services & Supplies, Professional Services, and Trading Companies & Distributors. Within the relevant industries, qualitative discretion was applied to determine suitability and maintain consistency. Companies with significant U.S. government revenue are excluded since stock price and revenue are significantly driven by government actions. The performance peer group for the performance period ending in fiscal 2023 included the 43 companies listed below. | |

  160. PERFORMANCE PEER GROUP

    | Machinery | DIVERSIFIED INDUSTRIALS | Electrical & Automation | Aerospace & Defense | | ◾ A.O. Smith Corporation ◾ Caterpillar Inc. ◾ Cummins Inc. ◾ Dover Corporation ◾ Flowserve Corporation ◾ Fortive Corporation ◾ IDEX Corporation ◾ Illinois Tool Works Inc. ◾ Ingersoll-Rand plc ◾ Otis Worldwide Corporation ◾ PACCAR Inc. ◾ Parker-Hannifin Corporation ◾ Pentair plc ◾ Snap-on Incorporated ◾ Xylem Inc. | ◾ 3M Company ◾ General Electric Company ◾ Honeywell International Inc. ◾ Roper Technologies, Inc. | ◾ AMETEK, Inc. ◾ Eaton Corporation plc ◾ Emerson Electric Co. ◾ Rockwell Automation Inc. | ◾ Howmet Aerospace ◾ Textron Inc. ◾ The Boeing Company ◾ TransDigm Group Incorporated | | | Road & Rail | Construction & Engineering | Building products | | | ◾ CSX Corporation ◾ J.B. Hunt Transport Services, Inc. ◾ Kansas City Southern ◾ Norfolk Southern Corporation ◾ Old Dominion Freight ◾ Union Pacific Corporation ◾ Wabtec Corporation | ◾ Jacobs Engineering Group Inc. ◾ Quanta Services, Inc. | ◾ Allegion plc ◾ Carrier Global Corporation ◾ Fortune Brands Home & Security, Inc. ◾ Johnson Controls International plc ◾ Masco Corporation ◾ Stanley Black & Decker, Inc. ◾ Trane Technologies plc |

  161. PERFORMANCE PEER GROUP

    | 66 | 2024 PROXY STATEMENT |

  162. PERFORMANCE PEER GROUP

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  163. Risk Assessment of Compensation Policies and Practices

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

  164. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table

  165. Fiscal 2023 Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | Fiscal | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Name and Principal Position | Year | Salary(1) | Bonus | Awards(2) | Awards(3) | Compensation(4) | Earnings(5) | Compensation(6) | Total | | John C. May | 2023 | $1,591,674 | $— | $12,446,367 | $5,733,640 | $5,911,159 | $436,715 | $602,964 | $26,722,519 | | Chairman, Chief Executive Officer, | 2022 | $1,495,834 | $— | $7,244,251 | $3,989,987 | $6,850,531 | $— | $719,548 | $20,300,151 | | and President | 2021 | $1,429,174 | $— | $5,991,488 | $3,298,699 | $8,055,803 | $741,736 | $395,926 | $19,912,826 | | Joshua A. Jepsen | 2023 | $885,063 | $— | $2,764,056 | $1,046,512 | $1,643,473 | $39,772 | $116,320 | $6,495,196 | | Senior Vice President and | 2022 | $376,420 | $— | $352,856 | $— | $730,255 | $— | $56,216 | $1,515,747 | | Chief Financial Officer | | | | | | | | | | | Ryan D. Campbell | 2023 | $931,140 | $— | $2,892,182 | $1,092,089 | $1,729,033 | $150,259 | $190,867 | $6,985,570 | | President, Worldwide Construction | 2022 | $890,703 | $— | $1,976,834 | $1,089,021 | $2,800,637 | $— | $239,977 | $6,997,172 | | & Forestry Division and Power Systems | 2021 | $837,469 | $— | $1,482,168 | $816,236 | $3,178,588 | $288,384 | $146,883 | $6,749,728 | | Cory J. Reed | 2023 | $910,926 | $— | $2,959,144 | $1,137,531 | $1,691,498 | $136,255 | $181,623 | $7,016,977 | | President, Worldwide Agriculture & Turf Division, | 2022 | $832,406 | $— | $1,367,541 | $753,423 | $2,617,335 | $— | $227,749 | $5,798,454 | | Production & Precision Ag, Sales and Marketing | 2021 | $806,905 | $— | $1,311,195 | $722,065 | $3,125,046 | $318,543 | $152,846 | $6,436,600 | | Regions of the Americas and Australia | | | | | | | | | | | Justin R. Rose(7) | 2023 | $836,030 | $840,000 | $6,569,787 | $693,080 | $1,546,798 | $8,963 | $61,122 | $10,555,780 | | President, Lifecycle Solutions, Supply | | | | | | | | | | | Management, and Customer Success | | | | | | | | | |

  166. Fiscal 2023 Summary Compensation Table

    | (1) Includes amounts deferred by the NEO under the John Deere Voluntary Deferred Compensation Plan. Salary amounts deferred in fiscal 2023 are included in the first column of the Fiscal 2023 Nonqualified Deferred Compensation Table. |

  167. Fiscal 2023 Summary Compensation Table

    | (2) For fiscal 2023, represents the aggregate grant date fair value of PSUs, RSUs, and LTIC awards computed in accordance with FASB ASC Topic 718. For fiscal 2021 and 2022, represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures of PSUs and RSUs. Assumptions made in the calculation of these amounts are included in Note 22, “Share-Based Compensation,” of our consolidated financial statements filed with the SEC on our Annual Report on Form 10-K for the fiscal year ended October 29, 2023 (“2023 Form 10-K”). For PSUs, the value at the grant date is based upon a target payout of the performance metric over the three-year performance period. If the highest level of payout were achieved, the value of the PSU awards as of the grant date would be as follows: $12,699,757 (May); $2,317,623 (Jepsen); $2,418,758 (Campbell); $2,519,894 (Reed); and $1,534,883 (Rose). For RSUs, the value at grant date is the market value of the RSUs using the closing price of a share of Deere common stock as reported on the NYSE on the grant date, multiplied by the number of shares underlying each award. RSUs vest over three years with 34% vesting on the first anniversary of the grant date, 33% vesting on the second anniversary of the grant date, and 33% vesting on the third anniversary of the grant date, at which time they may be settled in Deere common stock. As disclosed in Note 22, “Share-Based Compensation” of our 2023 Form 10-K, the Company changed the accounting treatment of the LTIC awards for fiscal 2023 and now accounts for such awards in accordance with FASB ASC Topic 718. As a result, in accordance with SEC rules, LTIC awards granted in fiscal 2023 are included in this column and are no longer included in the non-equity incentive plan compensation column. For fiscal 2023 LTIC awards, the value at grant date is based upon a target payout of the performance metric over the three-year performance period and assumptions regarding base pay. The aggregate grant date fair values of such LTIC awards are as follows: $2,001,898 (May); $858,143 (Jepsen), $902,818 (Campbell); $886,768 (Reed); and $807,664 (Rose). If the highest level of payout were achieved, the value of the LTIC awards as of the grant date would be as follows: $4,320,022 (May); $1,865,325 (Jepsen); $1,962,435 (Campbell); $1,927,548 (Reed); and $1,755,600 (Rose). Refer to the Fiscal 2023 Grants of Plan-Based Awards Table and footnote (7) thereto for a detailed description of the grant date fair value of stock awards and LTIC awards. |

  168. Fiscal 2023 Summary Compensation Table

    | (3) Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. The assumptions made in valuing option awards reported in this column and a more detailed discussion of the binomial lattice option pricing model appear in Note 22, “Share-Based Compensation,” of our consolidated financial statements filed with the SEC in the 2023 Form 10-K. Refer to the Fiscal 2023 Grants of Plan-Based Awards Table and footnote (7) thereto for a detailed description of the grant date fair value of option awards. |

  169. Fiscal 2023 Summary Compensation Table

    | (4) For fiscal 2023, non-equity incentive plan compensation includes only cash awards under the STI plan. For fiscal 2021 and 2022, non-equity incentive plan compensation includes cash awards under the STI plan and the payout amounts under the LTIC plan. Cash awards earned under the STI plan for the performance period ended in fiscal 2023 were paid to the NEOs on December 15, 2023, |

  170. Fiscal 2023 Summary Compensation Table

    | 2024 PROXY STATEMENT | 69 |

  171. Fiscal 2023 Summary Compensation Table

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  172. Fiscal 2023 Summary Compensation Table

    unless deferred under the Voluntary Deferred Compensation Plan. Deferred amounts are included in the first column of the Fiscal 2023 Nonqualified Deferred Compensation Table. Based on actual performance, as discussed in the CD&A under “Fiscal 2023 Performance Results and Payout Amounts” in the STI section, the NEOs earned an STI award equal to 185.7% of the target opportunity. For fiscal 2023, LTIC award amounts are not reflected as non-equity incentive plan compensation due to the change in accounting treatment of LTIC awards and the application of FASB ASC Topic 718. Based on actual performance, as discussed in the CD&A under “Fiscal 2023 Performance Results for LTIC,” the NEOs earned an LTIC award for the 2021-2023 performance period equal to 200.0% of the target opportunity. The LTIC awards received during fiscal 2023 for the 2021-2023 performance period were $4,297,520 (May); $1,858,631 (Jepsen); $1,955,393 (Campbell); and $1,912,945 (Reed). Given Mr. Rose’s recent tenure with the Company, he did not receive a 2023 LTIC award.

