DEF 14A of Deere & Co, Jan 10, 2025

DEF 14A of Deere & Co

Filed Jan 10, 2025 · FY20240001558370-25-000112

Open on EDGAR

  1. Annual Election of Directors

    Annual Election of Directors

  2. Annual Election of Directors

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

  3. Annual Election of Directors

    | 2025 PROXY STATEMENT | 11 |

  4. 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 |

  5. 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 recommend a candidate for consideration by the Corporate Governance Committee, please send a proposal in writing to our Corporate Secretary at the address of our principal executive offices. If you wish to nominate a director, please review the procedures described in the Additional Information section under “2026 Shareholder Proposals and Nominations” in this Proxy Statement. It is the policy of the Corporate Governance Committee to evaluate 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 character, skills, experience, international versus domestic background, age, race, ethnicity, gender, and other types of diversity, as well as legal and regulatory requirements, in the context of an assessment of the particular needs of the Board at the time. The Corporate Governance Committee also considers qualitative criteria, such as alignment with Deere’s core values, when evaluating director candidates. The Corporate Governance Committee assesses all these criteria when considering information about the nominee provided by the proponent, the nominee, third parties, and other sources. The Committee also assesses each nominee’s affiliations and commitments in accordance with the Board’s time commitment and overboarding policies in connection with its annual self-assessment. 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. In accordance with this policy, Clayton M. Jones will not stand for re-election and will retire from the Board effective as of the Annual Meeting.

  6. Director Nominees

    Director Nominees The Corporate Governance Committee has recommended, and the Board has nominated, each of Leanne G. Caret, Tamra A. Erwin, R. Preston Feight, Alan C. Heuberger, L. Neil Hunn, Michael O. Johanns, 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 2026. Each of the nominees, other than Mr. Feight, have been previously elected by our shareholders. Mr. Feight was initially recommended to the Corporate Governance Committee by another director. Effective with Mr. Jones’ retirement as of the Annual Meeting, 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.

  7. 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.

  8. Board Diversity

    | 12 | 2025 PROXY STATEMENT |

  9. 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 |

  10. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

  11. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | | Skill / Qualification | CARET | ERWIN | FEIGHT | HEUBERGER | HUNN | JOHANNS | 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 (including artificial intelligence), 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 | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | |

  12. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    ◯ = Audit committee financial expert under SEC rules

  13. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2025 PROXY STATEMENT | 13 |

  14. 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 |

  15. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | LEANNE G. CARET | | Independent I Director Since: 2021 I Age: 58 | | 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) |

  16. 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. |

  17. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | TAMRA A. ERWIN | | Independent I Director Since: 2020 I Age: 60 | | Committees: Corporate Governance (Chair), Compensation, Executive | 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) ◾ Xerox Holdings Corporation (XRX) |

  18. 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. |

  19. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 14 | 2025 PROXY STATEMENT |

  20. 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 |

  21. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | R. PRESTON FEIGHT | | Independent I Director Since: 2024 I Age: 57 | | Committees: Audit Review, Corporate Governance | Chief Executive Officer of PACCAR Inc (since 2019) | | | | Past Positions at PACCAR Inc (commercial trucks and vehicles, aftermarket parts, financial services) | | | | ◾ Executive Vice President – 2018 to 2019 ◾ Vice President and President, DAF Trucks – 2016 to 2018 ◾ Vice President and General Manager, Kenworth Truck Company – 2015 to 2016 ◾ Assistant General Manager, Marketing and Sales, Kenworth Truck Company – 2012 to 2014 ◾ Chief Engineer, Kenworth Truck Company – 2008 to 2012 | Other Current Directorships ◾ PACCAR Inc (PCAR) | | Key Experience and Qualifications ◾ Executive leader in manufacturing. Draws upon his leadership experience as PACCAR Inc’s Chief Executive Officer. ◾ Deep manufacturing experience in global business operations. Experience with a global manufacturing organization enables thorough understanding of challenges and growth opportunities through the evolution and integration of technology advancements including alternative propulsion, connectivity, and autonomy. ◾ Valuable perspective on business strategy. Over 30 years of experience in engineering, management, and leadership, including oversight of manufacturing, aftermarket, and captive finance, enables key insights for the Board. | | |

  22. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | ALAN c. heuberger | | Independent I Director Since: 2016 I Age: 51 | | 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

    | 2025 PROXY STATEMENT | 15 |

  24. 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 |

  25. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | L. NEIL HUNN | | Independent I Director Since: 2023 I Age: 52 | | 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. — 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. | | |

  26. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | MICHAEL O. JOHANNS | | Independent I Director Since: 2015 I Age: 74 | | 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

    | 16 | 2025 PROXY STATEMENT |

  28. 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 |

  29. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | JOHN C. MAY | | Director Since: 2019 I Age: 55 | | 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. | | |

  30. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | GREGORY R. PAGE | | Independent I Director Since: 2013 I Age: 73 | | 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. | | |

  31. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2025 PROXY STATEMENT | 17 |

  32. 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 |

  33. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | SHERRY M. SMITH | | Independent I Director Since: 2011 I Age: 63 | | Committees: Audit Review, Corporate Governance | 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. | | |

  34. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | DMITRI L. STOCKTON | | Independent I Director Since: 2015 I Age: 60 | | 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) ◾ Smurfit WestRock plc (SW) Previous Directorships ◾ Stanley Black & Decker, Inc. (SWK) |

  35. 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. |

  36. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 18 | 2025 PROXY STATEMENT |

  37. 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 |

  38. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | SHEILA G. TALTON | | Independent I Director Since: 2015 I Age: 72 | | 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) | | 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. | | |

  39. Board NOMINEES Skills AND DEMOGRAPHIC BACKGROUND

    | 2025 PROXY STATEMENT | 19 |

  40. 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 |

  41. Compensation of Directors

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

  42. 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 |

  43. Compensation of Directors

    We pay nonemployee directors an annual retainer. Committee chairs and the Lead Director receive additional 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 2024 meeting, the Board approved the changes to the compensation of nonemployee directors set forth below as recommended by the Corporate Governance Committee. The cash components became effective in October 2022 and no additional changes to the cash components were recommended in 2024. The equity component became effective in October 2024 for the RSU awards to be granted after the Annual Meeting. The following chart describes the amounts we pay and the value of awards we grant to nonemployee directors:

  44. Compensation of Directors

    | Date Approved by the Board | August 2022 | August 2024 | | Effective Date of the Annual Amounts | October 2022 | October 2024 | | Retainer | $140,000 | $140,000 | | Equity Award | $165,000 | $180,000 | | Lead Director Fee | $40,000 | $40,000 | | Audit Review Committee Chair Fee | $25,000 | $25,000 | | Compensation Committee Chair Fee | $25,000 | $25,000 | | Corporate Governance Committee Chair Fee | $20,000 | $20,000 | | Finance Committee Chair Fee | $15,000 | $15,000 |

  45. 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.

  46. Compensation of Directors

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

  47. 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 effective 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.

  48. Compensation of Directors

    | 20 | 2025 PROXY STATEMENT |

  49. 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 |

  50. 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.

  51. fiscal 2024 DIRECTOR COMPENSATION

    fiscal 2024 DIRECTOR COMPENSATION In fiscal 2024, 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 2024 Summary Compensation Table.

  52. fiscal 2024 DIRECTOR COMPENSATION

    | | Fees Earned | | | | Name | or Paid in Cash(1) | Stock Awards(2) | Total | | Leanne G. Caret | $165,000 | $164,984 | $329,984 | | Tamra A. Erwin | $143,333 | $164,984 | $308,317 | | Alan C. Heuberger | $140,000 | $164,984 | $304,984 | | Charles O. Holliday, Jr. | $60,000 | $— | $60,000 | | L. Neil Hunn | $140,000 | $164,984 | $304,984 | | Michael O. Johanns | $140,000 | $164,984 | $304,984 | | Clayton M. Jones | $156,667 | $164,984 | $321,650 | | Gregory R. Page | $155,000 | $164,984 | $319,984 | | Sherry M. Smith | $166,667 | $164,984 | $331,650 | | Dmitri L. Stockton | $165,000 | $164,984 | $329,984 | | Sheila G. Talton | $140,000 | $164,984 | $304,984 |

  53. fiscal 2024 DIRECTOR COMPENSATION

    | (1) All fees earned in fiscal 2024 for services as a director, including committee chair and Lead Director fees, whether paid in cash or deferred under the Nonemployee Director Deferred Compensation Plan, are included in this column. |

  54. fiscal 2024 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 2024, the grant date was March 6, 2024, and the grant price was $366.63 per RSU. |

  55. fiscal 2024 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 the fiscal year ended October 27, 2024 (“2024 Form 10-K”). The following table lists the cumulative restricted shares and RSUs held by the nonemployee directors as of October 27, 2024:

  56. fiscal 2024 DIRECTOR COMPENSATION

    | Name | Restricted Stock | RSUs | Name | Restricted Stock | RSUs | | Leanne G. Caret | — | 1,412 | Clayton M. Jones | 824 | 20,669 | | Tamra A. Erwin | — | 2,539 | Gregory R. Page | — | 11,121 | | Alan C. Heuberger | — | 6,204 | Sherry M. Smith | — | 13,271 | | L. Neil Hunn | — | 678 | Dmitri L. Stockton | — | 8,415 | | Michael O. Johanns | — | 8,931 | Sheila G. Talton | — | 8,415 |

  57. fiscal 2024 DIRECTOR COMPENSATION

    | 2025 PROXY STATEMENT | 21 |

  58. fiscal 2024 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 |

  59. Security Ownership of Certain Beneficial Owners and Management

    | (6) See the Outstanding Equity Awards at Fiscal 2024 Year-End table for additional information regarding equity ownership for NEOs. |

  60. EXECUTIVE COMPENSATION Table of contents

    | executive compensation tables and other information | | | | | Executive Compensation Tables | 70 | Option Award Disclosure | 85 | | Pay Ratio Disclosure | 81 | Equity Compensation Plan Information | 86 | | Pay Versus Performance Disclosure | 82 | | |

  61. FISCAL 2024 financial PERFORMANCE

    | Deere continues to deliver strong TSR performance outperforming the S&P 500 as well as our compensation and performance peer groups’ medians in the five- and ten-year cumulative periods. |

