Andrew R. J. Bonfield
CATERPILLARAbout Andrew R. J. Bonfield
Andrew R. J. Bonfield is Caterpillar’s Chief Financial Officer; age 62, serving as CFO since 2018, following eight years as Group Chief Financial Officer at a multinational electricity and gas utility company (2010–2018) . Under Caterpillar’s executive compensation program, pay design emphasizes ROIC and relative TSR for long-term incentives; company pay-versus-performance disclosures show cumulative TSR of 274.14 in 2024, net income of $10,792 million, and ROE of 55.0% . He co-signed Caterpillar’s 2024 Form 10-K Section 302 and 906 certifications, underscoring accountability for financial reporting and controls .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Multinational electricity and gas utility company | Group Chief Financial Officer | 2010–2018 | Led global finance; experience in large-scale utility capital allocation and financial reporting |
Fixed Compensation
Multi-year summary (NEO CFO):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $882,575 | $916,800 | $953,450 |
| All Other Compensation | $438,984 | $241,123 | $291,731 |
| Total Compensation | $7,223,543 | $8,359,939 | $7,975,497 |
Annual incentive target and payout (2024):
| Component | Value |
|---|---|
| AIP Target Opportunity (% of base) | 115% |
| Performance Factor | 1.16 |
| Strategic Modifiers | Services Growth +6.0%, ESG Strategy +6.5%, Total +12.5% |
| AIP Payment | $1,434,400 (paid in 2025) |
Performance Compensation
2024 LTI design and plan-based grants:
- LTI mix: 50% PRSUs; 25% time-based RSUs; 25% stock options
- PRSU metrics: equally weighted ROIC and relative TSR; leveraged payout 50%–200% of target
- Vesting: PRSUs after 3-year performance cycle; RSUs annual tranches; options vest one-third annually, 10-year term
Grants of plan-based awards (2024, CFO):
| Award | Threshold | Target | Maximum | Exercise Price | Grant Date Fair Value |
|---|---|---|---|---|---|
| PRSUs (3/4/2024) | 3,544 sh | 7,087 sh | 14,174 sh | — | $2,896,032 |
| RSUs (3/4/2024) | — | 3,543 sh | — | — | $1,199,837 |
| Stock Options (3/4/2024) | — | — | — | $338.65/sh | $1,200,047 |
Vesting schedules (CFO awards):
- RSUs granted 1/12/2024: 25% on 1/12/2025; 25% on 1/12/2026; 50% on 1/12/2027
- RSUs granted 3/4/2024: one-third on 3/4/2025, 3/4/2026, 3/4/2027
- Options (2022, 2023, 2024 grants): one-third annually over three years; 10-year expiration
- PRSUs: vest at end of 3-year cycle based on ROIC and rTSR achievement
2024 realized value from vesting/exercises (CFO):
| Transaction | Shares | Value Realized |
|---|---|---|
| Options exercised (2024) | 29,579 | $3,895,096 |
| PRSUs vested (2024) | 12,520 | $3,923,705 |
Equity Ownership & Alignment
Beneficial ownership (as of 1/1/2025):
| Category | Shares |
|---|---|
| Common stock owned | 52,619 |
| Options/SARs/RSUs exercisable within 60 days | 11,656 |
| Total beneficial ownership | 64,275 |
- Each listed executive officer individually beneficially owns less than 1% of outstanding shares .
- None of the shares held by the group are pledged; company policy strictly prohibits hedging and pledging by directors, officers, and employees .
- Stock ownership guidelines: CEO 6x base salary; other NEOs 3x base salary; five-year period to meet target; unvested RSUs/PRSUs and options are excluded; until met, disposition of shares is restricted .