  173. Fiscal 2023 Summary Compensation Table

    | (5) The total amount reported represents the change in the actuarial present value of each NEO’s accumulated benefit under all defined benefit plans year over year. The pension value calculations include the same assumptions as used in the pension plan valuations for financial reporting purposes. For more information on the assumptions, see footnote (4) to the Fiscal 2023 Pension Benefits Table. No NEO earned above market interest on deferred compensation during fiscal 2023. |

  174. Fiscal 2023 Summary Compensation Table

    | (6) The following table provides details about each component of the “All Other Compensation” column in the Fiscal 2023 Summary Compensation Table: |

  175. Fiscal 2023 Summary Compensation Table

    | | Personal Use of | | Miscellaneous | Company Contributions to | Total All Other | | Name | Company Aircraft(a) | Financial Planning(b) | Perquisites(c) | Defined Contribution Plans(d) | Compensation | | John C. May | $154,944 | $— | $7,675 | $440,345 | $602,964 | | Joshua A. Jepsen | $— | $— | $1,671 | $114,649 | $116,320 | | Ryan D. Campbell | $— | $— | $4,737 | $186,130 | $190,867 | | Cory J. Reed | $— | $— | $3,602 | $178,021 | $181,623 | | Justin R. Rose | $— | $10,000 | $2,715 | $48,407 | $61,122 |

  176. Fiscal 2023 Summary Compensation Table

    | (a) Per IRS regulations, the NEOs recognize imputed income on the personal use of Deere’s aircraft. For SEC disclosure purposes, the cost of personal use of Deere’s aircraft is calculated based on the incremental cost to Deere. To determine the incremental cost, we calculate the variable costs for fuel on a per-mile basis, plus any direct trip expenses such as on-board catering, landing/ramp fees, and crew expenses. Fixed costs that do not change based on usage, such as pilot salaries, depreciation of aircraft, and maintenance costs, are excluded. Mr. May’s personal usage of company aircraft in fiscal 2023 amounted to approximately 50 hours of travel. |

  177. Fiscal 2023 Summary Compensation Table

    | (b) This column contains amounts Deere paid for financial planning assistance to the NEOs. Each year, the CEO may receive up to $15,000 of assistance and the other NEOs may receive up to $10,000. |

  178. Fiscal 2023 Summary Compensation Table

    | (c) Miscellaneous perquisites include spousal attendance at company events, excess liability premiums, incremental costs of security monitoring and patrols, and travel costs associated with annual physicals. NEOs are provided healthcare plans consistent with salaried employees. |

  179. Fiscal 2023 Summary Compensation Table

    | (d) Deere makes contributions to the John Deere Savings and Investment Plan for all eligible employees. Deere also credits contributions to the John Deere Defined Contribution Restoration Plan for employees whose earnings exceed relevant IRS limits. |

  180. Fiscal 2023 Summary Compensation Table

    | (7) Mr. Rose joined Deere as President, Lifecycle Solutions, Supply Management, and Customer Success on October 31, 2022. Upon hire, Mr. Rose received an $840,000 cash signing bonus and will receive an additional $840,000 cash bonus in fiscal 2024. Mr. Rose did not receive a 2023 LTIC award. In consideration for equity awards forfeited from his previous employer, he received a $4.5 million make-whole equity grant comprised of time-based RSUs with 25% vesting after the second anniversary of the grant date and 75% vesting after the third anniversary of the grant date. |

  181. Fiscal 2023 Summary Compensation Table

    Refer to the CD&A under “Direct Compensation Elements,” as well as the footnotes to the Fiscal 2023 Summary Compensation Table for information about the compensation reflected therein.

  182. Fiscal 2023 Summary Compensation Table

    | 70 | 2024 PROXY STATEMENT |

  183. Fiscal 2023 Summary Compensation Table

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  184. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS The following table provides additional information regarding fiscal 2023 grants of RSU, PSU, and stock option awards under the John Deere 2020 Equity & Incentive Plan and the potential range of awards that were approved in fiscal 2023 under the STI and LTIC plans for payout in future years. These awards are further described in the CD&A under “Direct Compensation Elements.”

  185. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | | Estimated Future Payouts Under | | | | Estimated Future Payouts Under | | | All Other | All Other | | | | | Non-Equity Incentive Plan Awards(2) | | | | Equity Incentive Plan Awards(3) | | | Stock | Option | Exercise | | | | | | | | | | | Awards: | Awards: | or Base | | | | | | | | | | | Number of | Number of | Price of | Grant Date Fair | | | | | | | | | | Shares of | Securities | Option | Value of Stock | | | | | | | | | | Stock or | Underlying | Awards | and Option | | Name | Grant Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(4) | Options(5) | ($/Sh)(6) | Awards(7) | | John C. May | 12/7/22-STI | $— | $3,183,348 | $6,366,696 | — | — | — | — | — | $— | $— | | | 12/7/22-LTIC | $— | $— | $— | $— | $2,160,011 | $4,320,022 | — | — | $— | $2,001,898 | | | 12/14/22 | $— | $— | $— | — | — | — | 9,339 | — | $— | $4,094,591 | | | 12/14/22 | $— | $— | $— | 3,735 | 14,943 | 29,886 | — | — | $— | $6,349,878 | | | 12/14/22 | $— | $— | $— | — | — | — | — | 42,017 | $438.44 | $5,733,640 | | Joshua A. Jepsen | 12/6/22-STI | $— | $885,063 | $1,770,126 | — | — | — | — | — | $— | $— | | | 12/6/22-LTIC | $— | $— | $— | $— | $932,663 | $1,865,325 | — | — | $— | $858,143 | | | 12/14/22 | $— | $— | $— | — | — | — | 1,704 | — | $— | $747,102 | | | 12/14/22 | $— | $— | $— | 681 | 2,727 | 5,454 | — | — | $— | $1,158,811 | | | 12/14/22 | $— | $— | $— | — | — | — | — | 7,669 | $438.44 | $1,046,512 | | Ryan D. Campbell | 12/6/22-STI | $— | $931,140 | $1,862,280 | — | — | — | — | — | $— | $— | | | 12/6/22-LTIC | $— | $— | $— | $— | $981,218 | $1,962,435 | — | — | $— | $902,818 | | | 12/14/22 | $— | $— | $— | — | — | — | 1,779 | — | $— | $779,985 | | | 12/14/22 | $— | $— | $— | 711 | 2,846 | 5,692 | — | — | $— | $1,209,379 | | | 12/14/22 | $— | $— | $— | — | — | — | — | 8,003 | $438.44 | $1,092,089 | | Cory J. Reed | 12/6/22-STI | $— | $910,926 | $1,821,852 | — | — | — | — | — | $— | $— | | | 12/6/22-LTIC | $— | $— | $— | $— | $963,774 | $1,927,548 | — | — | $— | $886,768 | | | 12/14/22 | $— | $— | $— | — | — | — | 1,853 | — | $— | $812,429 | | | 12/14/22 | $— | $— | $— | 741 | 2,965 | 5,930 | — | — | $— | $1,259,947 | | | 12/14/22 | $— | $— | $— | — | — | — | — | 8,336 | $438.44 | $1,137,531 | | Justin R. Rose | 10/31/22(8) | $— | $— | $— | — | — | — | 11,368 | — | $— | $4,499,682 | | | 12/6/22-STI | $— | $833,000 | $1,666,000 | — | — | — | — | — | $— | $— | | | 12/6/22-LTIC | $— | $— | $— | $— | $877,800 | $1,755,600 | — | — | $— | $807,664 | | | 12/14/22 | $— | $— | $— | — | — | — | 1,129 | — | $— | $494,999 | | | 12/14/22 | $— | $— | $— | 451 | 1,806 | 3,612 | — | — | $— | $767,442 | | | 12/14/22 | $— | $— | $— | — | — | — | — | 5,079 | $438.44 | $693,080 |

  186. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) For the STI and LTIC plan awards, the grant date is the date the Committee approved the range of estimated potential future payouts for the performance periods noted under footnotes (2) and (3) below. For equity awards, the grant date is seven calendar days after the first regularly scheduled Board meeting of the fiscal year. |

  187. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) These columns show the range of potential payouts under the STI plan. The performance period for STI in this table covers fiscal 2023. For actual performance between threshold, target, and maximum, the earned STI award will be interpolated. |

  188. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) The range of the LTIC award covers the three-year performance period beginning in fiscal 2023 and ending in fiscal 2025. Awards will not be paid unless Deere generates at least $5 million of SVA for the performance period. The target LTIC award will be earned if $7,490 million or more of SVA is accumulated and the maximum LTIC award will be earned if $14,980 million or more of SVA is accumulated during the performance period. The LTIC award will be adjusted based on Deere’s TSR for the performance period relative to the Performance Peer Group: (i) a reduction up to 25% will be applied if the ranking is below the 50th percentile or (ii) an increase up to 25% will be applied if the ranking is above the 50th percentile. The actual LTIC award payout will depend on Deere’s actual SVA performance, Deere’s relative TSR performance, and the eligible earnings of the NEOs for fiscal 2025. |

  189. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    Represents the potential payout range of PSUs granted in December 2022. The number of shares that vest is based solely on revenue growth performance relative to the Performance Peer Group. At the end of the three-year performance period, the actual award, delivered as Deere common stock, can range from 0% to 200% of the original grant.