  62. Compensation Metrics

    | SHORT-TERM INCENTIVE | LONG-TERM INCENTIVE | | DRIVERS OF ONE-YEAR OROA(1), OROS(2), AND ROE(3) | DRIVERS OF RELATIVE TSR AND RELATIVE REVENUE GROWTH | | ◾ Operating margin focus ◾ Disciplined asset management ◾ Efficient use of equity ◾ Near-term business execution ◾ Disciplined capital allocation | ◾ Market share ◾ Successful execution of business strategy, including our technology innovation ◾ Stock price appreciation over the long term ◾ Market conditions |

  63. COMPENSATION METRIC PERFORMANCE SUMMARY FOR PERFORMANCE PERIOD ENDED 2024

    | | | | 2024 Results | Fiscal 2024 Actions and Results | Page | | Short-Term | Short-Term Incentive (STI) | OROA | 35.9% | The STI payout was 180.0% of target, resulting in an award of $6.0 million for the CEO and awards of $1.7 million for the other NEOs. | 51 | | | | OROS | 18.2% | | | | | | ROE | 9.6% | | | | | | Payout as a % of Target | 180.0% | | | | Long-Term | Cash (LTIC)(1) (Discontinued starting in 2024) | 3-Year Accumulated SVA(2) | $20.9B | The payout for the 2022-2024 performance period due to accumulated SVA was 200%. Although the relative TSR was at the 54th percentile, no additional adjustment was made to the LTIC payout due to having reached the 200% payout cap based on SVA performance. This resulted in an award of $4.5 million for the CEO and awards ranging from $1.9 million to $2.0 million for each of the other NEOs eligible for an LTIC award. | 60 | | | | Accumulated SVA % of Target | 200.0% | | | | | | 3-Year TSR as of Fiscal Year End | 24.0% | | | | | | TSR Performance Results as Compared to the Performance Peer Group(3) | 54th Percentile | | | | | | TSR Modifier(4) | N/A | | | | | | Payout as a % of Target | 200.0% | | | | | Equity (LTI) | Deere Annualized Revenue Growth Rate | 5.5% | For the performance share units (PSUs) vesting in fiscal 2024 based upon Deere’s relative revenue growth over the 2022-2024 performance period, Deere performed at the 42nd percentile, which equates to a 76.0% payout. The LTI grant for the 2024-2026 performance period was made in December 2023 and is based on relative revenue growth and relative TSR. The CEO received an LTI award with a grant date value of $17.76 million, a 20% increase over the base-level award; LTI awards for the other NEOs were increased by an average of 15%, with a grant date value of $4.14 million; adjustments reflect strong operating performance, execution of the Smart Industrial Operating Model, and responsiveness to the dynamic business conditions. | 56, 59 | | | | Revenue Growth Performance Results as Compared to Performance Peer Group(3) | 42nd Percentile | | | | | | PSU Payout as a % of Target | 76.0% | | |

  64. COMPENSATION METRIC PERFORMANCE SUMMARY FOR PERFORMANCE PERIOD ENDED 2024

    | (3) See the Performance Peer Group section for additional details. |

  65. COMPENSATION METRIC PERFORMANCE SUMMARY FOR PERFORMANCE PERIOD ENDED 2024

    | (4) Due to the payout being at the 200% cap based upon accumulated SVA, there is no additional adjustment for the TSR Modifier. |

  66. Majority of CEO and NEO Total Compensation was Performance-BAsed

    Majority of CEO and NEO Total Compensation was Performance-BAsed Approximately 92% of our CEO’s 2024 target total compensation was variable and at-risk, and 54% was performance-based compensation (in the form of STI and PSUs in the LTI award). Similarly, 83% of our other NEOs’ annual target total compensation was variable and at-risk and 50% was performance-based compensation. The performance-based portion is based on OROA, OROS, and ROE in the STI program, and three-year relative TSR (50%) and relative revenue growth (50%) in the PSUs, which represent 50% of the total LTI award. These proportions enhance the strong link between pay and performance for our CEO and other NEOs and the alignment of their interests with those of the Company and shareholders. The table below shows the CEO’s target total direct compensation for fiscal 2024, made up of base salary, STI, and LTI in the form of PSUs, stock options, and restricted stock units (RSUs), illustrating the high proportion that is performance-based.

  67. Majority of CEO and NEO Total Compensation was Performance-BAsed

    | | | Performance-Based | | | | | | 2024 CEO Target Total Direct Compensation | Salary | STI Target | LTI Target PSUs | LTI Target Stock Options | LTI Target RSUs | Total | | John May | $1,664,004 | $3,328,008 | $7,400,000 | $3,700,000 | $3,700,000 | $19,792,012 | | % of LTI | | | 50% | 25% | 25% | | | % Of Overall Total | 8% | 17% | 37% | 19% | 19% | 100% |

  68. short-term incentive USES RIgorous, pre-set Financial Goals

    short-term incentive USES RIgorous, pre-set Financial Goals We have selected the metrics of OROA, OROS, and ROE for our STI program. The use of OROA as a metric in the STI plan leverages the strong relationship between OROA and SVA, as demonstrated by a 10-year and 20-year correlation coefficient between the two metrics of 0.99 and 0.91, respectively. Due to the cyclicality of Deere’s business, the Committee approves goals for OROA and OROS based upon a range of potential conditions rather than a static forecast. This range of goals is rigorous, aggressive and challenging, attainable only with strong performance, and taking into account where Deere is in the cycle and other relevant opportunities and risks. Underscoring the challenge inherent in the goals, the Committee fixes threshold, target, and maximum OROA and OROS goals that are more ambitious at the peak of the business cycle, when it is easier to cover fixed costs and achieve a higher asset turnover (and thus a better OROA and OROS), and lower at the trough. Over time, the targets have increased to reflect structural, long-term improvements in the business. To maintain the rigor of the program, the specific goals for any year are formulaically determined based upon where Deere is in the cycle as compared to the approved goal ranges. There is no discretion in the determination of the goals associated with a specific volume level. The Company’s overall performance in fiscal 2024 was reflective of a structurally improved business amidst challenging market conditions.The OROA of 35.9% and OROS of 18.2% reflect strong performance despite below mid-cycle volumes from our equipment operations. This resulted in the CEO and NEOs earning 180.0% of the target payout, demonstrating the rigor and pay-for-performance alignment of the STI program.

  69. short-term incentive USES RIgorous, pre-set Financial Goals

    | 42 | 2025 PROXY STATEMENT |

  70. short-term incentive USES RIgorous, pre-set Financial Goals

    | 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 |

  71. short-term incentive Goals increased for fiscal 2025

    short-term incentive Goals increased for fiscal 2025 Emphasizing the rigor and the challenging nature of the goals set by the Committee, and to further align with Deere’s continued focus to deliver upon the Leap Ambitions, including 20% mid-cycle OROS by 2030, the Committee approved increased STI performance targets for OROA and OROS for fiscal 2025. Refer to the Sustainability and Human Capital section above for detail on our Leap Ambitions. STI goals have increased dramatically over the past ten years. The increased STI goals demonstrate Deere’s commitment to deliver strong financial performance through the cycle. The significant and increasing level of challenge and rigor in the STI program are demonstrated by each of the following:

  72. short-term incentive Goals increased for fiscal 2025

    | ◾ | The fiscal 2024 mid-cycle target OROA performance goal was more than double the target performance goal in fiscal 2015. |

  73. short-term incentive Goals increased for fiscal 2025

    | ◾ | The fiscal 2024 threshold level of OROA at trough of 12% aligns with neutral SVA performance. This means that positive SVA must be delivered for the OROA metric to contribute to a STI payout. |

  74. short-term incentive Goals increased for fiscal 2025

    | ◾ | The OROA performance level at trough that was required for a threshold payout in fiscal 2024 was previously the performance level that was required in fiscal 2015 for a maximum payout at trough. |

  75. short-term incentive Goals increased for fiscal 2025

    | ◾ | The addition of OROS as a performance metric for STI in fiscal 2022 demonstrated commitment to the Company’s operating strategy. |

  76. short-term incentive Goals increased for fiscal 2025

    The new OROA and OROS goals that will apply to participants in the STI plan in fiscal 2025 are below, along with comparisons to the goals as they existed previously.

  77. 50% of CEO and OTHER NEO Equity was Performance-based

    50% of CEO and OTHER NEO Equity was Performance-based In fiscal 2024, 50% of the LTI equity award for the CEO and other NEOs was in the form of PSUs. The PSUs are tied to two equally weighted, three-year performance metrics of relative revenue growth and relative TSR as compared to the performance peer group. The Committee set the target at the 50th percentile for relative TSR performance and at the 50th percentile for relative revenue growth, which it considered rigorous and challenging levels.The remainder of the LTI equity award for the CEO and other NEOs was made up of 25% stock options and 25% RSUs, both of which vest in approximately equal annual installments over three years. The proportion of total compensation that was performance-based further enhances the link between pay and performance for the CEO and other NEOs and strengthens the alignment of the interests of the executives with shareholders.

  78. Peer group assessed and Reviewed annually

    Peer group assessed and Reviewed annually Each year, the Committee, with the assistance of the compensation consultant, completes a rigorous review of the peer group of comparable companies that is used as a reference point in connection with executive compensation decisions. In this assessment, the Committee evaluates U.S.-based companies with an emphasis on diversified, global, industrial manufacturing companies with comparable sales and market capitalization to Deere. The Committee carefully considers the selection criteria, the range of values on such criteria, and the companies included. For fiscal 2024, the Committee determined the appropriate market reference for the CEO’s and other NEOs’ target total direct compensation was the median (50th percentile) of the compensation peer group. Consistent with best practices for corporate governance, the Committee has committed to review the peer group annually. Refer to the “Compensation Peer Group” and “Performance Peer Group” discussions in the Compensation Determination Methodology and Process section for additional detail.

