CATERPILLAR INC, DEF 14A filed on 5/1/2023
Proxy Statement (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CATERPILLAR INC
Entity Central Index Key 0000018230
v3.23.1
Pay vs Performance Disclosure
 12 Months Ended 36 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2022
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]      

PAY VERSUS PERFORMANCE TABLE

Year(1)

 

 

 

 

 

 

Value of Initial Fixed $100

Investment Based On:

 

 

 

SCT Total

Compensation

for CEO

Compensation

Actually Paid(2) to

CEO

Average

SCT Total

Compensation for

Other NEOs

Average

Compensation

Actually Paid(2) to

Other NEOs

Cumulative TSR(3)

Cumulative Peer

Group TSR (S&P 500

Industrials)(3)

Net

Income

Return

on

Equity

(4)

2022

 

$

20,607,600

$

25,529,692

 

$

6,610,827

$

9,756,542

 

$

174.60

$

127.15

 

$

6,705m

45.3

%

2021

 

$

24,298,032

$

25,003,543

 

$

7,610,248

$

9,775,102

 

$

147.22

$

134.52

 

$

6,489m

37.2

%

2020

 

$

13,676,551

$

22,734,659

 

$

4,749,102

$

8,894,074

 

$

126.97

$

111.06

 

$

2,998m

24.0

%
(1)

For each covered year, D. James Umpleby III served as our Chief Executive Officer. For 2022 and 2021, our other Named Executive Officers were Andrew Bonfield, Denise Johnson, Bob De Lange and Joe Creed and, for 2020, our other Named Executive Officers were Andrew Bonfield, William Ainsworth, Bob De Lange and Denise Johnson.

(2)

Amounts reported in this column are based on total compensation reported for our CEO and for other NEOs, respectively, in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

 

 

 

 

SCT Total

Compensation

 

Grant Date fair

value of

current year

grants as

disclosed in

the SCT

 

Year-End fair

value of

awards

granted in

current year

and unvested

at year-end

 

Vest Date

fair value of

awards

granted and

vested in

current year

 

Change in fair

value of

awards

granted in

prior years

and unvested

at year-end

 

Change in fair

value of

awards

granted in

prior years

and vested in

current year

 

Prior

Year-End

fair value of

any awards

forfeited

during

current year

 

Compensation

Actually Paid

2022

CEO(1) 

$

20,607,600

$

(13,499,951)

$

8,316,746

$

6,837,116

$

1,492,890

$

1,775,291

$

0

$

25,529,692

NEO Average(1) 

$

6,610,827

$

(3,874,981)

$

4,864,143

$

468,465

$

1,539,808

$

148,280

$

0

$

9,756,542

2021

CEO(1)

$

24,298,032

$

(17,499,992)

$

8,357,495

$

7,294,993

$

1,362,453

$

1,190,562

$

0

$

25,003,543

NEO Average(1) 

$

7,610,248

$

(5,075,011)

$

4,093,237

$

556,254

$

1,043,735

$

1,546,639

$

0

$

9,775,102

2020

CEO(1)

$

13,676,551

$

(11,799,969)

$

8,605,145

$

8,872,914

$

1,598,662

$

1,781,356

$

0

$

22,734,659

NEO Average(1) 

$

4,749,102

$

(3,799,993)

$

5,991,911

$

789,536

$

1,341,267

$

(177,749)

$

0

$

8,894,074
(3)

Total shareholder return amounts assume an initial investment of $100 on December 31, 2019.

(4)

In accordance with SEC rules, the Company is required to include in the Pay Versus Performance Table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined Return on Equity, which is a metric included in our incentive program, meets this requirement, and therefore, we have included this performance measure in the Pay Versus Performance Table. See page 53 for information regarding adjustments made to ROE.
Company Selected Measure Name Return on Equity      
Named Executive Officers, Footnote [Text Block]      
(1)

For each covered year, D. James Umpleby III served as our Chief Executive Officer. For 2022 and 2021, our other Named Executive Officers were Andrew Bonfield, Denise Johnson, Bob De Lange and Joe Creed and, for 2020, our other Named Executive Officers were Andrew Bonfield, William Ainsworth, Bob De Lange and Denise Johnson.
PEO Total Compensation Amount $ 20,607,600 $ 24,298,032 $ 13,676,551  
PEO Actually Paid Compensation Amount [1] 25,529,692 25,003,543 22,734,659  
Adjustment To PEO Compensation, Footnote [Text Block]      