  190. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) Represents the number of RSUs granted in December 2022. RSUs vest over three years with 34% vesting on the first anniversary of the grant date, 33% vesting on the second anniversary of the grant date, and 33% vesting on the third anniversary of the grant date, at which time they may be settled in Deere common stock. Prior to settlement, RSUs earn dividend equivalents in cash at the same time as dividends are paid on Deere’s common stock. |

  191. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) Represents the number of options granted in December 2022. These options vest in three approximately equal annual installments on the first, second, and third anniversaries of the grant date. |

  192. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (6) The exercise price is the closing price of Deere common stock on the NYSE on the grant date. |

  193. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | 2024 PROXY STATEMENT | 71 |

  194. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  195. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (7) Amounts shown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2023 calculated in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. For RSUs, fair value is the market value of the underlying stock on the grant date (which is the same as the exercise price in footnote (6) for stock options). For options, the fair value on the grant date was $136.46, which was calculated using the binomial lattice option pricing model. The grant date fair value of the PSUs assuming a target payout of the revenue growth metric was $438.44 based on the market price of a share of underlying common stock, excluding dividends. For fiscal 2023 LTIC awards, the value at grant date is based upon a target payout of the performance metric over the three-year performance period and assumptions regarding base pay. |

  196. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    | (8) Mr. Rose was granted a make-whole equity grant on October 31, 2022. For more information on this award, reference footnote (7) of the Fiscal 2023 Summary Compensation Table. |

  197. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

    Refer to the CD&A under “Direct Compensation Elements” for more information about the compensation reflected in the Fiscal 2023 Summary Compensation Table. For additional information on the valuation assumptions for each of the awards in the Fiscal 2023 Grants of Plan-Based Awards Table, refer to Note 22, “Share-Based Compensation,” of our consolidated financial statements filed with the SEC on our Annual Report on Form 10-K for the fiscal year ended October 29, 2023.

  198. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END The following table itemizes outstanding options, RSUs, and PSUs held by the NEOs:

  199. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | Number | Market | Equity Incentive | Equity Incentive | | | | Number of | Number of | | | of Shares | Value of | Plan Awards: | Plan Awards: | | | | Securities | Securities | | | or Units | Shares or | Number of | Market or Payout | | | | Underlying | Underlying | | | of Stock | Units of | Unearned Shares, | Value of Unearned | | | | Unexercised | Unexercised | Option | Option | That | Stock That | Units, or Other | Shares, Units, or | | | | Options | Options | Exercise | Expiration | Have Not | Have Not | Rights That Have | Other Rights That | | Name | Grant Date | Exercisable(1) | Unexercisable(1) | Price | Date(2) | Vested(3) | Vested(4) | Not Vested(5) | Have Not Vested(6) | | John C. May | 12/9/2020 | 35,052 | 17,526 | $254.83 | 12/9/2030 | 9,246 | $3,339,193 | 29,588 | $10,685,706 | | | 12/15/2021 | 14,913 | 29,826 | $343.94 | 12/15/2031 | 8,286 | $2,992,489 | 26,516 | $9,576,253 | | | 12/7/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | — | 42,017 | $438.44 | 12/14/2032 | 9,339 | $3,372,780 | 28,690 | $10,361,394 | | | | 49,965 | 89,369 | | | 26,871 | $9,704,462 | 84,794 | $30,623,353 | | Joshua A. Jepsen | 12/9/2020 | — | — | $254.83 | 12/9/2030 | 406 | $146,627 | — | $— | | | 12/15/2021 | — | — | $343.94 | 12/15/2031 | 300 | $108,345 | — | $— | | | 6/1/2022 | — | — | $— | n/a | 354 | $127,847 | — | $— | | | 12/6/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | — | 7,669 | $438.44 | 12/14/2032 | 1,704 | $615,400 | 5,235 | $1,890,620 | | | | — | 7,669 | | | 2,764 | $998,219 | 5,235 | $1,890,620 | | Ryan D. Campbell | 12/9/2020 | 4,337 | 4,336 | $254.83 | 12/9/2030 | 2,287 | $825,950 | 7,320 | $2,643,618 | | | 12/15/2021 | 4,071 | 8,140 | $343.94 | 12/15/2031 | 2,261 | $816,560 | 7,236 | $2,613,281 | | | 12/6/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | — | 8,003 | $438.44 | 12/14/2032 | 1,779 | $642,486 | 5,464 | $1,973,324 | | | | 8,408 | 20,479 | | | 6,327 | $2,284,996 | 20,020 | $7,230,223 | | Cory J. Reed | 12/12/2018 | 13,370 | — | $148.14 | 12/12/2028 | — | $— | — | $— | | | 12/11/2019 | 19,280 | — | $169.70 | 12/11/2029 | — | $— | — | $— | | | 12/9/2020 | 7,673 | 3,836 | $254.83 | 12/9/2030 | 2,023 | $730,606 | 6,476 | $2,338,807 | | | 12/15/2021 | 2,816 | 5,632 | $343.94 | 12/15/2031 | 1,564 | $564,839 | 5,006 | $1,807,917 | | | 12/6/2022(7) | — | - | $— | n/a | — | $— | — | $— | | | 12/14/2022 | — | 8,336 | $438.44 | 12/14/2032 | 1,853 | $669,211 | 5,692 | $2,055,666 | | | | 43,139 | 17,804 | | | 5,440 | $1,964,656 | 17,174 | $6,202,390 | | Justin R. Rose | 10/31/2022 | — | — | $— | n/a | 11,368 | $4,105,553 | — | $— | | | 12/6/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | — | 5,079 | $438.44 | 12/14/2032 | 1,129 | $407,738 | 3,467 | $1,252,107 | | | | — | 5,079 | | | 12,497 | $4,513,291 | 3,467 | $1,252,107 |

  200. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (1) Options become vested and exercisable in three approximately equal annual installments on the first, second, and third anniversaries of the grant date. |

  201. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (2) Options expire 10 years from the grant date. |

  202. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (3) RSUs granted in fiscal 2023 vest over three years with 34% vesting on the first anniversary of the grant date, 33% vesting on the second anniversary of the grant date, and 33% vesting on the third anniversary of the grant date, at which time they may be settled in Deere common stock. RSUs granted prior to fiscal 2023 vest three years after the grant date, at which time they are settled in Deere common stock. The award granted to Mr. Jepsen on June 1, 2022 vests and converts to shares in two installments of 355 RSUs and 354 RSUs on June 1, 2023 and June 1, 2024, respectively. The award granted to Mr. Rose on October 31, 2022 vests and converts to shares in two installments of 2,842 RSUs and 8,526 RSUs on October 31, 2024 and October 31, 2025, respectively. |

  203. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (4) The amount shown represents the number of RSUs that have not vested multiplied by the closing price for Deere common stock on the NYSE as of October 29, 2023, which was $361.15. |

  204. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | 72 | 2024 PROXY STATEMENT |

  205. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  206. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (5) For PSUs granted in fiscal 2021, the three-year performance period ended on October 29, 2023. The final payout determination was made by the Committee in December 2023 and was settled in Deere common stock on December 9, 2023 (the third anniversary of the grant date). As discussed in the CD&A under “PSUs for Performance Period Ended 2023,” the final payout under the award was based on revenue growth relative to the Performance Peer Group and was equal to 200% of the target opportunity. For the PSUs granted in fiscal years 2022 and 2023, the amount shown represents estimated achievement of the PSUs granted relative to the Performance Peer Group, assuming truncated performance measurement periods. The final number of shares earned, if any, for the 2022 and 2023 PSUs granted will be based upon performance as determined by revenue growth relative to the peer group at the end of the applicable performance period. |