  79. Peer group assessed and Reviewed annually

    | 2025 PROXY STATEMENT | 43 |

  80. Peer group assessed and Reviewed annually

    | 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 |

  81. Shareholders and the Executive Compensation Program

    | how we are responding to what we heard | | In response to the feedback received from shareholders throughout the year, we have taken the following actions: ◾ Implemented changes to our variable pay plans to ensure alignment of pay and performance by: (1) increasing the proportion of performance-based PSUs in our LTI plan to 50%; and (2) adjusting the metric weightings for STI ◾ To more closely align the interests of our CEO and NEOs with those of our shareholders, we shifted all long-term incentives to be in the form of equity, eliminating the long-term cash component from previous years ◾ Enhanced integration with the Leap Ambitions(1) through emphasis on OROS in the STI calculation, including increasing weighting in fiscal 2024 ◾ Balanced shareholders’ interest in efficient management of assets by retaining OROA as the metric with the greatest weighting in the STI calculation in fiscal 2024 ◾ Continued inclusion of sustainability components through qualitative assessments in executive compensation programs in fiscal 2024 ◾ Continued alignment with shareholders by using relative TSR and relative revenue growth in our compensation program ◾ Approved increased STI performance targets for OROA and OROS for fiscal 2025 to further align with Deere’s continued focus to deliver upon the Leap Ambitions, including 20% mid-cycle OROS by 2030 (1) Our Leap Ambitions are focused goals designed to boost economic value and sustainability for our customers. See Sustainability and Human Capital, above. |

  82. pay for performance compensation considerations

    pay for performance compensation considerations 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 as necessary through adjustments to base salary and the LTI equity component. 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.

  83. 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 2023—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 payouts, 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.

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

    | 2025 PROXY STATEMENT | 45 |

  85. REVIEW OF PAY FOR PERFORMANCE RELATIVE TO 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 |

  86. 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 2021-2023, LTIC awards paid for the three-year period from 2021-2023; forecasted payouts for LTIC cycles that remain in progress at the end of the three-year period; the Black-Scholes value as of October 27, 2023 (the last trading day of our fiscal year 2023) of any stock options granted over the three-year period; the value as of October 27, 2023 of RSUs granted over the three-year period based on our stock price as of that date; and the value of PSUs as of that date based on actual performance for the 2021-2023 performance cycle and performance to-date for the in-process 2022-2024 and 2023-2025 performance cycles.

  87. LTI REPORTED VERSUS REALIZABLE VALUE

    LTI REPORTED VERSUS REALIZABLE VALUE The values for stock and stock option awards included in the Fiscal 2024 Summary Compensation Table are presented in accordance with SEC requirements. In addition, the Committee also evaluates realizable value in connection with the CEO pay for performance assessment. To calculate the realizable value, the stock units from the LTI equity awards granted in fiscal 2022, 2023, and 2024 are valued using the fiscal year-end stock price of $407.93. The value of PSUs also takes into consideration the current year payout and the current performance for the performance cycles in-process (2023-2025 and 2024-2026). 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 2024 Summary Compensation Table to Mr. May’s realizable LTI equity value for each of the grants in fiscal 2022, 2023, and 2024.

  88. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    REPORTED VS. REALIZABLE LTI EQUITY VALUE (Thousands)

  89. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    | ◾ | ◾ | | | (a) See footnotes (2) and (3) to the Fiscal 2024 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 2022, 2023, and 2024 using the Black-Scholes value as of October 27, 2024. ◾ The value of RSUs that were granted in fiscal 2022, 2023, and 2024 using the stock price as of October 27, 2024 of $407.93. ◾ The value of PSUs granted in fiscal 2022, 2023, and 2024 using the stock price as of October 27, 2024 of $407.93 and reflecting actual payout for the 2022- 2024 performance period and projected payouts for the in-process performance cycles of 2023-2025 and 2024-2026. |

  90. REPORTED VS. REALIZABLE LTI EQUITY VALUE

    | 46 | 2025 PROXY STATEMENT |

  91. 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 |

  92. 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 ◾ Annually 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 | |

  93. Direct Compensation Elements

    Direct Compensation Elements As shown in the 2024 Target Direct Compensation Mix charts, the majority of direct compensation for the CEO and NEOs is based on “at-risk” variable pay, with a majority of CEO and NEO pay being performance-based. 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 incentives are awarded in the form of equity, with 50% being in the form of PSUs that are performance-based, as well as RSUs and stock options.

  94. executive compensation changes IN fiscal 2024

    executive compensation changes IN fiscal 2024 In fiscal 2024, the Company implemented changes to our executive compensation plans to ensure alignment with and support for our Smart Industrial Operating Model and Leap Ambitions, including consideration of shareholder expectations and market practices. This included adjustments to the weighting of the metrics used to determine payouts under the STI plan to align with the goal for OROS in the Leap Ambitions and to balance the desire for asset efficiency throughout the cycle. We also simplified the calculation for the STI plan. To align, balance, and simplify, we established a new distribution of weighting across the metrics such that OROA continues to be the most heavily weighted metric at 50%, OROS increased slightly to 40%, and ROE increased slightly to 10%. Beginning in fiscal 2024, all of the long-term incentive component of compensation for our executive officers is awarded in the form of equity. We discontinued the use of the long-term incentive cash (LTIC) plan for performance periods that would have begun in fiscal 2024. SVA continues as a compensation metric for the LTIC plan through the completion of the performance period ending in 2025, after which the Committee will continue to review SVA as a key operational metric. Relative TSR, which has served as a modifier on the LTIC plan, was added as a metric for PSUs under the LTI equity plan. In fiscal 2024, we also adjusted the mix of equity awards for our executive officers, with a greater emphasis on performance-based equity such that equity was delivered in a mix of 50% PSUs, 25% RSUs, and 25% stock options. The performance metrics for the PSUs granted in fiscal 2024 are relative revenue growth and relative TSR in equal proportions. In addition, for fiscal 2024 LTI base level equity awards, the performance adjustment factor range was lowered to be 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.

  95. Short-Term Incentive (STI)

    Short-Term Incentive (STI) Awards under the John Deere Short-Term Incentive Bonus Plan are paid in cash based on annual metrics.

  96. PERFORMANCE METRICS FOR STI

    PERFORMANCE METRICS FOR STI The Committee believes operating margins and the allocation of capital for research and development as well as other 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. To underscore this focus, the performance metrics include operating return on operating assets (OROA) and operating return on sales (OROS) from the equipment operations, and return on equity (ROE) from financial services.

  97. PERFORMANCE METRICS FOR STI

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

  98. weightings of PERFORMANCE METRICS

    weightings of PERFORMANCE METRICS For fiscal 2024, we simplified the calculation of the performance results for these metrics by establishing a new distribution of weighting such that OROA continues to be the most heavily weighted metric at 50%, OROS increased slightly to 40%, and ROE increased slightly to 10%.

  99. weightings of PERFORMANCE METRICS

    | | OROA and OROS are based upon the performance of the Equipment Operations, which reflects the consolidated results of Production and Precision Agriculture, Small Ag and Turf, and Construction and Forestry operations. 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 87% of our net sales and revenues in fiscal 2024. |

  100. weightings of PERFORMANCE METRICS

    | 2025 PROXY STATEMENT | 51 |

  101. weightings of PERFORMANCE METRICS

    | 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 |

  102. fiscal 2024 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 throughout the cycle. |

  103. 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. Regardless of the award amount reached by applying these payout rates, no individual award under the STI plan may exceed $10 million or 200% of target. No changes were made to the target rates for fiscal 2024.

  104. APPROVAL OF STI AWARD RATES

    | | 2023 Target Rate | 2024 Target Rate | | CEO | 200% | 200% | | Other NEOs | 100% | 100% |

  105. FISCAL 2024 PERFORMANCE RESULTS AND PAYOUT AMOUNTS

    FISCAL 2024 PERFORMANCE RESULTS AND PAYOUT AMOUNTS The chart below shows the STI performance targets and actual results for fiscal 2024. OROA and OROS performance targets are based on Equipment Operations being at 91% of mid-cycle.

  106. STI AWARD CALCULATIONS

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

  107. STI AWARD CALCULATIONS

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

  108. STI AWARD CALCULATIONS

    Based on the 180.0% STI payout, actual STI awards paid to the NEOs are shown in the table below.

  109. STI AWARD CALCULATIONS

    | | Fiscal 2024 | Target Award | Actual Performance as a | Fiscal 2024 | | Name | Eligible Earnings | as a Percentage of Salary | Percentage of Target(1) | STI Award Payout | | John C. May | $1,658,671 | 200% | 180.0% | $5,971,216 | | Joshua A. Jepsen | $920,823 | 100% | 180.0% | $1,657,481 | | Ryan D. Campbell | $968,764 | 100% | 180.0% | $1,743,776 | | Rajesh Kalathur | $961,731 | 100% | 180.0% | $1,731,116 | | Cory J. Reed | $951,540 | 100% | 180.0% | $1,712,772 |

  110. STI AWARD CALCULATIONS

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

  111. STI AWARD CALCULATIONS

    STI awards paid to the NEOs in fiscal 2024 consisted of approximately 2% of the total amount of STI awards paid to all eligible employees.

  112. STI AWARD CALCULATIONS

    | 2025 PROXY STATEMENT | 55 |

  113. 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 |

  114. 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 are made under the John Deere 2020 Equity and Incentive Plan, which was approved by our shareholders at the Annual Meeting in February 2020. LTI awards tie a significant portion of NEO compensation to the Company’s performance over time and include 50% performance-based awards. LTI awards consist of the following three equity components awarded annually:

  115. Long-Term Incentive (LTI) Awards

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

  116. FISCAL 2024 LTI AWARD OVERVIEW FOR NEOs

    FISCAL 2024 LTI AWARD OVERVIEW FOR NEOs Beginning in fiscal 2024, we discontinued the use of the long-term incentive cash (LTIC) plan for new performance periods. All of the long-term incentive compensation for our executive officers in fiscal 2024 was awarded in the form of equity. Also for fiscal 2024, we adjusted the mix of equity awards for our executive officers to increase the proportion of performance-based PSUs as shown in the following chart.

  117. FISCAL 2024 LTI AWARD OVERVIEW FOR NEOs

    | | Performance measurements | Vesting period | Objective | | PSUs 50% | Relative revenue growth(1) and relative TSR(2), in equal proportions | 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; have upside potential but deliver some value even during periods of market or stock price underperformance | | Stock Options 25% | Stock price appreciation | Vest in approximately equal annual installments over three years; expire ten years from the grant date | Aligns management’s interest with shareholders, rewarding for stock price appreciation |

  118. FISCAL 2024 LTI AWARD OVERVIEW FOR NEOs

    | (1) Based on Deere’s annualized revenue growth rate as compared to the performance peer group. |

  119. FISCAL 2024 LTI AWARD OVERVIEW FOR NEOs

    | (2) Based on Deere’s three-year total shareholder return as compared to the performance peer group. |

  120. 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:

  121. APPROVAL OF LTI EQUITY AWARD VALUES

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

  122. 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. Near the beginning 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.