 

 

 

 

SCT Total

Compensation

 

Grant Date fair

value of

current year

grants as

disclosed in

the SCT

 

Year-End fair

value of

awards

granted in

current year

and unvested

at year-end

 

Vest Date

fair value of

awards

granted and

vested in

current year

 

Change in fair

value of

awards

granted in

prior years

and unvested

at year-end

 

Change in fair

value of

awards

granted in

prior years

and vested in

current year

 

Prior

Year-End

fair value of

any awards

forfeited

during

current year

 

Compensation

Actually Paid

2022

CEO(1) 

$

20,607,600

$

(13,499,951)

$

8,316,746

$

6,837,116

$

1,492,890

$

1,775,291

$

0

$

25,529,692

NEO Average(1) 

$

6,610,827

$

(3,874,981)

$

4,864,143

$

468,465

$

1,539,808

$

148,280

$

0

$

9,756,542

2021

CEO(1)

$

24,298,032

$

(17,499,992)

$

8,357,495

$

7,294,993

$

1,362,453

$

1,190,562

$

0

$

25,003,543

NEO Average(1) 

$

7,610,248

$

(5,075,011)

$

4,093,237

$

556,254

$

1,043,735

$

1,546,639

$

0

$

9,775,102

2020

CEO(1)

$

13,676,551

$

(11,799,969)

$

8,605,145

$

8,872,914

$

1,598,662

$

1,781,356

$

0

$

22,734,659

NEO Average(1) 

$

4,749,102

$

(3,799,993)

$

5,991,911

$

789,536

$

1,341,267

$

(177,749)

$

0

$

8,894,074
Non-PEO NEO Average Total Compensation Amount 6,610,827 7,610,248 4,749,102  
Non-PEO NEO Average Compensation Actually Paid Amount [1] 9,756,542 9,775,102 8,894,074  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]      

 

 

 

 

SCT Total

Compensation

 

Grant Date fair

value of

current year

grants as

disclosed in

the SCT

 

Year-End fair

value of

awards

granted in

current year

and unvested

at year-end

 

Vest Date

fair value of

awards

granted and

vested in

current year

 

Change in fair

value of

awards

granted in

prior years

and unvested

at year-end

 

Change in fair

value of

awards

granted in

prior years

and vested in

current year

 

Prior

Year-End

fair value of

any awards

forfeited

during

current year

 

Compensation

Actually Paid

2022

CEO(1) 

$

20,607,600

$

(13,499,951)

$

8,316,746

$

6,837,116

$

1,492,890

$

1,775,291

$

0

$

25,529,692

NEO Average(1) 

$

6,610,827

$

(3,874,981)

$

4,864,143

$

468,465

$

1,539,808

$

148,280

$

0

$

9,756,542

2021

CEO(1)

$

24,298,032

$

(17,499,992)

$

8,357,495

$

7,294,993

$

1,362,453

$

1,190,562

$

0

$

25,003,543

NEO Average(1) 

$

7,610,248

$

(5,075,011)

$

4,093,237

$

556,254

$

1,043,735

$

1,546,639

$

0

$

9,775,102

2020

CEO(1)

$

13,676,551

$

(11,799,969)

$

8,605,145

$

8,872,914

$

1,598,662

$

1,781,356

$

0

$

22,734,659

NEO Average(1) 

$

4,749,102

$

(3,799,993)

$

5,991,911

$

789,536

$

1,341,267

$

(177,749)

$

0

$

8,894,074
Compensation Actually Paid vs. Total Shareholder Return [Text Block]      
Compensation Actually Paid vs. Net Income [Text Block]      
Compensation Actually Paid vs. Company Selected Measure [Text Block]      
Tabular List [Table Text Block]      

COMPANY’S MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

The following are the most important financial performance measures (shown in alphabetical order), as determined by the Company, that link compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year.