  207. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | PSU Grant Date | December 15, 2021 | December 14, 2022 | | Truncated performance period | 11/1/2021-10/29/2023 | 10/31/2022-10/29/2023 | | Actual performance period ending date | 10/27/2024 | 11/2/2025 | | Payout of shares (as a % of target) based on revenue growth | 200% | 192% |

  208. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (6) The amount shown represents the number of PSUs described in footnote (6) to this table multiplied by the closing price for Deere common stock on the NYSE as of October 29, 2023, which was $361.15. |

  209. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

    | (7) As disclosed in footnote (2) to the Fiscal 2023 Summary Compensation Table, the LTIC awards granted in fiscal 2023 are accounted for under FASB ASC Topic 718. Because LTIC awards are paid in cash, there are no shares or units of stock associated with the awards and therefore no share or unit value is reported. For additional information, see footnote (3) to the Fiscal 2023 Grants of Plan-Based Awards Table. |

  210. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2023 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding option exercises and vesting of RSUs and PSUs during fiscal 2023. These options and stock awards were granted in prior fiscal years and are not related to performance solely in fiscal 2023:

  211. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | Name | Acquired on Exercise(1) | on Exercise(2) | Acquired on Vesting(3) | on Vesting(4) | | John C. May | 52,967 | $13,146,328 | 46,404 | $20,176,923 | | Joshua A. Jepsen | — | $— | 938 | $378,657 | | Ryan D. Campbell | 17,502 | $4,010,709 | 11,655 | $5,067,711 | | Cory J. Reed | 7,983 | $2,221,806 | 12,209 | $5,308,595 | | Justin R. Rose | — | $— | — | $— |

  212. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) Represents the total number of shares that were exercised before any withholding of shares to pay the exercise price and taxes. |

  213. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | (2) Value realized on exercise is based on the market price upon exercise minus the exercise price (the grant price). |

  214. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | (3) Represents the number of RSUs and PSUs that vested during fiscal 2023. For all NEOs except Mr. Jepsen, RSUs included represent awards granted in fiscal 2020. The 938 RSUs reported for Mr. Jepsen in the table below includes 355 RSUs from a special RSU award granted in fiscal 2022. |

  215. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    The three-year performance period for PSUs granted in fiscal 2020 ended on October 30, 2022, and vested on December 11, 2022. The final payout determination, made by the Committee in December 2022, reflects revenue growth comparable to the 92nd percentile of the Performance Peer Group. Accordingly, the resulting payout of PSUs was equal to 200% of the target award. The following table shows the number of RSUs and PSUs that vested during fiscal 2023:

  216. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

    | Name | RSUs | PSUs | | John C. May | 11,048 | 35,356 | | Joshua A. Jepsen | 938 | — | | Ryan D. Campbell | 2,775 | 8,880 | | Cory J. Reed | 2,907 | 9,302 | | Justin R. Rose | — | — |

  217. FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

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

  218. Pension Benefits

    Pension Benefits Some of our NEOs are eligible to participate in pension plans that provide benefits based on years of service and pay. The Fiscal 2023 Pension Benefits Table below shows information about three pension plans:

  219. Pension Benefits

    | the Pension Plan for Salaried Employees (“Salaried Plan”), a qualified defined benefit pension plan; | the Senior Supplementary Pension Benefit Plan (“Senior Supplementary Plan”), a nonqualified pension plan; and | the John Deere Supplemental Pension Benefit Plan (“Deere Supplemental Plan”), a nonqualified pension plan. |

  220. Pension Benefits

    | 2024 PROXY STATEMENT | 73 |

  221. Pension Benefits

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  222. FISCAL 2023 PENSION BENEFITS TABLE

    FISCAL 2023 PENSION BENEFITS TABLE

  223. FISCAL 2023 PENSION BENEFITS TABLE

    | | | Assumed | Number of Years | Present Value of | | Name | Plan Name(1) | Retirement Age(2) | of Credited Service(3) | Accumulated Benefit(4) | | John C. May | Salaried Plan | 65 | 26.6 | $534,948 | | | Supplementary Plan | 65 | 26.6 | $2,293,742 | | | Supplemental Plan | 65 | 22.8 | $841,093 | | | TOTAL | | | $3,669,783 | | Joshua A. Jepsen | Salaried Plan | 65 | 24.4 | $204,749 | | | Supplementary Plan | 65 | 24.4 | $52,050 | | | Supplemental Plan | 65 | — | $— | | | TOTAL | | | $256,799 | | Ryan D. Campbell | Salaried Plan | 65 | 16.0 | $269,169 | | | Supplementary Plan | 65 | 16.0 | $525,135 | | | Supplemental Plan | 65 | 11.8 | $208,988 | | | TOTAL | | | $1,003,292 | | Cory J. Reed | Salaried Plan | 65 | 25.4 | $442,880 | | | Supplementary Plan | 65 | 25.4 | $955,838 | | | Supplemental Plan | 65 | 18.5 | $358,086 | | | TOTAL | | | $1,756,804 | | Justin R. Rose(5) | Salaried Plan | 65 | 0.3 | $8,963 | | | Supplementary Plan | 65 | — | $— | | | Supplemental Plan | 65 | — | $— | | | TOTAL | | | $8,963 |

  224. FISCAL 2023 PENSION BENEFITS TABLE

    | (1) Benefits are provided under the Salaried Plan, the Senior Supplementary Plan, and the Deere Supplemental Plan. |

  225. FISCAL 2023 PENSION BENEFITS TABLE

    | (2) The assumed retirement age is the earliest age at which the NEO could retire without any benefit reduction due to age, or, if earlier, normal retirement age. |

  226. FISCAL 2023 PENSION BENEFITS TABLE

    | (3) Years and months of service credit under each plan as of October 29, 2023. The years of credited service are equal to years of eligible service with Deere for the Salaried and Senior Supplementary Plan. Service credit under the Deere Supplemental Plan has been based on service at grade 13 or above since January 1, 1997. |

  227. FISCAL 2023 PENSION BENEFITS TABLE

    | (4) The actuarial present value of the accumulated benefit is shown as of October 29, 2023 and is provided as a straight-life annuity for the qualified pension plan and a lump sum for nonqualified pension plan benefits. Pension benefits are not reduced for any social security benefits or other offset amounts an NEO may receive. |

  228. FISCAL 2023 PENSION BENEFITS TABLE

    The actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount that, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. Actual benefit present values will vary from these estimates depending on many factors, including actual retirement age. The following assumptions were used to calculate the present value of the accumulated benefit:

  229. FISCAL 2023 PENSION BENEFITS TABLE

    | ◾ | Each of the NEOs continues as an executive until the earliest age at which the NEO could retire without any benefit reduction due to age or normal retirement age, whichever is earlier, as defined in the Salaried Plan. |

  230. FISCAL 2023 PENSION BENEFITS TABLE

    | ◾ | Other assumptions relate to those used for financial accounting: |

  231. FISCAL 2023 PENSION BENEFITS TABLE

    | ◾ | Present value amounts were determined based on financial accounting discount rates equal to 6.15% for the Salaried Plan, 5.98% for the Senior Supplementary Plan, and 5.78% for the Deere Supplemental Plan. |

  232. FISCAL 2023 PENSION BENEFITS TABLE

    | ◾ | Benefits subject to a lump sum distribution were determined using an interest rate of 5.04%. |

  233. FISCAL 2023 PENSION BENEFITS TABLE

    | ◾ | The mortality table used for the Salaried Plan was the PRI2012WC table (with mortality projection scale MP 2021, as published by the Society of Actuaries), and the mortality table used for the Supplementary and Deere Supplemental Plans was the 2024 417 (e) table, as published by the IRS. |

  234. FISCAL 2023 PENSION BENEFITS TABLE

    | ◾ | Pensionable earnings are calculated for the most recently completed fiscal year using base pay as an estimate (assuming one base pay increase of 3.5% – 4.5%, depending on age), with no future increase, and the STI bonus at target. Pensionable earnings for prior years are calculated based on actual base pay and actual STI earned for prior years. |

  235. FISCAL 2023 PENSION BENEFITS TABLE

    | (5) Upon hire, Mr. Rose was eligible for the Cash Balance benefit of the defined benefit pension plan. Effective March 1, 2023, Mr. Rose elected to forego future pay credits under the Cash Balance benefit and become a Grow Together defined contribution plan participant. Interest credit related to the benefits he accrued until the date of election will continue, but no additional service credit will be earned. Mr. Rose will not vest in the Cash Balance benefit until 2025. Individuals not accruing benefits under the defined benefit pension plan are not eligible for the Senior Supplementary Plan. |

  236. CONTEMPORARY BENEFIT

    CONTEMPORARY BENEFIT “Career Average Pay” is used in computing retirement benefits under the Contemporary formula. Career Average Pay is calculated using salary plus STI (up to IRS limits). Deere makes additional contributions to the 401(k) retirement savings accounts of salaried employees participating in this option. The formula for calculating Contemporary benefits is:

  237. CONTEMPORARY BENEFIT

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

  238. CONTEMPORARY BENEFIT

    Early retirement eligibility is the earlier of:

  239. CONTEMPORARY BENEFIT

    | Age 55 with 10 or more years of service; or | Age 65 with five or more years of service |

  240. CONTEMPORARY BENEFIT

    Pension payments are reduced by 4% for each year the employee is under the unreduced benefits age upon retirement. Eligibility to retire with unreduced benefits occurs at age 67.