  123. APPROVAL OF LTI EQUITY AWARD VALUES

    | 56 | 2025 PROXY STATEMENT |

  124. 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 |

  125. APPROVAL OF LTI EQUITY AWARD VALUES

    LTI base level equity awards may be adjusted by a performance adjustment factor to distinguish an executive’s performance, deliver a particular LTI equity value, or reflect other adjustments as the Committee deems appropriate. 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%. 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:

  126. APPROVAL OF LTI EQUITY AWARD VALUES

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

  127. 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 |

  128. 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 |

  129. 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.

  130. LTI AWARD CALCULATIONS

    LTI AWARD CALCULATIONS The amount of the LTI award granted to an NEO is calculated as follows:

  131. LTI AWARD CALCULATIONS

    | Base Award Value | | PERFORMANCE ADJUSTMENT FACTOR | | ADJUSTED AWARD VALUE |

  132. LTI AWARD CALCULATIONS

    For fiscal 2024, 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 20% to recognize the accomplishments of the individual NEOs. LTI equity awards were approved for the NEOs as follows:

  133. LTI AWARD CALCULATIONS

    | | Base Award | Performance | Adjusted | | Name | Values | Adjustment | Award Values(1) | | John C. May | $14,800,000 | 120% | $17,760,000 | | Joshua A. Jepsen | $3,600,000 | 115% | $4,140,000 | | Ryan D. Campbell | $3,600,000 | 115% | $4,140,000 | | Rajesh Kalathur | $3,600,000 | 115% | $4,140,000 | | Cory J. Reed | $3,600,000 | 115% | $4,140,000 |

  134. LTI AWARD CALCULATIONS

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

  135. LTI AWARD CALCULATIONS

    See the Fiscal 2024 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 2024, the number of RSUs, PSUs, and stock options granted to the NEOs represented 6%, 44%, and 41% respectively, of the total RSUs, PSUs, and stock options granted to all eligible salaried employees.

  136. LTI AWARD CALCULATIONS

    | 2025 PROXY STATEMENT | 57 |

  137. LTI 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 |

  138. PERFORMANCE TARGETS FOR PSUs granted in 2024

    PERFORMANCE TARGETS FOR PSUs granted in 2024 For PSUs granted in fiscal 2024 (December 2023), the actual number of shares to be issued upon vesting will be based on Deere’s revenue growth and total shareholder return relative to the performance peer group with equal weighting for the three-year performance period ending in 2026 and measured as of the end of the performance period. The performance peer group is approved by the Committee at the start of the performance period. The calculations for the payout of the fiscal 2024 PSU award will be as follows:

  139. PERFORMANCE TARGETS FOR PSUs granted in 2024

    | 50% of PSUs Awarded | | relative Revenue Growth Payout % | | PSU PAYOUT BASED ON REVENUE GROWTH METRIC |

  140. PERFORMANCE TARGETS FOR PSUs granted in 2024

    | 50% of PSUs Awarded | | relative TSR Payout % | | PSU PAYOUT BASED ON TSR METRIC |

  141. PERFORMANCE TARGETS FOR PSUs granted in 2024

    The PSU payout based on the relative revenue growth metric, together with the PSU payout based on the relative TSR metric, will make up the PSU award for the performance period ending in 2026. The number of PSUs that vest and convert to shares from the PSU award for the performance period ending in 2026 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:

  142. PERFORMANCE TARGETS FOR PSUs granted in 2024

    | Deere’s Revenue Growth or TSR Performance 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% |

  143. PERFORMANCE TARGETS FOR PSUs granted in 2024

    | (1) Interim points are interpolated. |

  144. PERFORMANCE TARGETS FOR PSUs granted in 2024

    These performance targets reflect the Committee’s belief that median levels of relative performance should generally lead to median levels of compensation.

  145. PERFORMANCE TARGETS FOR PSUs granted in 2024

    | 58 | 2025 PROXY STATEMENT |

  146. PERFORMANCE TARGETS FOR PSUs granted in 2024

    | 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 |

  147. Long-term incentive PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    Long-term incentive PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024 The performance period for PSUs granted in fiscal 2022 (December 2021) ended on October 27, 2024. The performance peer group for this period was approved by the Committee at the start of the performance period.

  148. psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024

    psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024 The calculation for the payout of the fiscal 2022 PSU award was as follows:

  149. psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024

    | 100% of PSUs Awarded | | RELATIVE Revenue Growth Payout % | | PSU PAYOUT |

  150. psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024

    The number of PSUs that vest and convert to shares from the PSU award for the performance period ended on October 27, 2024 could range from 0% to 200% of the number of PSUs awarded, depending on Deere’s relative revenue growth performance during the performance period, as illustrated in the following table:

  151. psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024

    | 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% |

  152. psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024

    | (1) Interim points are interpolated. |

  153. psu PERFORMANCE TARGETS FOR PERFORMANCE PERIOD ENDed fiscal 2024

    These performance targets reflect the Committee’s belief that median levels of relative performance should generally lead to median levels of compensation.

  154. PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024 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 following a review of the relative revenue growth performance of Deere versus the performance peer group companies. Deere’s revenue growth was comparable to the 42nd percentile. This resulted in an overall payout of 76.0% of target. This payout compared to an overall payout of PSUs at 200.0% of target for each of the five prior three-year performance periods ending in fiscal 2019 through fiscal 2023, illustrates Deere’s consistently strong historical performance.

  155. PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    | | Threshold 0% | Target 100% | Maximum 200% | Performance Results | % of Target Shares Earned | | | | | | | | | Annualized Revenue Growth | | | | 42nd percentile | 76.0% |

  156. PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    | 2025 PROXY STATEMENT | 59 |

  157. PSU payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    | 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. Long-term incentive cash (LTIC) payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    Long-term incentive cash (LTIC) payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024 To further emphasize LTI equity and simplify our compensation program, the Committee discontinued the use of the LTIC plan for performance periods that would have begun in fiscal 2024 and after, and allowed the LTIC in-process performance periods to continue. This included the three-year performance periods ending with fiscal 2024 and fiscal 2025. The payout for the performance period ended fiscal 2024 used a three-year SVA metric with a modifier based on three-year relative TSR performance. The following chart details the threshold, target, and maximum accumulated SVA goals for each remaining performance period that includes fiscal 2024. Payout percentages are linearly interpolated for SVA performance between the points.

  159. Long-term incentive cash (LTIC) payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    | | Fiscal 2022 | Fiscal 2023 | | SVA Goals for LTIC | through Fiscal 2024 | through Fiscal 2025 | | Threshold SVA Required for Payout | $5 million | $5 million | | SVA Goal for Target Payout | $5,770 million | $7,490 million | | SVA Goal for Maximum Payout | $11,540 million | $14,980 million |

  160. Long-term incentive cash (LTIC) payout FOR PERFORMANCE PERIOD ENDED FISCAL 2024

    SVA performance expectations have increased with each performance period. The SVA goal for a target payout for the performance period ending in 2025 is a 30% increase over the SVA goal for a target payout in the previous performance period.

  161. 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.

  162. 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% |

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

    The LTIC award is capped and cannot exceed 200% of target. For example, if SVA performance is at maximum, the LTIC payout cannot exceed 200% of target even if rTSR performance is above 50th percentile.

  164. FISCAL 2024 PERFORMANCE RESULTS FOR LTIC

    | (1) Due to payout being capped at 200.0% based upon accumulated SVA, there is no adjustment for rTSR even though it otherwise would have been adjusted by 104.0%. |

  165. 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:

  166. 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 |

  167. Potential Payments upon Change in Control

    For more information, refer to “Fiscal 2024 Potential Payments upon Change in Control” and the related table.

  168. 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 2024 Potential Payments upon Termination of Employment Other than Following a Change in Control” and the related table.

  169. 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.

  170. The Role of the Compensation Consultant

    | 2025 PROXY STATEMENT | 65 |

  171. 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 |

  172. 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. Compensation paid by our compensation peer group is representative of the compensation we believe is required to attract, retain, and motivate executive talent. On at least an annual basis, the Committee works with its independent consultant, Pearl Meyer, to review the composition of the peer group to determine whether any changes should be made and to confirm that it remains an appropriate point of reference for NEO compensation. For fiscal 2024, the peer group remained at 16 companies with no changes from the prior year. The table below lists the companies included in the compensation peer group for the fiscal 2024 market analysis process.

  173. COMPENSATION PEER GROUP

    | Company | Ticker | Revenue (M)(1) | Market Capitalization (M)(2) | Employees(1) | | 3M Company | MMM | $33,431 | $57,965 | 92,000 | | Archer-Daniels-Midland Company | ADM | $101,978 | $43,530 | 40,360 | | The Boeing Company | BA | $70,538 | $127,283 | 156,000 | | Carrier Global Corporation | CARR | $21,040 | $38,199 | 52,000 | | Caterpillar Inc. | CAT | $61,700 | $118,161 | 109,100 | | Cisco Systems, Inc. | CSCO | $53,161 | $214,109 | 83,300 | | Cummins Inc. | CMI | $30,142 | $33,811 | 73,600 | | Eaton Corp. plc | ETN | $21,392 | $68,281 | 92,000 | | Emerson Electric Co. | EMR | $20,311 | $49,792 | 85,500 | | General Dynamics Corporation | GD | $39,896 | $62,581 | 106,500 | | Honeywell International Inc. | HON | $35,954 | $127,695 | 97,000 | | Intel Corporation | INTC | $56,416 | $135,156 | 131,900 | | Johnson Controls International plc | JCI | $26,093 | $41,382 | 102,000 | | Lockheed Martin Corporation | LMT | $66,146 | $120,319 | 116,000 | | PACCAR Inc | PCAR | $30,820 | $38,251 | 31,100 | | Raytheon Technologies Corporation | RTX | $68,572 | $142,793 | 182,000 | | 75th Percentile | | $62,812 | $127,386 | 110,825 | | Median | | $37,925 | $65,431 | 94,500 | | 25th Percentile | | $29,130 | $42,993 | 80,875 | | Deere & Company | DE | $55,646 | $122,346 | 82,200 | | Deere Percentile | | 65th | 69th | 26th |

  174. COMPENSATION PEER GROUP

    | (1) Reflects data based on the last twelve months of data as of May 8, 2023 for all peers but Intel which is as of December 31, 2022 per S&P Capital IQ. |

  175. COMPENSATION PEER GROUP

    | (2) Reflects data based on the last twelve months of data as of March 31, 2023 as reviewed by the Committee at the time of its approval of the peer group for fiscal 2024. |

  176. COMPENSATION PEER GROUP

    | 66 | 2025 PROXY STATEMENT |

  177. 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 |

  178. PERFORMANCE PEER GROUP

    PERFORMANCE PEER GROUP

  179. 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 2024 included the 43 companies listed below. | |

  180. PERFORMANCE PEER GROUP

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

  181. PERFORMANCE PEER GROUP

    Annually, the Committee works with its independent consultant, Pearl Meyer, to review the composition of the performance peer group. The Committee approved the following changes to the performance peer group for the performance period beginning in fiscal 2024: (1) the addition of Generac Holdings Inc. and Nordson Corporation; and (2) the removal of Flowserve Corporation; Fortune Brands Home & Security, Inc.; Jacobs Engineering Group Inc.; Kansas City Southern; Roper Technologies Inc.; and TransDigm Group Incorporated.