Most Important Financial Measures

Adjusted Profit Per Share

Enterprise Services Revenues

Enterprise Operating Profit Margin

Relative Average TSR

Enterprise Operating Profit

Return on Equity

Enterprise Operating Profit After Capital Charge (OPACC)

 
Total Shareholder Return Amount [2] 174.6 147.22 126.97  
Peer Group Total Shareholder Return Amount [2] 127.15 134.52 111.06  
Net Income (Loss) $ 6,705,000,000 $ 6,489,000,000 $ 2,998,000,000  
Company Selected Measure Amount [3] 45.3 37.2 24  
PEO Name       D. James Umpleby III
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted Profit Per Share      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Enterprise Operating Profit Margin      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Enterprise Operating Profit      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name Enterprise Operating Profit After Capital Charge (OPACC)      
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name Enterprise Services Revenues      
Measure [Axis]: 6        
Pay vs Performance Disclosure [Table]        
Measure Name Relative Average TSR      
Measure [Axis]: 7        
Pay vs Performance Disclosure [Table]        
Measure Name Return on Equity      
PEO [Member] | Grant Date fair value of current year grants as disclosed in the SCT [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (13,499,951) $ (17,499,992) $ (11,799,969)  
PEO [Member] | Year-End fair value of awards granted in current year and unvested at year-end [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 8,316,746 8,357,495 8,605,145  
PEO [Member] | Vest Date fair value of awards granted and vested in current year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 6,837,116 7,294,993 8,872,914  
PEO [Member] | Change in fair value of awards granted in prior years and unvested at year-end [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,492,890 1,362,453 1,598,662  
PEO [Member] | Change in fair value of awards granted in prior years and vested in current year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,775,291 1,190,562 1,781,356  
PEO [Member] | Prior Year-End fair value of any awards forfeited during current year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 0 0  
Non-PEO NEO [Member] | Grant Date fair value of current year grants as disclosed in the SCT [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (3,874,981) (5,075,011) (3,799,993)  
Non-PEO NEO [Member] | Year-End fair value of awards granted in current year and unvested at year-end [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 4,864,143 4,093,237 5,991,911  
Non-PEO NEO [Member] | Vest Date fair value of awards granted and vested in current year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 468,465 556,254 789,536  
Non-PEO NEO [Member] | Change in fair value of awards granted in prior years and unvested at year-end [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,539,808 1,043,735 1,341,267  
Non-PEO NEO [Member] | Change in fair value of awards granted in prior years and vested in current year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 148,280 1,546,639 (177,749)  
Non-PEO NEO [Member] | Prior Year-End fair value of any awards forfeited during current year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 0 $ 0 $ 0  
[1]
(2)

Amounts reported in this column are based on total compensation reported for our CEO and for other NEOs, respectively, in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

 

 

 

 

SCT Total

Compensation

 

Grant Date fair

value of

current year

grants as

disclosed in

the SCT

 

Year-End fair

value of

awards

granted in

current year

and unvested

at year-end

 

Vest Date

fair value of

awards

granted and

vested in

current year

 

Change in fair

value of

awards

granted in

prior years

and unvested

at year-end

 

Change in fair

value of

awards

granted in

prior years

and vested in

current year

 

Prior

Year-End

fair value of

any awards

forfeited

during

current year

 

Compensation

Actually Paid

2022

CEO(1) 

$

20,607,600

$

(13,499,951)

$

8,316,746

$

6,837,116

$

1,492,890

$

1,775,291

$

0

$

25,529,692

NEO Average(1) 

$

6,610,827

$

(3,874,981)

$

4,864,143

$

468,465

$

1,539,808

$

148,280

$

0

$

9,756,542

2021

CEO(1)

$

24,298,032

$

(17,499,992)

$

8,357,495

$

7,294,993

$

1,362,453

$

1,190,562

$

0

$

25,003,543

NEO Average(1) 

$

7,610,248

$

(5,075,011)

$

4,093,237

$

556,254

$

1,043,735

$

1,546,639

$

0

$

9,775,102

2020

CEO(1)

$

13,676,551

$

(11,799,969)

$

8,605,145

$

8,872,914

$

1,598,662

$

1,781,356

$

0

$

22,734,659

NEO Average(1) 

$

4,749,102

$

(3,799,993)

$

5,991,911

$

789,536

$

1,341,267

$

(177,749)

$

0

$

8,894,074
[2]
(3)

Total shareholder return amounts assume an initial investment of $100 on December 31, 2019.
[3]
(4)

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