  241. Cash balance BENEFIT

    Cash balance BENEFIT The Cash Balance benefit is derived from a hypothetical account balance that the Company established on the participants’ behalf in the Salaried Plan. When first joining the Salaried Plan, the beginning account value is zero. At the end of each plan year, a pay credit and an interest credit are added to the account. Annual Earnings is calculated using salary plus STI (up to IRS limits). The formula for calculating the pay credit of the Cash Balance benefits is:

  242. Cash balance BENEFIT

    | Annual earnings | | 4% |

  243. Cash balance BENEFIT

    The interest credit is calculated by multiplying the beginning of the year account balance by the interest crediting rate for the plan year. The interest crediting rate is the lesser of 9% or the four-month average of the annual yield on non-inflation adjusted 30-year Treasury constant maturities for the months of June, July, August, and September of the plan year preceding the plan year to which the interest credit applies. The definition of retirement does not impact the benefit calculation for Cash Balance participants. Early retirement eligibility has been defined for Cash Balance participants as the earlier of:

  244. Cash balance BENEFIT

    | Age 55 with 10 or more years of service; or | Age 65 with three or more years of service |

  245. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Fiscal 2023 Nonqualified Deferred Compensation Table shows information about two programs:

  246. Nonqualified Deferred Compensation

    | the John Deere Voluntary Deferred Compensation Plan (“Deferred Plan”), a nonqualified deferred compensation plan; and | the John Deere Defined Contribution Restoration Plan (“DCRP”), a nonqualified savings plan. |

  247. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

  248. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | | | Executive Contributions in | Registrant Contributions | Aggregate Earnings in | Aggregate Balance at | | Name | | Last FY(1) | in Last FY(2) | Last FY(3) | Last FYE(4) | | John C. May | Deferred Plan | $— | $— | $8,314 | $90,284 | | | DCRP | $245,907 | $409,845 | $384,931 | $4,958,083 | | | TOTAL | $245,907 | $409,845 | $393,245 | $5,048,367 | | Joshua A. Jepsen | DCRP | $50,489 | $84,149 | $6,272 | $189,746 | | | TOTAL | $50,489 | $84,149 | $6,272 | $189,746 | | Ryan D. Campbell | DCRP | $93,378 | $155,630 | $69,581 | $1,200,622 | | | TOTAL | $93,378 | $155,630 | $69,581 | $1,200,622 | | Cory J. Reed | Deferred Plan | $261,733 | $— | $41,033 | $901,898 | | | DCRP | $88,512 | $147,521 | $182,434 | $2,205,263 | | | TOTAL | $350,245 | $147,521 | $223,467 | $3,107,161 | | Justin R. Rose | Deferred Plan | $487,667 | $— | $(11,745) | $475,922 | | | DCRP | $— | $15,667 | $(834) | $14,833 | | | TOTAL | $487,667 | $15,667 | $(12,579) | $490,755 |

  249. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2023 Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |

  250. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (2) The amounts in this column associated with the DCRP represent Deere’s contributions during the fiscal year as included in the Fiscal 2023 Summary Compensation Table under the “All Other Compensation” column. |

  251. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (3) The rates of return on account balances under the Deferred Plan and DCRP are based on the annualized rate of return under the S&P 500 Index for the prior month. |

  252. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (4) Of the aggregate balance the following amounts were reported as compensation in the Summary Compensation Table in prior years: $1,436,947 (May); $19,098 (Jepsen); $429,814 (Campbell); $512,965 (Reed); and N/A (Rose). |

  253. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 76 | 2024 PROXY STATEMENT |

  254. FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  255. Fiscal 2023 Potential Payments upon Change in Control

    Fiscal 2023 Potential Payments upon Change in Control The Change in Control Severance Program (CIC Program) includes a “double trigger” approach, under which participants will receive severance benefits only if both a change in control and qualifying termination occur. A “qualifying termination” is either:

  256. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | Deere’s termination of an executive’s employment within the six months preceding or the 24 months following a change in control for reasons other than death, disability, or “cause” (defined as an executive’s willful and continued nonperformance of duties after written demand; willful conduct that is demonstrably and materially injurious to Deere; or illegal activity); or |

  257. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | An executive’s termination of his or her own employment for “good reason” (defined as material reductions or alterations in an executive’s authority, duties, or responsibilities; change in office location of at least 50 miles from the executive’s current residence; material reductions in an executive’s participation in certain Deere compensation plans; or certain other breaches of the covenants in the CIC Program) within 24 months following a change in control. |

  258. Fiscal 2023 Potential Payments upon Change in Control

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

  259. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | Any “person,” as defined in the Securities Exchange Act of 1934 (with certain exceptions), acquires 30% or more of Deere’s voting securities; |

  260. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | A majority of Deere’s directors are replaced without the approval of at least two-thirds of the existing directors or directors previously approved by the then-existing directors; |

  261. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | Any merger or business combination of Deere and another company, unless the outstanding voting securities of Deere prior to the transaction continue to represent at least 60% of the voting securities of the new company; or |

  262. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | Deere is completely liquidated or all, or substantially all, of Deere’s assets are sold or disposed. |

  263. Fiscal 2023 Potential Payments upon Change in Control

    | 2024 PROXY STATEMENT | 77 |

  264. Fiscal 2023 Potential Payments upon Change in Control

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  265. Fiscal 2023 Potential Payments upon Change in Control

    In 2023, the Committee adopted amendments to the CIC Program to, among other things, reduce the multiplier applicable to cash severance payments in the event of a change in control and a qualifying termination for the CEO from 3.0x to 2.99x base salary plus target short-term incentive bonus. The multiplier applicable for the other NEOs was unchanged and remains at 2.0x. The amendments to the CIC Program result from the Committee’s periodic review of executive compensation, which includes consideration of shareholder feedback. Benefits provided under the CIC Program and other benefit plans are described in the footnotes to the following table. Although not reflected in the table, the CIC Program provides that Deere will pay the executive’s reasonable legal fees and expenses if the executive must enforce the program terms. Under the CIC Program, the executive agrees: (a) not to disclose or use for his or her own purposes confidential and proprietary Deere information and (b) for a period of two years following termination of employment, not to induce Deere employees to leave Deere or to interfere with Deere’s business. In addition, the John Deere Omnibus Equity and Incentive Plan (Omnibus Plan), the John Deere 2020 Equity and Incentive Plan, the LTIC plan, and the Deferred Plan each contain change in control provisions that may trigger payments. Under the Omnibus Plan and John Deere 2020 Equity and Incentive Plan, unless the Board or the Committee determines otherwise, all then-outstanding equity awards would vest and restriction periods would end only if there is both a change in control and a qualifying termination. All outstanding RSUs would be cashed out as of the date of the change in control and the executive would have the right to exercise all outstanding options. Unvested PSUs are cashed out at a target award level and the change of control price described in the Omnibus Plan and John Deere 2020 Equity and Incentive Plan. Such potential payments are disclosed adjacent to “Change in Control and Qualifying Termination” in the following table. The LTIC plan provides for payment upon a change in control based on actual performance results to date for all performance periods then in progress. Under the Deferred Plan, in the event of certain changes in control, the Committee may elect to terminate the plan within 12 months and distribute all account balances or the Committee may decide to keep the Deferred Plan in effect and modify it to reflect the impact of the change in control. The following table includes estimated potential payments that would have been due to each NEO if a change in control event had occurred and, if applicable, the NEO experienced a qualifying termination as of the end of fiscal 2023. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions, as described in the footnotes, and may not represent the actual amount each NEO would receive if a change in control occurred. The payments listed represent the incremental amounts due to NEOs beyond what the NEOs would have received without the change in control. Not included in this table are the following payments to which the NEOs are already entitled and which are reported elsewhere in this Proxy Statement:

  266. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | Amounts already earned under the STI and LTIC plans (reported in the Fiscal 2023 Summary Compensation Table) |

  267. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | The exercise of outstanding vested options (reported in the Outstanding Equity Awards at Fiscal 2023 Year-End Table) |

  268. Fiscal 2023 Potential Payments upon Change in Control

    | ◾ | Distribution of nonqualified deferred compensation (reported in the Fiscal 2023 Nonqualified Deferred Compensation Table) |

  269. Fiscal 2023 Potential Payments upon Change in Control

    | 78 | 2024 PROXY STATEMENT |

  270. Fiscal 2023 Potential Payments upon Change in Control

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  271. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