  182. PERFORMANCE PEER GROUP

    | 2025 PROXY STATEMENT | 67 |

  183. 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 |

  184. Risk Assessment of Compensation Policies and Practices

    | The performance metrics for our STI and LTIC plans as well as the PSU awards under the LTI plan are based on defined metrics as disclosed in the CD&A and are subject to internal audit and outside consultant review | The metrics for our STI, LTIC, and LTI 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 |

  185. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table

  186. Fiscal 2024 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 | 2024 | $1,658,671 | $— | $13,052,518 | $4,439,055 | $5,971,216 | $1,698,832 | $981,380 | $27,801,672 | | Chairman, Chief Executive Officer, | 2023 | $1,591,674 | $— | $12,446,367 | $5,733,640 | $5,911,159 | $436,715 | $602,964 | $26,722,519 | | and President | 2022 | $1,495,834 | $— | $7,244,251 | $3,989,987 | $6,850,531 | $— | $719,548 | $20,300,151 | | Joshua A. Jepsen | 2024 | $920,823 | $— | $3,042,558 | $1,034,714 | $1,657,481 | $301,644 | $270,480 | $7,227,700 | | Senior Vice President and | 2023 | $885,063 | $— | $2,764,056 | $1,046,512 | $1,643,473 | $39,772 | $116,320 | $6,495,196 | | Chief Financial Officer | 2022 | $376,420 | $— | $352,856 | $— | $730,255 | $— | $56,216 | $1,515,747 | | Ryan D. Campbell | 2024 | $968,764 | $— | $3,042,558 | $1,034,714 | $1,743,776 | $479,068 | $280,461 | $7,549,341 | | President, Worldwide Construction | 2023 | $931,140 | $— | $2,892,182 | $1,092,089 | $1,729,033 | $150,259 | $190,867 | $6,985,570 | | & Forestry Division and Power Systems | 2022 | $890,703 | $— | $1,976,834 | $1,089,021 | $2,800,637 | $— | $239,977 | $6,997,172 | | Rajesh Kalathur | 2024 | $961,731 | $— | $3,042,558 | $1,034,714 | $1,731,116 | $786,092 | $288,269 | $7,844,480 | | President, John Deere Financial, | 2023 | $924,379 | $— | $2,885,627 | $1,092,089 | $1,716,479 | $162,670 | $184,028 | $6,965,272 | | and Chief Information Officer | 2022 | $861,045 | $— | $1,367,541 | $753,423 | $2,707,385 | $— | $231,500 | $5,920,894 | | Cory J. Reed | 2024 | $951,540 | $— | $3,042,558 | $1,034,714 | $1,712,772 | $663,957 | $271,173 | $7,676,714 | | President, Worldwide Agriculture & Turf Division, | 2023 | $910,926 | $— | $2,959,144 | $1,137,531 | $1,691,498 | $136,255 | $181,623 | $7,016,977 | | Production & Precision Ag, Sales and Marketing | 2022 | $832,406 | $— | $1,367,541 | $753,423 | $2,617,335 | $— | $227,749 | $5,798,454 | | Regions of the Americas and Australia | | | | | | | | | |

  187. Fiscal 2024 Summary Compensation Table

    | (1) Includes amounts deferred by the NEO under the John Deere Voluntary Deferred Compensation Plan. Salary amounts deferred in fiscal 2024 are included in the first column of the Fiscal 2024 Nonqualified Deferred Compensation Table. |

  188. Fiscal 2024 Summary Compensation Table

    | (2) For fiscal 2024 and 2022, represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. For fiscal 2023, represents the aggregate grant date fair value of PSUs, RSUs, and LTIC award 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 2024 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: $17,225,697 (May); $4,015,331 (Jepsen); $4,015,331 (Campbell); $4,015,331 (Kalathur); and $4,015,331 (Reed). 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. |

  189. Fiscal 2024 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 2024 Form 10-K. Refer to the Fiscal 2024 Grants of Plan-Based Awards table and footnote (7) thereto for a detailed description of the grant date fair value of option awards. |

  190. Fiscal 2024 Summary Compensation Table

    | (4) For fiscal 2024 and 2023, non-equity incentive plan compensation includes only cash awards under the STI plan. For fiscal 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 2024 were paid to the NEOs on December 15, 2024, unless deferred under the Voluntary Deferred Compensation Plan. Deferred amounts are included in the first column of the Fiscal 2024 Nonqualified Deferred Compensation Table. Based on actual performance, as discussed in the CD&A under “Fiscal 2024 Performance Results and Payout Amounts” in the STI section, the NEOs earned an STI award equal to 180.0% of the target opportunity. For fiscal 2024, 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 starting with fiscal 2023. Based on actual performance, as discussed in the CD&A under “Fiscal 2024 Performance Results for LTIC,” the NEOs earned an LTIC award for the 2022-2024 performance period equal to 200.0% of the target opportunity. The LTIC awards received during fiscal 2024 for the 2022-2024 performance period were $4,478,412 (May); $1,933,728 (Jepsen); $2,034,405 (Campbell); $2,019.635 (Kalathur); and $1,998,234 (Reed). |

  191. Fiscal 2024 Summary Compensation Table

    | 70 | 2025 PROXY STATEMENT |

  192. Fiscal 2024 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 |

  193. Fiscal 2024 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 2024 Pension Benefits Table. No NEO earned above market interest on deferred compensation during fiscal 2024. |

  194. Fiscal 2024 Summary Compensation Table

    | (6) The following table provides details about each component of the “All Other Compensation” column in the Fiscal 2024 Summary Compensation Table: |

  195. Fiscal 2024 Summary Compensation Table

    | | | | | Miscellaneous | Company Contributions to | Total All Other | | Name | Corporate Aircraft(a) | Financial Planning(b) | Security Patrols(c) | Perquisites(d) | Defined Contribution Plans(e) | Compensation | | John C. May | $195,781 | $— | $23,062 | $5,554 | $756,983 | $981,380 | | Joshua A. Jepsen | $— | $— | $4,112 | $9,938 | $256,430 | $270,480 | | Ryan D. Campbell | $— | $— | $4,182 | $6,499 | $269,780 | $280,461 | | Rajesh Kalathur | $— | $10,000 | $3,203 | $7,245 | $267,821 | $288,269 | | Cory J. Reed | $— | $— | $— | $6,869 | $264,304 | $271,173 |

  196. Fiscal 2024 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 2024 amounted to approximately 50 hours of travel. |

  197. Fiscal 2024 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. |

  198. Fiscal 2024 Summary Compensation Table

    | (c) In accordance with the Company’s security program, amounts include incremental costs associated with security monitoring and patrols for the NEO’s personal residences. |

  199. Fiscal 2024 Summary Compensation Table

    | (d) Miscellaneous perquisites include spousal attendance at company events, excess liability premiums, and costs associated with annual physicals. |

  200. Fiscal 2024 Summary Compensation Table

    | (e) 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. |

  201. Fiscal 2024 Summary Compensation Table

    Refer to the CD&A under “Direct Compensation Elements,” as well as the footnotes to the Fiscal 2024 Summary Compensation Table for information about the compensation reflected therein.

  202. Fiscal 2024 Summary Compensation Table

    | 2025 PROXY STATEMENT | 71 |

  203. Fiscal 2024 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 |

  204. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS The following table provides additional information regarding fiscal 2024 grants of RSU, PSU, and stock option awards under the John Deere 2020 Equity and Incentive Plan and the potential range of awards that were approved in fiscal 2024 under the STI plan for payout in future years. These awards are further described in the CD&A under “Direct Compensation Elements.”