Unvested and outstanding equity (CFO, 12/31/2024):
| Grant Date | Instrument | Exercisable | Unexercisable | Exercise Price | Unvested RSUs | Market Value (RSUs) | Unearned PRSUs | Market/Payout Value (PRSUs) |
|---|---|---|---|---|---|---|---|---|
| 3/7/2022 | Options | — | 14,186 | $196.70 | — | — | — | — |
| 3/6/2023 | Options | 11,656 | 23,310 | $253.98 | — | — | — | — |
| 3/4/2024 | Options | — | 11,509 | $338.65 | — | — | — | — |
| 3/4/2024 | RSUs | — | — | — | 3,583 | $1,299,769 | — | — |
| 3/7/2022 | PRSUs | — | — | — | — | — | 11,775 (vested 2/11/2025) | $4,271,499 |
| 3/6/2023 | PRSUs | — | — | — | — | — | 10,757 (scheduled 2026) | $3,902,209 |
| 3/4/2024 | PRSUs | — | — | — | — | — | 14,336 (scheduled 2027) | $5,200,527 |
| Notes: Market values based on $362.76 closing price on 12/31/2024; PRSUs vest contingent on performance . |
Deferred compensation (CFO, 2024):
| Plan | Executive Contributions | Company Contributions | Aggregate Earnings | Aggregate Balance |
|---|---|---|---|---|
| SDCP | $204,402 | $255,062 | $134,159 | $1,954,454 |
Employment Terms
- CFO since 2018 per executive officers disclosure .
- No pre-existing individual severance or change-in-control agreements; payouts arise from plan terms only .
- Clawback: non-fault recovery of erroneously awarded incentive-based compensation for three years preceding a required restatement; additional misconduct-based recoupment policy in governance guidelines .
- Anti-hedging/pledging: prohibited for directors, officers, employees .
- Equity grant timing and pricing practices avoid granting near material filings; options granted at closing price on grant date; 2024 grants complied with timing safeguards .
- AIP maximum payout per participant capped at $15.0 million annually .
Potential payments upon separation (as of 12/31/2024, CFO):
| Scenario | Stock Options | PRSUs/RSUs | Annual Incentive | Total |
|---|---|---|---|---|
| Voluntary Separation (long-service) | $5,168,871 | $12,073,741 | $1,434,400 | $18,677,012 |
| Termination Following Change-in-Control | $5,168,871 | $12,073,741 | $1,096,526 (target) | $18,339,138 |
Compensation Structure Analysis
- Program changes in 2024 increased diversification of equity mix by introducing time-based RSUs (25%) alongside PRSUs (50%) and options (25%), shifting some exposure from options-only to RSUs, which lowers risk of zero payout and improves retention but may reduce performance leverage vs. options .
- PRSU metrics broadened from single ROE to ROIC and relative TSR, improving alignment with capital efficiency and shareholder return; leveraged payout (50%–200%) introduces more symmetric performance sensitivity .
- Benchmarking targets median of peer group (size-adjusted); GM added to peer group in Aug 2023; continued strong shareholder support for say-on-pay (93% in 2024) suggests perceived pay-performance alignment .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 93% (2024); prior years: 93% (2023), 94% (2022) .
- Ongoing shareholder outreach on compensation and ESG topics; CHRC incorporates feedback into plan design .
Investment Implications
- Alignment: Significant unearned PRSU tranches (2023/2024 cycles) and multi-year vesting across RSUs and options tie compensation to sustained ROIC and rTSR performance, reinforcing long-term shareholder alignment; anti-hedging/pledging and ownership guidelines further constrain short-term dispositions .
- Retention risk: Low near term given outstanding equity and long-service separation eligibility evidenced by voluntary separation valuations; absence of individual CIC agreements limits windfall risk while plan-based accelerations remain material .
- Trading signals: 2024 option exercises (29,579 shares; $3.9M realized) and PRSU vesting ($3.9M) indicate periodic liquidity events; monitor Form 4 filings for future exercises/settlements around vest dates (1/12 and 3/4 anniversaries) that could create selling pressure windows .
- Performance sensitivity: Expanded PRSU metrics (ROIC, rTSR) and leveraged payout increase sensitivity to capital returns and market-relative performance; strong company ROE and TSR trends through 2024 underpin potential above-target PRSU outcomes if sustained .