  272. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | | | | | | | Welfare Defined Contribution | | | | Name | Salary(1) | STI(2) | LTIC(3) | Stock Awards(4) | Stock Options(5) | Benefits(6) | Plans(7) | Total Payments(8) | | John C. May | | | | | | | | | | –Change in Control only | $— | $— | $6,970,675 | $— | $— | $— | $— | $6,970,675 | | –Change in Control and | $4,784,024 | $9,518,211 | $6,970,675 | $25,232,106 | $2,376,669 | $63,501 | $440,345 | $49,385,531 | | Qualifying Termination | | | | | | | | | | Joshua A. Jepsen | | | | | | | | | | –Change in Control only | $— | $— | $3,014,742 | $— | $— | $— | $— | $3,014,742 | | –Change in Control and | $1,776,500 | $1,770,125 | $3,014,742 | $1,983,075 | $— | $36,571 | $114,649 | $8,695,662 | | Qualifying Termination | | | | | | | | | | Ryan D. Campbell | | | | | | | | | | –Change in Control only | $— | $— | $3,171,692 | $— | $— | $— | $— | $3,171,692 | | –Change in Control and | $1,868,987 | $1,862,280 | $3,171,692 | $5,941,279 | $601,093 | $36,919 | $186,130 | $13,668,380 | | Qualifying Termination | | | | | | | | | | Cory J. Reed | | | | | | | | | | –Change in Control only | $— | $— | $3,102,840 | $— | $— | $— | $— | $3,102,840 | | –Change in Control and | $1,835,760 | $1,821,852 | $3,102,840 | $5,108,828 | $504,771 | $38,481 | $178,021 | $12,590,553 | | Qualifying Termination | | | | | | | | | | Justin R. Rose | | | | | | | | | | –Change in Control only | $— | $— | $2,837,404 | $— | $— | $— | $— | $2,837,404 | | –Change in Control and | $1,672,000 | $1,666,000 | $2,837,404 | $5,165,528 | $— | $1,556 | $48,407 | $11,390,895 | | Qualifying Termination | | | | | | | | |

  273. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (1) In the event of a change in control and qualifying termination, the CIC Program provides for a lump-sum payment of 2.99 times the annual base salary for the CEO and 2 times annual base salary for senior officers. |

  274. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (2) In the event of a change in control and qualifying termination, the CIC Program provides for a lump-sum payment of 2.99 times (CEO) and 2 times (senior officers) the target STI bonus amount for the fiscal year in which the termination occurs. In addition, the NEO is entitled to a prorated STI award for the current year. Since the change in control calculations in this table are made as of the end of the fiscal year, the prorated award for the current year is equal to the STI earned for the current fiscal year as reported in the Fiscal 2023 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and is not duplicated in this table. |

  275. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (3) The LTIC plan contains a change in control provision that entitles participants, as of the date of a change in control, to a lump-sum LTIC payment based on actual performance results to date for all performance periods then in progress. The payout for the three-year performance period ended with fiscal 2023 is reported in footnote (4) of the Fiscal 2023 Summary Compensation Table and is not duplicated in this table. For each of the NEOs, the amount shown in this table represents the payout for the two remaining performance periods. |

  276. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (4) Vesting of RSUs and PSUs does not accelerate unless there is both a change in control and a qualifying termination. In such cases, the vesting and restriction requirements no longer apply. Unvested RSUs will be cashed out and unvested PSUs will be cashed out at a target award level. |

  277. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    For purposes of the table, all unvested PSUs and RSUs are valued based on the closing price for Deere common stock on the NYSE as of October 29, 2023, which was $361.15. Vested RSUs are not included since they have been earned and are included on the Fiscal 2023 Nonqualified Deferred Compensation Table. Unvested PSUs and RSUs are included in the Outstanding Equity Awards at Fiscal 2023 Year-End Table.

  278. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (5) Vesting of outstanding stock options does not accelerate in the event of a change in control only. Instead, outstanding stock options will continue to vest over the three-year vesting period, subject to continued employment conditions. |

  279. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    In the event of a change in control and qualifying termination, all outstanding stock options vest and can be exercised immediately. For Messrs. May, Jepsen, Campbell, Reed, and Rose who are not eligible for retirement, the amount represents the number of outstanding, unexercisable options multiplied by the difference between the closing price for Deere common stock on the NYSE as of October 29, 2023, which was $361.15, and the option exercise prices. These amounts are included in the Outstanding Equity Awards at Fiscal 2023 Year-End Table.

  280. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (6) In the event of a change in control and qualifying termination, the CIC Program provides for continuation of health care, life, accidental death and dismemberment, and disability insurance for three full years for the CEO and two full years for the senior officers at the same premium cost and coverage. This benefit will be discontinued if the NEO receives similar benefits from a subsequent employer during this three-year period. |

  281. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (7) In the event of a change in control and qualifying termination, the CIC Program includes a cash payment equal to Deere’s contributions on behalf of each of the NEOs under our defined contribution plans for the plan year preceding termination (or, if greater, for the plan year immediately preceding the change in control). |

  282. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (8) The amounts set forth under “Deferred Compensation” and “Accumulated Pension Benefit” in the Fiscal 2023 Potential Payments upon Termination of Employment other than following a Change in Control Table would also be payable upon a change in control and qualifying termination. |

  283. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | 79 |

  284. FISCAL 2023 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  285. FISCAL 2023 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL

    FISCAL 2023 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL The following table summarizes the estimated payments to be made to the NEOs under our plans or established practices in the event of termination of employment due to death, disability, retirement, termination without cause, termination for cause, or voluntary separation. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions, as described in the footnotes, and may not represent the actual amounts the NEOs would receive. The amounts shown assume the termination event occurred at the end of fiscal 2023 and the NEO was actively employed until that time.

  286. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

  287. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | | | | | | | | Accumulated | | | Name | Salary(1) | STI(2) | LTIC(3) | Stock Awards(4) | Stock Options(5) | Deferred Compensation(6) | Pension Benefit(7) | Total Payments | | John C. May | | | | | | | | | | Death | $— | $5,911,159 | $4,297,520 | $40,327,815 | $6,360,051 | $5,048,367 | $2,580,740 | $64,525,652 | | Disability | $30,360,835 | $5,911,159 | $4,297,520 | $40,327,815 | $6,360,051 | $5,048,367 | $7,873,718 | $100,179,465 | | Retirement(8) | | | | | | | | | | Termination Without Cause | $1,600,008 | $5,911,159 | $4,297,520 | $— | $— | $5,048,367 | $4,710,471 | $21,567,525 | | Termination For Cause | $— | $5,911,159 | $4,297,520 | $— | $— | $5,048,367 | $4,710,471 | $19,967,517 | | Voluntary Separation | $— | $5,911,159 | $4,297,520 | $— | $— | $5,048,367 | $4,710,471 | $19,967,517 | | Joshua A. Jepsen | | | | | | | | | | Death | $— | $1,643,473 | $1,858,631 | $2,888,839 | $— | $189,746 | $245,190 | $6,825,879 | | Disability | $8,117,046 | $1,643,473 | $1,858,631 | $2,888,839 | $— | $189,746 | $1,015,400 | $15,713,135 | | Retirement(8) | | | | | | | | | | Termination Without Cause | $888,250 | $1,643,473 | $1,858,631 | $— | $— | $189,746 | $455,478 | $5,035,578 | | Termination For Cause | $— | $1,643,473 | $1,858,631 | $— | $— | $189,746 | $455,478 | $4,147,328 | | Voluntary Separation | $— | $1,643,473 | $1,858,631 | $— | $— | $189,746 | $455,478 | $4,147,328 | | Ryan D. Campbell | | | | | | | | | | Death | $— | $1,729,033 | $1,955,393 | $9,515,219 | $1,132,264 | $1,200,622 | $699,541 | $16,232,072 | | Disability | $16,410,647 | $1,729,033 | $1,955,393 | $9,515,219 | $1,132,264 | $1,200,622 | $3,110,811 | $35,053,989 | | Retirement(8) | | | | | | | | | | Termination Without Cause | $661,933 | $1,729,033 | $1,955,393 | $— | $— | $1,200,622 | $1,282,648 | $6,829,629 | | Termination For Cause | $— | $1,729,033 | $1,955,393 | $— | $— | $1,200,622 | $1,282,648 | $6,167,696 | | Voluntary Separation | $— | $1,729,033 | $1,955,393 | $— | $— | $1,200,622 | $1,282,648 | $6,167,696 | | Cory J. Reed | | | | | | | | | | Death | $— | $1,691,498 | $1,912,945 | $8,167,046 | $7,908,127 | $3,107,161 | $1,159,526 | $23,946,303 | | Disability | $13,633,970 | $1,691,498 | $1,912,945 | $8,167,046 | $7,908,127 | $3,107,161 | $3,620,418 | $40,041,165 | | Retirement(8) | | | | | | | | | | Termination Without Cause | $917,880 | $1,691,498 | $1,912,945 | $— | $— | $3,107,161 | $2,127,380 | $9,756,864 | | Termination For Cause | $— | $1,691,498 | $1,912,945 | $— | $— | $3,107,161 | $2,127,380 | $8,838,984 | | Voluntary Separation | $— | $1,691,498 | $1,912,945 | $— | $— | $3,107,161 | $2,127,380 | $8,838,984 | | Justin R. Rose | | | | | | | | | | Death | $— | $1,546,798 | $— | $5,765,399 | $— | $490,755 | $11,148 | $7,814,100 | | Disability | $5,851,090 | $1,546,798 | $— | $5,765,399 | $— | $490,755 | $11,148 | $13,665,190 | | Retirement(8) | | | | | | | | | | Termination Without Cause | $34,833 | $1,546,798 | $— | $— | $— | $490,755 | $11,148 | $2,083,534 | | Termination For Cause | $— | $1,546,798 | $— | $— | $— | $490,755 | $11,148 | $2,048,701 | | Voluntary Separation | $— | $1,546,798 | $— | $— | $— | $490,755 | $11,148 | $2,048,701 |