  205. FISCAL 2024 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 | 12/6/23-STI | $— | $3,317,342 | $6,634,684 | — | — | — | — | — | $— | $— | | | 12/13/23 | $— | $— | $— | — | — | — | 11,776 | — | $— | $4,439,670 | | | 12/13/23 | $— | $— | $— | 5,888 | 23,552 | 47,104 | — | — | $— | $8,612,848 | | | 12/13/23 | $— | $— | $— | — | — | — | — | 45,278 | $377.01 | $4,439,055 | | Joshua A. Jepsen | 12/5/23-STI | $— | $920,823 | $1,841,646 | — | — | — | — | — | $— | $— | | | 12/13/23 | $— | $— | $— | — | — | — | 2,745 | — | $— | $1,034,892 | | | 12/13/23 | $— | $— | $— | 1,372 | 5,490 | 10,980 | — | — | $— | $2,007,666 | | | 12/13/23 | $— | $— | $— | — | — | — | — | 10,554 | $377.01 | $1,034,714 | | Ryan D. Campbell | 12/5/23-STI | $— | $968,764 | $1,937,528 | — | — | — | — | — | $— | $— | | | 12/13/23 | $— | $— | $— | — | — | — | 2,745 | — | $— | $1,034,892 | | | 12/13/23 | $— | $— | $— | 1,372 | 5,490 | 10,980 | — | — | $— | $2,007,666 | | | 12/13/23 | $— | $— | $— | — | — | — | — | 10,554 | $377.01 | $1,034,714 | | Rajesh Kalathur | 12/5/23-STI | $— | $961,731 | $1,923,462 | — | — | — | — | — | $— | $— | | | 12/13/23 | $— | $— | $— | — | — | — | 2,745 | — | $— | $1,034,892 | | | 12/13/23 | $— | $— | $— | 1,372 | 5,490 | 10,980 | — | — | $— | $2,007,666 | | | 12/13/23 | $— | $— | $— | — | — | — | — | 10,554 | $377.01 | $1,034,714 | | Cory J. Reed | 12/5/23-STI | $— | $951,540 | $1,903,080 | — | — | — | — | — | $— | $— | | | 12/13/23 | $— | $— | $— | — | — | — | 2,745 | — | $— | $1,034,892 | | | 12/13/23 | $— | $— | $— | 1,372 | 5,490 | 10,980 | — | — | $— | $2,007,666 | | | 12/13/23 | $— | $— | $— | — | — | — | — | 10,554 | $377.01 | $1,034,714 |

  206. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) For the STI plan award, 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. |

  207. FISCAL 2024 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 2024. For actual performance between threshold, target, and maximum, the earned STI award will be interpolated. |

  208. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (3) Represents the potential payout range of PSUs granted in December 2023. The number of shares that vest is based on Deere’s revenue growth and total shareholder return relative to the performance peer group with equal weighting for the three-year performance period ending in 2026 and measured as of the end of the performance period. 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. |

  209. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (4) Represents the number of RSUs granted in December 2023. 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. |

  210. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (5) Represents the number of options granted in December 2023. These options 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. |

  211. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

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

  212. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (7) Amounts shown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2024 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 $98.04, which was calculated using the binomial lattice option pricing model. The grant date fair value of the PSUs assuming a target payout of both the relative revenue growth metric and the relative total shareholder return metric was $377.01 based on the market price of a share of underlying common stock, excluding dividends. |

  213. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    Refer to the CD&A under “Direct Compensation Elements” for more information about the compensation reflected in the Fiscal 2024 Summary Compensation Table. For additional information on the valuation assumptions for each of the awards in the Fiscal 2024 Grants of Plan-Based Awards table, refer to Note 22, “Share-Based Compensation,” of our consolidated financial statements filed with the SEC on our 2024 Form 10-K.

  214. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | 72 | 2025 PROXY STATEMENT |

  215. FISCAL 2024 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 |

  216. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table itemizes outstanding options, RSUs, and PSUs held by the NEOs:

  217. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 | 52,578 | — | $254.83 | 12/9/2030 | — | $— | — | $— | | | 12/15/2021 | 29,826 | 14,913 | $343.94 | 12/15/2031 | 8,286 | $3,380,108 | 10,076 | $4,110,303 | | | 12/7/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | 14,286 | 27,731 | $438.44 | 12/14/2032 | 6,163 | $2,514,073 | — | $— | | | 12/13/2023 | — | 45,278 | $377.01 | 12/13/2033 | 11,776 | $4,803,784 | — | $— | | | | 96,690 | 87,922 | | | 26,225 | $10,697,965 | 10,076 | $4,110,303 | | Joshua A. Jepsen | 12/15/2021 | — | — | $— | 12/15/2031 | 300 | $122,379 | — | $— | | | 12/6/2022(7) | — | — | $— | n/a | — | $0 | — | $— | | | 12/14/2022 | 2,608 | 5,061 | $438.44 | 12/14/2032 | 1,124 | $458,513 | — | $— | | | 12/13/2023 | — | 10,554 | $377.01 | 12/13/2033 | 2,745 | $1,119,768 | — | $— | | | | 2,608 | 15,615 | | | 4,169 | $1,700,660 | — | $— | | Ryan D. Campbell | 12/9/2020 | 8,673 | — | $254.83 | 12/9/2030 | — | $— | — | $— | | | 12/15/2021 | 8,141 | 4,070 | $343.94 | 12/15/2031 | 2,261 | $922,330 | 2,749 | $1,121,400 | | | 12/6/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | 2,722 | 5,281 | $438.44 | 12/14/2032 | 1,174 | $478,910 | — | $— | | | 12/13/2023 | — | 10,554 | $377.01 | 12/13/2033 | 2,745 | $1,119,768 | — | $— | | | | 19,536 | 19,905 | | | 6,180 | $2,521,008 | 2,749 | $1,121,400 | | Rajesh Kalathur | 12/14/2016 | 24,580 | — | $100.55 | 12/14/2026 | — | $— | — | $— | | | 12/13/2017 | 15,379 | — | $151.95 | 12/13/2027 | — | $— | — | $— | | | 12/12/2018 | 13,370 | — | $148.14 | 12/12/2028 | — | $— | — | $— | | | 12/11/2019 | 20,156 | — | $169.70 | 12/11/2029 | — | $— | — | $— | | | 12/9/2020 | 10,508 | — | $254.83 | 12/9/2030 | — | $— | — | $— | | | 12/15/2021 | 5,632 | 2,816 | $343.94 | 12/15/2031 | 1,564 | $638,003 | 1,902 | $775,883 | | | 12/6/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | 2,722 | 5,281 | $438.44 | 12/14/2032 | 1,174 | $478,910 | — | $— | | | 12/13/2023 | — | 10,554 | $377.01 | 12/13/2033 | 2,745 | $1,119,768 | — | $— | | | | 92,347 | 18,651 | | | 5,483 | $2,236,681 | 1,902 | $775,883 | | Cory J. Reed | 12/11/2019 | 19,280 | — | $169.70 | 12/11/2029 | — | $— | — | $— | | | 12/9/2020 | 11,509 | — | $254.83 | 12/9/2030 | — | $— | — | $— | | | 12/15/2021 | 5,632 | 2,816 | $343.94 | 12/15/2031 | 1,564 | $638,003 | 1,902 | $775,883 | | | 12/6/2022(7) | — | — | $— | n/a | — | $— | — | $— | | | 12/14/2022 | 2,835 | 5,501 | $438.44 | 12/14/2032 | 1,222 | $498,490 | — | $— | | | 12/13/2023 | — | 10,554 | $377.01 | 12/13/2033 | 2,745 | $1,119,768 | — | $— | | | | 39,256 | 18,871 | | | 5,531 | $2,256,261 | 1,902 | $775,883 |

  218. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (1) Options become vested and exercisable 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. |

  219. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

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

  220. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (3) RSUs granted in fiscal 2024 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. |

  221. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 27, 2024, which was $407.93. |

  222. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | 2025 PROXY STATEMENT | 73 |

  223. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 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 |

  224. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (5) For PSUs granted in fiscal 2022, the three-year performance period ended on October 27, 2024. The final payout determination was made by the Committee in November 2024 and was settled in Deere common stock on December 15, 2024 (the third anniversary of the grant date). As discussed in the CD&A under “Long-term Incentive PSU Payout for Performance Period Ended 2024,” the final payout under the award was based on revenue growth relative to the performance peer group and was equal to 76.0% of the target opportunity. For the PSUs granted in fiscal years 2023 and 2024, 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 2023 PSUs will be based upon performance as determined by revenue growth relative to the peer group at the end of the performance period. The final number of shares earned, if any, for the 2024 PSUs granted will be based upon performance as determined by revenue growth and by total shareholder return both relative to the peer group at the end of the performance period. |

  225. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | PSU Grant Date | December 14, 2022 | December 13, 2023 | | Truncated performance period | 10/31/2022-10/27/2024 | 10/30/2023-10/27/2024 | | Actual performance period ending date | 11/2/2025 | 11/1/2026 | | Payout of shares (as a % of target) | 0.0% | 0.0% |

  226. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (6) The amount shown represents the number of PSUs described in footnote (5) to this table multiplied by the closing price for Deere common stock on the NYSE as of October 27, 2024, which was $407.93. |

  227. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (7) 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 “Long-Term Incentive Cash (LTIC) Payout for Performance Period Ended Fiscal 2024” in the CD&A. |

  228. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2024 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding option exercises and vesting of RSUs and PSUs during fiscal 2024. These options and stock awards were granted in prior fiscal years and are not related to performance solely in fiscal 2024:

  229. FISCAL 2024 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 | — | $— | 42,010 | $15,356,383 | | Joshua A. Jepsen | — | $— | 1,340 | $505,599 | | Ryan D. Campbell | — | $— | 10,212 | $3,728,772 | | Rajesh Kalathur | — | $— | 8,364 | $3,056,710 | | Cory J. Reed | 13,370 | $3,068,281 | 9,130 | $3,335,924 |

  230. FISCAL 2024 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. |

  231. FISCAL 2024 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). |

  232. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | (3) Represents the number of RSUs and PSUs that vested during fiscal 2024. For all NEOs except Mr. Jepsen, RSUs included represent awards granted in fiscal 2021 and 2023. The 1,340 RSUs reported for Mr. Jepsen in the table below includes 354 RSUs from a special RSU award granted in fiscal 2022. |

  233. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    The three-year performance period for PSUs granted in fiscal 2021 ended on October 29, 2023, and vested on December 9, 2023. The final payout determination, made by the Committee in December 2023, 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 2024:

  234. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | Name | RSUs | PSUs | | John C. May | 12,422 | 29,588 | | Joshua A. Jepsen | 1,340 | — | | Ryan D. Campbell | 2,892 | 7,320 | | Rajesh Kalathur | 2,452 | 5,912 | | Cory J. Reed | 2,654 | 6,476 |

  235. FISCAL 2024 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. |

  236. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | 74 | 2025 PROXY STATEMENT |

  237. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | 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 |

  238. 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 2024 Pension Benefits Table below shows information about three pension plans:

