UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Executive Officer and Member of Board
On April 15, 2025, Caterpillar Inc. (the “Company”) announced that, on April 9, 2025, the Board of Directors (the “Board”) of the Company appointed Joseph E. Creed (49) as the Company’s Chief Executive Officer and as a member of the Board, effective May 1, 2025, succeeding D. James Umpleby III. Mr. Umpleby will continue to serve as Chief Executive Officer until May 1, 2025, at which point he will become Executive Chairman of the Board. A copy of the Company’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Creed currently serves as the Company’s Chief Operating Officer, a position he has held since November 1, 2023. Mr. Creed joined Caterpillar in 1997 and has held numerous positions of increased responsibility across multiple divisions of Caterpillar. He was promoted to Chief Financial Officer for Caterpillar’s Energy & Transportation business segment in 2013, then to Vice President of Caterpillar’s Finance Services Division in 2017. Mr. Creed also served as interim Chief Financial Officer for Caterpillar in 2018. He then became Vice President of the Oil & Gas and Marine Division and the Electric Power Division. In 2021, he was promoted to Group President of Energy & Transportation, a position he held until becoming Chief Operating Officer.
In connection with these executive leadership changes, the Compensation and Human Resources Committee of the Board also approved certain changes to Mr. Creed’s and Mr. Umpleby’s respective compensation.
With respect to Mr. Creed’s elevation, the Compensation and Human Resources Committee approved the following actions:
| · | An increase in Mr. Creed’s annual salary to $1,500,000, effective May 1, 2025; |
| · | An increase in Mr. Creed’s target award under the Company’s Annual Incentive Plan to 160% of his base salary; and |
| · | A long-term incentive grant with a grant date fair value of $5.5 million, one-half of which was comprised of performance-based restricted stock units, one-quarter of which was comprised of non-qualified stock options and one-quarter of which was comprised of time-based restricted stock units. |
Mr. Creed will not receive any separate compensation for his service as a director of the Company. As previously disclosed, Mr. Creed’s brother-in-law had been employed by the Company as a Global Procurement Manager and, consistent with the Company’s compensation policies applicable to other employees of similar title and responsibility, earned aggregate annual compensation of approximately $227,152 for fiscal year 2024. In February 2025, Mr. Creed’s brother-in-law’s employment with the Company ceased, and he received $183,089 pursuant to a separation agreement.
With respect to Mr. Umpleby’s transition to Executive Chairman, the Compensation and Human Resources Committee approved the following actions:
| · | A decrease in Mr. Umpleby’s base salary to $1,200,000, effective May 1, 2025; and | |
| · | A decrease in Mr. Umpleby’s target award under the Company’s Annual Incentive Plan to 125% of his base salary. |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: | ||||||||||||
| The following is furnished as an exhibit to this report: | |||||||||||||
| 99.1 | Caterpillar Inc. press release dated April 15, 2025. | ||||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CATERPILLAR INC. | ||
| April 15, 2025 | By: | /s/ Derek Owens |
| Derek Owens | ||
| Chief Legal Officer and General Counsel | ||