  288. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (1) Our NEOs do not have employment agreements. However, we have severance guidelines that provide compensation if termination is initiated by Deere for reasons other than cause. Our severance guidelines provide for payment of one-half month of salary plus another one-half month of salary for each complete year of employment, up to a maximum of one year’s salary. We may elect to pay severance in either a lump sum or via salary continuance, unless the amount of severance exceeds two times the applicable limit under Section 401(a)(17) of the Internal Revenue Code, in which case severance will be paid in a lump sum. |

  289. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    Under our Long-Term Disability Plan, if disabled before age 62, NEOs receive monthly benefits until age 65 equal to 60% of their salary plus the average of the three STI awards received immediately prior to the start of disability. The amount shown for disability represents the present value of the monthly benefit from the time of the disability, assumed to be October 29, 2023, until the time the NEO reaches age 65.

  290. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (2) Under all termination events, the amount of STI earned for the fiscal year ended October 29, 2023, would be payable in a lump sum no later than March 15 of the next calendar year. This amount is reported in the Fiscal 2023 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.” |

  291. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (3) Under all termination events, the amount of LTIC earned for the performance period ended October 29, 2023, would be payable in a lump sum no later than March 15 of the next calendar year. This amount is reported in footnote (4) to the Fiscal 2023 Summary Compensation Table. |

  292. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | 80 | 2024 PROXY STATEMENT |

  293. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  294. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (4) In the event of death, disability, or retirement, the most recent RSU and PSU awards are prorated based on the number of months the NEO remains employed in the year of grant. The remaining units are forfeited. All unvested and non-forfeited RSUs will vest on the date of separation from service, while PSUs that are not forfeited will continue to convert to shares at the end of the three-year performance period based on the performance metrics. When applicable restrictions lapse, vested RSUs will be converted to shares of common stock. |

  295. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    In the event of termination with or without cause or voluntary separation, any vested RSUs will be cashed out. All unvested PSUs and RSUs will be forfeited. The amounts shown in the table correspond to vested RSUs that must be held until retirement, including RSUs that vest as a result of the termination of employment. The value of PSUs for each outstanding tranche represents actual achievement relative to the Performance Peer Group assuming in the case of PSUs granted in fiscal years 2022 and 2023 truncated performance measurement periods. The performance period for PSUs granted in fiscal year 2021 ended on October 29, 2023. The final number of shares earned is based upon performance as determined by revenue growth relative to the Performance Peer Group at the end of the applicable performance period. See footnotes (5) and (6) to the Outstanding Equity Awards at Fiscal 2023 Year-End Table for performance information relating to each outstanding tranche of PSUs. All amounts shown in the table are based on the closing price for Deere common stock on the NYSE as of October 29, 2023, which was $361.15.

  296. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (5) In the event of death, all outstanding stock options vest immediately and the heirs must exercise those options within one year. In the event of disability or retirement, vesting accelerates for all outstanding stock options, but occurs no sooner than six months following the grant date. These options expire within five years. In the event of retirement, the most recent stock option awards granted to the NEOs are prorated based on the number of months the NEOs remain actively employed in the year of grant. The remaining options are forfeited. The amount shown in this table represents the number of stock options multiplied by the difference between the closing price for Deere common stock on the NYSE as of October 29, 2023, and the option exercise prices. |

  297. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    These outstanding stock options are reported in the Outstanding Equity Awards at Fiscal 2023 Year-End Table. In the event of a termination other than for death, disability, or retirement, all outstanding stock options are forfeited.

  298. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (6) In all cases, balances held in the U.S. nonqualified deferred compensation plans are payable to the employee. These amounts are reported in the Fiscal 2023 Nonqualified Deferred Compensation Table under Deferred Plan and DCRP. |

  299. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (7) The present value of the accumulated pension benefit was calculated using the following assumptions: |

  300. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Present value amounts were determined based on a discount rate of 6.15% for the Salaried Plan, 5.98% for the Senior Supplementary Plan, and 5.78% for the Deere Supplemental Plan |

  301. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Lump-sum distribution amounts were determined using an interest rate of 5.04% for the Senior Supplementary and Deere Supplemental Plans |

  302. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | The mortality table used for the Salaried Plan was PRI2012WC with mortality projection scale MP2021 |

  303. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | The mortality table used for the Senior Supplementary and Deere Supplemental Plans was 2024 417 (e) table as published by the IRS |

  304. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Pensionable earnings were based on actual base salary and forecasted STI for fiscal 2023 |

  305. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    Following are additional explanations related to the various scenarios:

  306. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Death: This amount represents the present value of the accrued survivor benefit as of October 29, 2023 |

  307. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Disability: This amount assumes service through age 65 and includes service credit for time on long-term disability |

  308. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Retirement: For the NEOs eligible to retire, this amount represents the present value of the accrued benefits if they were to retire as of October 29, 2023 |

  309. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Termination Without Cause, Termination For Cause, and Voluntary Separation: This amount represents the present value of the accrued benefit as of October 29, 2023 |

  310. FISCAL 2023 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (8) Since Messrs. May, Jepsen, Campbell, Reed, and Rose are not eligible for normal or early retirement, this scenario is not applicable. |

  311. Pay Ratio Disclosure

    Pay Ratio Disclosure Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio shown below is a reasonable estimate calculated in a manner consistent with Item 402 of Regulation S-K under the Securities Exchange Act of 1934. Per SEC guidelines, the median employee is only required to be determined once every three years provided there have been no changes to the employee population or compensation arrangements that cause Deere to reasonably believe there will be a significant change in the pay ratio disclosure. There have not been changes in our employee population or our employee compensation arrangements in 2023 that we believe would significantly impact the pay ratio disclosure. Our median employee was identified using the Company’s global full-time, part-time, temporary, and seasonal employees employed as of August 31, 2021. As of that date, we had 74,309 employees globally, with 28,424 employees located in the U.S. and 45,885 located outside the U.S. As permitted under the “5% de minimis exemption” of the pay ratio disclosure rule, we excluded all employees in 30 countries(1), which totaled 2,952, or 4%, of our total employee population. After the exclusions, 28,424 employees in the U.S. and 42,933 employees located outside the U.S. were considered for identifying the median employee. To identify the median employee, we used annualized base pay as of August 31, 2021, as our consistently applied compensation measure. For salaried employees, this included annualized base salary. For hourly employees, this included annual hourly wages excluding overtime, bonuses, or other earnings. Base pay was annualized for permanent employees not employed a full year in 2021. Base pay paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on August 29, 2021, which is considered the August year-to-date average exchange rate.

  312. Pay Ratio Disclosure

    | 2024 PROXY STATEMENT | 81 |

  313. Pay Ratio Disclosure

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  314. Pay Ratio Disclosure

    Using this methodology, we identified our median employee to be a full-time, hourly employee located in the U.S. The annual total compensation was calculated in accordance with the SEC rules applicable to the Summary Compensation Table. The annual total compensation of our employee identified at median using the above methodology for fiscal 2023 was $94,247. Mr. May’s annual total compensation as presented in the Fiscal 2023 Summary Compensation Table was $26,722,519. Calculated in this manner, the ratio of the CEO’s total compensation to our median employee’s total compensation for fiscal 2023 was about 284 to 1.