  239. 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. |

  240. FISCAL 2024 PENSION BENEFITS TABLE

    FISCAL 2024 PENSION BENEFITS TABLE

  241. FISCAL 2024 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 | 27.6 | $674,046 | | | Supplementary Plan | 65 | 27.6 | $3,463,209 | | | Supplemental Plan | 65 | 23.8 | $1,231,360 | | | TOTAL | | | $5,368,615 | | Joshua A. Jepsen | Salaried Plan | 65 | 25.4 | $282,666 | | | Supplementary Plan | 65 | 25.4 | $275,777 | | | Supplemental Plan | 65 | — | $— | | | TOTAL | | | $558,443 | | Ryan D. Campbell | Salaried Plan | 65 | 17.0 | $352,911 | | | Supplementary Plan | 65 | 17.0 | $817,761 | | | Supplemental Plan | 65 | 12.8 | $311,688 | | | TOTAL | | | $1,482,360 | | Rajesh Kalathur | Salaried Plan | 65 | 27.4 | $668,280 | | | Supplementary Plan | 65 | 27.4 | $1,979,790 | | | Supplemental Plan | 65 | 18.8 | $628,488 | | | TOTAL | | | $3,276,558 | | Cory J. Reed | Salaried Plan | 65 | 26.4 | $566,761 | | | Supplementary Plan | 65 | 26.4 | $1,358,458 | | | Supplemental Plan | 65 | 19.5 | $495,542 | | | TOTAL | | | $2,420,761 |

  242. FISCAL 2024 PENSION BENEFITS TABLE

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

  243. FISCAL 2024 PENSION BENEFITS TABLE

    | (2) The assumed retirement age is the normal retirement age as defined by the Salaried Plan. |

  244. FISCAL 2024 PENSION BENEFITS TABLE

    | (3) Years and months of service credit under each plan as of October 27, 2024. 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. |

  245. FISCAL 2024 PENSION BENEFITS TABLE

    | (4) The actuarial present value of the accumulated benefit is shown as of October 27, 2024 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. |

  246. FISCAL 2024 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:

  247. FISCAL 2024 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. |

  248. FISCAL 2024 PENSION BENEFITS TABLE

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

  249. FISCAL 2024 PENSION BENEFITS TABLE

    | ◾ | Present value amounts were determined based on financial accounting discount rates equal to 5.34% for the Salaried Plan, 5.19% for the Senior Supplementary Plan, and 4.93% for the Deere Supplemental Plan. |

  250. FISCAL 2024 PENSION BENEFITS TABLE

    | ◾ | Benefits subject to a lump sum distribution were determined using an interest rate of 4.48%. |

  251. FISCAL 2024 PENSION BENEFITS TABLE

    | ◾ | The mortality table used for the Salaried Plan was the 93.6%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 2025 417 (e) table, as published by the IRS. |

  252. FISCAL 2024 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. |

  253. FISCAL 2024 PENSION BENEFITS TABLE

    | 2025 PROXY STATEMENT | 75 |

  254. FISCAL 2024 PENSION BENEFITS 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. 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:

  256. CONTEMPORARY BENEFIT

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

  257. CONTEMPORARY BENEFIT

    Early retirement eligibility is the earlier of:

  258. CONTEMPORARY BENEFIT

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

  259. 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.

  260. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Fiscal 2024 Nonqualified Deferred Compensation Table shows information about two programs:

  261. 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. |

  262. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE

    FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE

  263. FISCAL 2024 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 | $— | $— | $34,320 | $124,604 | | | DCRP | $434,390 | $723,983 | $1,941,782 | $8,058,238 | | | TOTAL | $434,390 | $723,983 | $1,976,102 | $8,182,842 | | Joshua A. Jepsen | DCRP | $134,058 | $223,430 | $146,150 | $693,383 | | | TOTAL | $134,058 | $223,430 | $146,150 | $693,383 | | Ryan D. Campbell | DCRP | $142,068 | $236,780 | $376,158 | $1,955,628 | | | TOTAL | $142,068 | $236,780 | $376,158 | $1,955,628 | | Rajesh Kalathur | DCRP | $140,893 | $234,821 | $1,331,571 | $5,347,955 | | | TOTAL | $140,893 | $234,821 | $1,331,571 | $5,347,955 | | Cory J. Reed | Deferred Plan | $360,444 | $— | $269,149 | $1,531,491 | | | DCRP | $138,782 | $231,304 | $767,850 | $3,343,199 | | | TOTAL | $499,226 | $231,304 | $1,036,999 | $4,874,690 |

  264. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2024 Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |

  265. FISCAL 2024 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 2024 Summary Compensation Table under the “All Other Compensation” column. |

  266. FISCAL 2024 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. |

  267. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (4) Of the aggregate balance the following amounts were reported as compensation in the Summary Compensation Table in prior years: $1,846,792 (May); $103,247 (Jepsen); $585,444 (Campbell); $1,224,101 (Kalathur); and $660,486 (Reed). |

  268. Fiscal 2024 Potential Payments upon Change in Control

    Fiscal 2024 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:

  269. Fiscal 2024 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 |

  270. Fiscal 2024 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. |

  271. Fiscal 2024 Potential Payments upon Change in Control

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

  272. Fiscal 2024 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; |

  273. Fiscal 2024 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; |

  274. Fiscal 2024 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 |

  275. Fiscal 2024 Potential Payments upon Change in Control

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

  276. Fiscal 2024 Potential Payments upon Change in Control

    Benefits provided under the CIC Program and other benefit plans are described in the footnotes to the following table. Although not reflected in the table, the CIC Program provides that Deere will pay the executive’s reasonable legal fees and expenses if the executive must enforce the program terms. Under the CIC Program, the executive agrees: (a) not to disclose or use for his or her own purposes confidential and proprietary Deere information and (b) for a period of two years following termination of employment, not to induce Deere employees to leave Deere or to interfere with Deere’s business. In addition, the John Deere Omnibus Equity and Incentive Plan (Omnibus Plan), the John Deere 2020 Equity and Incentive Plan, the LTIC plan, and the Deferred Plan each contain change in control provisions that may trigger payments. Under the Omnibus Plan and John Deere 2020 Equity and Incentive Plan, unless the Board or the Committee determines otherwise, all then-outstanding equity awards would vest and restriction periods would end only if there were 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 2024. 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:

  277. Fiscal 2024 Potential Payments upon Change in Control

    | ◾ | Amounts already earned under the STI and LTIC plans (reported in the Fiscal 2024 Summary Compensation Table) |

  278. Fiscal 2024 Potential Payments upon Change in Control

    | ◾ | The exercise of outstanding vested options (reported in the Outstanding Equity Awards at Fiscal 2024 Year-End table) |

  279. Fiscal 2024 Potential Payments upon Change in Control

    | ◾ | Distribution of nonqualified deferred compensation (reported in the Fiscal 2024 Nonqualified Deferred Compensation Table) |

  280. Fiscal 2024 Potential Payments upon Change in Control

    | 78 | 2025 PROXY STATEMENT |

  281. Fiscal 2024 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 |

  282. FISCAL 2024 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    FISCAL 2024 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

  283. FISCAL 2024 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 | $— | $— | $3,293,987 | $— | $— | $— | $— | $3,293,987 | | –Change in Control and Qualifying Termination | $4,975,372 | $9,918,853 | $3,293,987 | $21,111,601 | $— | $76,209 | $756,983 | $40,133,005 | | Joshua A. Jepsen | | | | | | | | | | –Change in Control only | $— | $— | $1,422,307 | $— | $— | $— | $— | $1,422,307 | | –Change in Control and Qualifying Termination | $1,847,568 | $1,841,646 | $1,422,307 | $5,052,621 | $326,330 | $37,548 | $256,430 | $10,784,450 | | Ryan D. Campbell | | | | | | | | | | –Change in Control only | $— | $— | $1,496,357 | $— | $— | $— | $— | $1,496,357 | | –Change in Control and Qualifying Termination | $1,943,760 | $1,937,529 | $1,496,357 | $7,397,403 | $586,769 | $39,576 | $269,780 | $13,671,174 | | Rajesh Kalathur | | | | | | | | | | –Change in Control only | $— | $— | $1,485,494 | $— | $— | $— | $— | $1,485,494 | | –Change in Control and Qualifying Termination | $1,929,648 | $1,923,462 | $1,485,494 | $4,421,553 | $— | $43,794 | $267,821 | $10,071,772 | | Cory J. Reed | | | | | | | | | | –Change in Control only | $— | $— | $1,469,752 | $— | $— | $— | $— | $1,469,752 | | –Change in Control and Qualifying Termination | $1,909,200 | $1,903,080 | $1,469,752 | $6,726,358 | $506,526 | $39,474 | $264,304 | $12,818,694 |

  284. FISCAL 2024 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. |

  285. FISCAL 2024 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 2024 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and is not duplicated in this table. |

  286. FISCAL 2024 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 2024 is reported in footnote (4) of the Fiscal 2024 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 one remaining performance period. |

  287. FISCAL 2024 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. |

  288. FISCAL 2024 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 27, 2024, which was $407.93. Vested RSUs are not included since they have been earned and are included on the Fiscal 2024 Nonqualified Deferred Compensation Table. Unvested PSUs and RSUs are included in the Outstanding Equity Awards at Fiscal 2024 Year-End table.

  289. FISCAL 2024 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. |

  290. FISCAL 2024 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. Jepsen, Campbell, and Reed, who are not eligible for retirement, the amount represents the number of outstanding, unexercisable options multiplied by the difference between the closing price for Deere common stock on the NYSE as of October 27, 2024, which was $407.93, and the option exercise prices. These amounts are included in the Outstanding Equity Awards at Fiscal 2024 Year-End table.

  291. FISCAL 2024 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. |

  292. FISCAL 2024 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). |

  293. FISCAL 2024 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (8) The amounts set forth under “Deferred Compensation” and “Accumulated Pension Benefit” in the Fiscal 2024 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. |

  294. FISCAL 2024 POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | 2025 PROXY STATEMENT | 79 |

  295. FISCAL 2024 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 |

  296. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL

    FISCAL 2024 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 2024 and the NEO was actively employed until that time.

  297. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

  298. FISCAL 2024 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 | $— | $5,971,216 | $4,478,412 | $14,808,267 | $12,312,537 | $8,182,842 | $4,123,452 | $49,876,726 | | Disability | $38,699,324 | $5,971,216 | $4,478,412 | $14,808,267 | $12,312,537 | $8,182,842 | $9,801,966 | $94,254,564 | | Retirement | — | $5,971,216 | $4,478,412 | $14,808,267 | $12,312,537 | $8,182,842 | $7,512,182 | $53,265,456 | | Termination Without Cause | $1,664,004 | $5,971,216 | $4,478,412 | $— | $— | $8,182,842 | $7,512,182 | $27,808,656 | | Termination For Cause | $— | $5,971,216 | $4,478,412 | $— | $— | $8,182,842 | $7,512,182 | $26,144,652 | | Voluntary Separation(8) | | | | | | | | | | Joshua A. Jepsen | | | | | | | | | | Death | $— | $1,657,481 | $1,933,728 | $1,700,660 | $326,330 | $693,383 | $417,259 | $6,728,841 | | Disability | $14,368,250 | $1,657,481 | $1,933,728 | $1,700,660 | $326,330 | $693,383 | $1,436,641 | $22,116,473 | | Retirement(9) | | | | | | | | | | Termination Without Cause | $923,784 | $1,657,481 | $1,933,728 | $— | $— | $693,383 | $771,794 | $5,980,170 | | Termination For Cause | $— | $1,657,481 | $1,933,728 | $— | $— | $693,383 | $771,794 | $5,056,386 | | Voluntary Separation | $— | $1,657,481 | $1,933,728 | $— | $— | $693,383 | $771,794 | $5,056,386 | | Ryan D. Campbell | | | | | | | | | | Death | $— | $1,743,776 | $2,034,405 | $3,642,407 | $2,435,548 | $1,955,628 | $991,857 | $12,803,621 | | Disability | $19,943,940 | $1,743,776 | $2,034,405 | $3,642,407 | $2,435,548 | $1,955,628 | $3,746,297 | $35,502,001 | | Retirement(9) | | | | | | | | | | Termination Without Cause | $728,910 | $1,743,776 | $2,034,405 | $— | $— | $1,955,628 | $1,818,626 | $8,281,345 | | Termination For Cause | $— | $1,743,776 | $2,034,405 | $— | $— | $1,955,628 | $1,818,626 | $7,552,435 | | Voluntary Separation | $— | $1,743,776 | $2,034,405 | $— | $— | $1,955,628 | $1,818,626 | $7,552,435 | | Rajesh Kalathur | | | | | | | | | | Death | $— | $1,731,116 | $2,019,635 | $3,012,563 | $22,242,965 | $5,347,955 | $2,316,834 | $36,671,068 | | Disability | $13,245,302 | $1,731,116 | $2,019,635 | $3,012,563 | $22,242,965 | $5,347,955 | $5,146,277 | $52,745,813 | | Retirement | $— | $1,731,116 | $2,019,635 | $3,012,563 | $22,242,965 | $5,347,955 | $4,236,413 | $38,590,647 | | Termination Without Cause | $964,824 | $1,731,116 | $2,019,635 | $— | $— | $5,347,955 | $4,236,413 | $14,299,943 | | Termination For Cause | $— | $1,731,116 | $2,019,635 | $— | $— | $5,347,955 | $4,236,413 | $13,335,119 | | Voluntary Separation(8) | | | | | | | | | | Cory J. Reed | | | | | | | | | | Death | $— | $1,712,772 | $1,998,234 | $3,032,144 | $7,222,020 | $4,874,690 | $1,528,740 | $20,368,600 | | Disability | $15,656,478 | $1,712,772 | $1,998,234 | $3,032,144 | $7,222,020 | $4,874,690 | $4,264,800 | $38,761,138 | | Retirement(9) | | | | | | | | | | Termination Without Cause | $954,600 | $1,712,772 | $1,998,234 | $— | $— | $4,874,690 | $2,805,377 | $12,345,673 | | Termination For Cause | $— | $1,712,772 | $1,998,234 | $— | $— | $4,874,690 | $2,805,377 | $11,391,073 | | Voluntary Separation | $— | $1,712,772 | $1,998,234 | $— | $— | $4,874,690 | $2,805,377 | $11,391,073 |

  299. FISCAL 2024 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. |

  300. FISCAL 2024 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 27, 2024, until the time the NEO reaches age 65.

  301. FISCAL 2024 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 27, 2024, would be payable in a lump sum no later than March 15 of the next calendar year. This amount is reported in the Fiscal 2024 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.” |

  302. FISCAL 2024 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 27, 2024, 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 2024 Summary Compensation Table. |

  303. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | 80 | 2025 PROXY STATEMENT |

  304. FISCAL 2024 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 |

  305. FISCAL 2024 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. |

  306. FISCAL 2024 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 2023 and 2024 truncated performance measurement periods. The performance period for PSUs granted in fiscal year 2022 ended on October 27, 2024. The final number of shares earned for fiscal 2023 is based upon performance as determined by revenue growth relative to the performance peer group at the end of the applicable performance period. The final number of shares earned for fiscal 2024 is based upon performance as determined by revenue growth and by total shareholder return both 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 2024 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 27, 2024, which was $407.93.

  307. FISCAL 2024 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 27, 2024, and the option exercise prices. |

  308. FISCAL 2024 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 2024 Year-End table. In the event of a termination other than for death, disability, or retirement, all outstanding stock options are forfeited.

  309. FISCAL 2024 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 2024 Nonqualified Deferred Compensation Table under Deferred Plan and DCRP. |

  310. FISCAL 2024 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: |

  311. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Present value amounts were determined based on a discount rate of 5.34% for the Salaried Plan, 5.19% for the Senior Supplementary Plan, and 4.93% for the Deere Supplemental Plan |

  312. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | Lump-sum distribution amounts were determined using an interest rate of 4.48% for the Senior Supplementary and Deere Supplemental Plans |

  313. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | ◾ | The mortality table used for the Salaried Plan was 93.6%PRI2012WC with mortality projection scale MP2021 |

  314. FISCAL 2024 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 2025 417 (e) table as published by the IRS |

  315. FISCAL 2024 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 2024 |

  316. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    Following are additional explanations related to the various scenarios:

  317. FISCAL 2024 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 27, 2024 |

  318. FISCAL 2024 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 |

  319. FISCAL 2024 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 27, 2024 |

  320. FISCAL 2024 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 27, 2024 |

  321. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

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

  322. FISCAL 2024 POTENTIAL PAYMENTS UPON termination of employment other than following a CHANGE IN CONTROL

    | (9) Since Messrs. May and Kalathur are eligible for retirement, the scenario for Voluntary Separation is not applicable. Under this scenario, they would retire. |

  323. 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. Our median employee was identified using the Company’s global full-time, part-time, temporary, and seasonal employees employed as of September 1, 2024. As of that date, we had 71,423 employees globally, with 27,274 employees located in the U.S. and 44,149 located outside the U.S. As permitted under the “5% de minimis exemption” of the pay ratio disclosure rule, we excluded all employees in 27 countries(1), which totaled 2,579, or 3.6%, of our total employee population. After the exclusions, 27,274 employees in the U.S. and 41,570 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 September 1, 2024, 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 2024. Base pay paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on August 23, 2024 which is considered the August year-to-date average exchange rate.

  324. Pay Ratio Disclosure

    | 2025 PROXY STATEMENT | 81 |

  325. 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 |

  326. 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 2024 was $146,175. Mr. May’s annual total compensation as presented in the Fiscal 2024 Summary Compensation Table was $27,801,672. Calculated in this manner, the ratio of the CEO’s total compensation to our median employee’s total compensation for fiscal 2024 was about 190 to 1.

  327. Pay Ratio Disclosure

    | (1) The countries and approximate number of employees excluded from the calculation are as follows: Australia (362), Austria (251), Belgium (32), Bulgaria (18), Denmark (32), Estonia (11), Georgia (7), Hungary (21), Ireland (24), Italy (111), Japan (24), Latvia (10), Lithuania (21), Malaysia (36), Netherlands (214), Norway (56), Poland (362), Romania (34), Russia (43), Singapore (44), South Africa (158), Sweden (162), Taiwan (35), Thailand (67), Turkey (63), Ukraine (45), and United Kingdom (336). |

  328. 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 Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  329. Pay versus Performance

    Pay versus Performance

  330. 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) | | 2024 | $27,801,672 | $31,011,148 | $7,574,559 | $8,156,223 | 189.96 | 190.66 | 7,088 | 35.9% | | 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% |

  331. 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. |

  332. Pay versus Performance

    | 2021 | 2022 | 2023 | 2024 | | Ryan D. Campbell | Ryan D. Campbell | Ryan D. Campbell | Ryan D. Campbell | | Marc A. Howze | Marc A. Howze | Joshua A. Jepsen | Joshua A. Jepsen | | Rajesh Kalathur | Joshua A. Jepsen | Cory J. Reed | Rajesh Kalathur | | Cory J. Reed | Mary K. W. Jones | Justin R. Rose | Cory J. Reed | | | Rajesh Kalathur | | | | | Cory J. Reed | | |

  333. 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. |

  334. 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. |

  335. 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 ($) | John C. May ($) | | 2024 | $27,801,672 | $(1,698,832) | $332,987 | $(17,491,573) | $22,066,894 | $31,011,148 | | 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 |

  336. 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 ($) | Non-PEO NEOs ($) | | 2024 | $7,574,559 | $(557,690) | $139,750 | $(4,077,272) | $5,076,876 | $8,156,223 | | 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 |

  337. Pay versus Performance

    | 82 | 2025 PROXY STATEMENT |

  338. 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 |

  339. 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:

  340. 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 ($) | | 2024 | $20,759,326 | $1,623,711 | $— | $(316,143) | $— | $— | $22,066,894 | | 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 |

  341. 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 ($) | | 2024 | $4,838,984 | $292,648 | $— | $(54,756) | $— | $— | $5,076,876 | | 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 |

  342. 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.

  343. 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 27, 2024. 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. |

  344. Pay versus Performance

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

  345. 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 and 2024. 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. This performance measure may not have been the most important financial performance measure in previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  346. Pay versus Performance

    | 2025 PROXY STATEMENT | 83 |

  347. 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 |

  348. 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.

  349. Compensation Actually Paid, Company TSR, AND PEER GROUP TSR

    Compensation Actually Paid, Company TSR, AND PEER GROUP 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 as well as the cumulative TSR of the S&P Industrials Index over the four most recently completed fiscal years:

  350. 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 four most recently completed fiscal years:

  351. Compensation Actually Paid and Company-Selected Measure

    Compensation Actually Paid and Company-Selected Measure 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 four most recently completed fiscal years:

  352. Compensation Actually Paid and Company-Selected Measure

    | 84 | 2025 PROXY STATEMENT |

  353. Compensation Actually Paid and Company-Selected Measure

    | 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 |

  354. 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.