  315. Pay Ratio Disclosure

    | (1) The countries and approximate number of employees excluded from the calculation are as follows: Australia (365), Austria (26), Belarus (36), Bonaire, Sint Eustatius and Saba (3), Bulgaria (16), Denmark (28), Estonia (11), Georgia (7), Hungary (20), Ireland (22), Italy (92), Japan (25), Latvia (9), Lithuania (19), Malaysia (34), Netherlands (215), Norway (59), Philippines (15), Poland (287), Romania (31), Serbia (11), Singapore (65), South Africa (163), Sweden (157), Switzerland (659), Taiwan (36), Thailand (94), Turkey (56), Ukraine (54), and United Kingdom (337). |

  316. pay versus performance Disclosure

    pay versus performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  317. Pay versus Performance

    Pay versus Performance

  318. Pay versus Performance

    | | | | Average | Average | Value of Initial | | | | | | Summary | | Summary | Compensation | Fixed $100 Investment | | | Operating | | | Compensation | Compensation | Compensation Table | Actually Paid | based on:(4) | | | Return on | | Fiscal | Table Total | Actually Paid | Total for Non-PEO | to Non-PEO | | Peer Group | | Operating | | Year | for PEO(1) ($) | to PEO(1)(2)(3) ($) | NEOs(1) ($) | NEOs(1)(2)(3) ($) | TSR ($) | TSR ($) | Net Income(5) | Assets(6) | | 2023 | $26,722,519 | $28,995,124 | $7,763,381 | $8,503,136 | 165.72 | 133.62 | 10,155 | 52.5% | | 2022 | $20,300,151 | $38,631,080 | $5,243,700 | $8,863,842 | 179.84 | 128.81 | 7,130 | 39.8% | | 2021 | $19,912,826 | $48,000,087 | $6,571,828 | $15,050,369 | 153.17 | 139.83 | 5,965 | 38.1% |

  319. Pay versus Performance

    | (1) Mr. May was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  320. Pay versus Performance

    | 2021 | 2022 | 2023 | | Ryan D. Campbell | Ryan D. Campbell | Ryan D. Campbell | | Marc A. Howze | Marc A. Howze | Joshua A. Jepsen | | Rajesh Kalathur | Joshua A. Jepsen | Cory J. Reed | | Cory J. Reed | Mary K. W. Jones | Justin R. Rose | | | Rajesh Kalathur | | | | Cory J. Reed | |

  321. Pay versus Performance

    | (2) Compensation Actually Paid amounts are calculated using the fair value or change in fair value, as applicable, of equity award adjustments in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. |

  322. Pay versus Performance

    | (3) Compensation Actually Paid reflects adjustments made to total compensation amounts as reported in the Summary Compensation Table for the applicable year for the PEO and Non-PEO NEOs, as set forth below, computed in accordance with Item 402(v) of Regulation S-K. Equity values are calculated in accordance with FASB ASC Topic 718. |

  323. Pay versus Performance

    | | | | | Exclusion of | | | | | Summary | Exclusion of | Inclusion of | Stock Awards | | | | | Compensation | Change in | Pension Service | and Option | Inclusion of | Compensation | | Fiscal | Table Total for | Pension Value for | Cost for | Awards for | Equity Values for | Actually Paid to | | Year | John C. May(1) ($) | John C. May ($) | John C. May ($) | John C. May ($) | John C. May ($) | John C. May ($) | | 2023 | $26,722,519 | $(436,715) | $313,488 | $(18,180,007) | $20,575,839 | $28,995,124 | | 2022 | $20,300,151 | $— | $413,778 | $(11,234,238) | $29,151,389 | $38,631,080 | | 2021 | $19,912,826 | $(741,736) | $384,230 | $(9,290,187) | $37,734,954 | $48,000,087 |

  324. Pay versus Performance

    | | Average | | | Exclusion of | | | | | Summary | Exclusion of | Inclusion of | Average Stock | Inclusion of | Average | | | Compensation | Average Change in | Average Pension | Awards and Option | Average Equity | Compensation | | Fiscal | Table Total for | Pension Value for | Service cost for | Awards for | Values for | Actually Paid to | | Year | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | | 2023 | $7,763,381 | $(83,812) | $86,951 | $(4,788,595) | $5,525,211 | $8,503,136 | | 2022 | $5,243,700 | $— | $189,347 | $(1,924,893) | $5,355,688 | $8,863,842 | | 2021 | $6,571,828 | $(339,277) | $232,162 | $(2,121,595) | $10,707,251 | $15,050,369 |

  325. Pay versus Performance

    | 82 | 2024 PROXY STATEMENT |

  326. Pay versus Performance

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  327. Pay versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  328. Pay versus Performance

    | | Inclusion of | | | | | | | | | Year-End | | Inclusion of | | | | | | | Fair Value of | | Vesting Date | Inclusion of | Exclusion of Prior | | | | | Equity Awards | Inclusion of | Fair Value of | Change in Fair | Year-End Fair | | | | | Granted During | Change in | Equity Awards | Value of Equity | Value of Equity | Inclusion of | | | | the Year That | Fair Value from | Granted During | Awards Granted | Awards Granted | Dividends or Other | | | | Remained | Last Day of Prior | the Year that | in Prior Years | in Prior Years | Earnings Paid on | | | | Unvested at | Year to | Vested During | that Vested in | that Failed to Vest | Equity Awards Not | Total - Inclusion | | | Applicable | Applicable | the Applicable | the Applicable | in the Applicable | Otherwise | of Equity | | Fiscal | Year-End for | Year-End for | Year for | Year for | Year for | Included for | Values for | | Year | John C. May(1) ($) | John C. May ($) | John C. May ($) | John C. May ($) | John C. May ($) | John C. May ($) | John C. May ($) | | 2023 | $21,044,235 | $(3,635,148) | $— | $3,166,752 | $— | $— | $20,575,839 | | 2022 | $19,417,988 | $8,756,697 | $— | $976,704 | $— | $— | $29,151,389 | | 2021 | $19,345,052 | $17,530,496 | $— | $859,406 | $— | $— | $37,734,954 |

  329. Pay versus Performance

    | | Inclusion of | | | | | | | | | Average Year-End | | Inclusion of | | Exclusion of | | | | | Fair Value of | | Average Vesting | Inclusion of | Average Prior | | | | | Equity Awards | Inclusion of | Date Fair Value | Average Change in | Year-End Fair | Inclusion of | | | | Granted During | Average Change in | of Equity Awards | Fair Value of | Value of Equity | Average Dividends | | | | the Year That | Fair Value from | Granted During | Equity Awards | Awards Granted | or Other Earnings | | | | Remained | Last Day of Prior | the Year that | Granted in Prior | in Prior Years | Paid on Equity | | | | Unvested at | Year to | Vested During | Years that Vested | that Failed to Vest | Awards Not | Total - Average | | | Applicable | Applicable | the Applicable | in the Applicable | in the Applicable | Otherwise | Inclusion of | | Fiscal | Year-End for | Year-End for | Year for | Year for | Year for | Included for | Equity Values for | | Year | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | Non-PEO NEOs ($) | | 2023 | $5,552,601 | $(430,014) | $— | $402,624 | $— | $— | $5,525,211 | | 2022 | $3,292,511 | $1,744,493 | $— | $318,684 | $— | $— | $5,355,688 | | 2021 | $4,330,904 | $5,892,939 | $— | $483,408 | $— | $— | $10,707,251 |

  330. Pay versus Performance

    Please note that any columns included in the inclusion of Equity Values tables that contain a “—” did not have an amount in that category for that year.

  331. Pay versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Industrials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended October 29, 2023. The comparison assumes $100 was invested for the period starting November 1, 2020, through the end of the listed year in the Company and in the S&P 500 Industrials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  332. Pay versus Performance

    | (5) Represents the amount of total net income, in millions, as reported in the Company’s audited GAAP financial statements for each applicable fiscal year, in accordance with rules adopted by the SEC. |

  333. Pay versus Performance

    | (6) We determined Operating Return on Operating Assets (OROA) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2023. OROA is a non-GAAP financial measure used in our Short-Term Incentive plan, and the calculation of, and adjustments to, this measure are described in the Compensation Discussion and Analysis section above. Please refer to Appendix B, “Deere & Company Non-GAAP and Key Performance Measures” for the calculation of OROA. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  334. Pay versus performance comparative disclosure

    Pay versus performance comparative disclosure In accordance with Item 402(v)(5) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.

  335. Pay versus performance comparative disclosure

    | 2024 PROXY STATEMENT | 83 |

  336. Pay versus performance comparative disclosure

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

  337. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years:

  338. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years:

  339. Compensation Actually Paid and Company-Selected Measure(1)

    Compensation Actually Paid and Company-Selected Measure(1) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Company-Selected Measure during the three most recently completed fiscal years:

  340. Compensation Actually Paid and Company-Selected Measure(1)

    | (1) OROA is a non-GAAP measure. See Appendix B for details. |

  341. Compensation Actually Paid and Company-Selected Measure(1)

    | 84 | 2024 PROXY STATEMENT |

  342. Compensation Actually Paid and Company-Selected Measure(1)

    | PROXY SUMMARY | PROPOSAL 1: ELECTION OF DIRECTORS | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | OTHER MATTERS FOR VOTE | ADDITIONAL INFORMATION | APPENDICES |

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

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