Bob De Lange
CATERPILLARAbout Bob De Lange
Bob De Lange is Group President at Caterpillar, serving in this role since 2017; he was age 54 in the company’s 2024 Form 10-K executive officer disclosure . His operating background spans product management and vice president roles in the Wheel Loaders franchise, and he currently participates in Caterpillar’s incentive structure tied to Enterprise Operating Profit, OPACC and Services Revenues, alongside long-term equity metrics in ROIC and relative TSR . Company performance context during his tenure includes adjusted operating profit margin of 20.7%, record adjusted profit per share of $21.90, ME&T free cash flow of $9.4B, and services revenues at $24B in 2024; the five-year TSR ended December 31, 2024 outperformed the S&P 500 and related indices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President | 2017–present | Senior operating leadership across segments; NEO compensation aligned to enterprise and segment metrics including OPACC and services growth |
| Caterpillar Inc. | Vice President | 2015–2016 | Leadership in product businesses; stepping stone to Group President |
| Caterpillar Inc. | Worldwide Product Manager, Medium Wheel Loaders | 2013–2014 | Product portfolio and lifecycle stewardship for medium wheel loaders |
| Caterpillar Inc. | Regional Product Manager, Medium Wheel Loaders | 2010–2013 | Regional product strategy and execution in wheel loaders |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | No external public-company directorships disclosed in the 10-K executive officer section |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (actual paid) | $821,850 | $855,700 | $889,950 |
| Base Salary Rate at Year-End | n/a | $864,000 | $898,600 |
| All Other Compensation | $689,900 | $305,254 | $285,416 |
| Total Compensation | $6,652,296 | $7,212,091 | $8,556,855 |
| 2024 All Other Compensation Components | Amount |
|---|---|
| Company Contributions – 401(k) | $36,353 |
| Company Contributions – SDCP (Supplemental Deferred Compensation Plan) | $230,084 |
| Corporate Aircraft/Transportation | $86 |
| Personal Security | $1,306 |
| Other (executive physicals, financial planning/tax prep) | $17,587 |
Performance Compensation
| Annual Incentive (AIP) – 2024 | Detail |
|---|---|
| Target Opportunity (% of Salary) | 115% |
| Performance Measures | Enterprise Operating Profit; OPACC (segment-level where applicable); Services Revenues |
| Weighting | Majority of financial measures weighted 50–66% on Enterprise Operating Profit and OPACC; remainder on Services Revenues (company does not disclose NEO-specific weights) |
| Performance Factor (pre-modifiers) | 1.12 |
| Strategic Modifiers | Services Growth +7%; ESG Strategy +6% (aggregate +13%) |
| Payout | $1,299,200 |
| Design Notes | Targets are set from business plan and forecasts; Services and ESG modifiers can adjust ±10% each, max ±20% |
| Long-Term Incentive (LTI) – 2024 Grants & Vesting | Grant Detail | Vesting |
|---|---|---|
| Performance RSUs (PRSUs) – 2024–2026 cycle | Threshold 2,732; Target 5,463; Max 10,926 units; grant-date fair value $2,232,400 | Earned at end of 3-year performance period based on 50% three-year average ROIC and 50% relative TSR vs S&P Capital Goods; payout curve 50%–200% |
| Time-based RSUs (Mar 4, 2024 grant) | 2,731 units; grant-date fair value $924,853 | Vests in equal thirds on Mar 4, 2025/2026/2027; DEUs accrue and vest with units |
| Special Retention RSUs (Jan 12, 2024 grant) | 6,887 units; grant-date fair value $2,000,054 | 25% vests on Jan 12, 2025; 25% on Jan 12, 2026; 50% on Jan 12, 2027; forfeiture if employment ends (except death/CIC terms) |
| Stock Options (Mar 4, 2024 grant) | 8,871 options @ $338.65 strike; grant-date fair value $924,982 | Vests in equal thirds on Mar 4, 2025/2026/2027; 10-year term |
| 2024 Realization | Amount |
|---|---|
| Option Exercises | 80,551 shares; value realized $20,090,181 |
| PRSUs/RSUs Vested | 12,039 shares; value realized $3,772,962 |
Equity Ownership & Alignment
| Beneficial Ownership (snapshot as of Jan 1, 2025) | Shares |
|---|---|
| Common Stock | 61,615 |
| Shares Underlying Options/RSUs Exercisable within 60 Days | 239,443 |
| Total (for snapshot table) | 301,057 |
| Pledging/Hedging | None of the group’s shares pledged; insider policy prohibits hedging/pledging |
| Ownership Guidelines | NEOs: 3× base salary; compliance met or within 5-year period |
| Multi-Year Ownership – Common Stock and “Exercisable within 60 Days” | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2025 |
|---|---|---|---|---|---|---|---|
| Common Stock | 10,230 | 11,310 | 17,867 | 27,623 | 36,903 | 44,559 | 61,615 |
| Exercisable within 60 Days (options/RSUs) | 55,140 | 108,004 | 161,941 | 214,946 | 257,777 | 277,173 | 239,443 |
| Outstanding Equity Awards (De Lange) – 12/31/2024 | Detail |
|---|---|
| Options (exercisable) | 40,512 @ $151.12 exp 3/5/2028 |
| 48,034 @ $138.35 exp 3/4/2029 | |
| 71,210 @ $127.60 exp 3/2/2030 | |
| 44,403 @ $219.76 exp 3/1/2031 | |
| Options (unexercisable) | 11,929 @ $196.70 exp 3/7/2032 |
| 19,352 @ $253.98 exp 3/6/2033 | |
| RSUs (unvested) | 6,994; market value $2,537,143 |
| 2,762; market value $1,001,943 | |
| PRSUs (unearned) | 9,901; market/payout value $3,591,687 (2022–2024 cycle earned; shares released Feb 11, 2025) |
| 8,931; market value $3,239,810 (scheduled to vest in 2026, subject to performance) | |
| 11,050; market/payout value $4,008,498 (assumes max for 2024–2026; actual depends on performance) |
Employment Terms
- No individual severance agreements; change-in-control benefits provided only via plan terms; no cash severance beyond plan provisions .
- Double-trigger change-in-control: acceleration of all unvested options, PRSUs and RSUs; options remain exercisable for normal life; AIP pays prorated target based on service through latter of CIC or termination .
- Clawback policy: non-fault recovery of erroneously awarded incentive-based compensation for three years preceding any required accounting restatement; additional misconduct-based clawback under Corporate Governance Guidelines .
- Anti-hedging and anti-pledging: prohibited by insider trading policy .
- Tax gross-ups: none on change-in-control benefits; no option backdating/repricing; independent compensation consultant engaged .
Compensation Peer Group
| 2024 Compensation Peer Group (selected) | Notes |
|---|---|
| 3M, ADM, Boeing, Cisco, Cummins, Deere, Emerson, FedEx, Ford, GE, GM, Halliburton, Honeywell, Intel, Johnson Controls, PACCAR, RTX | Peer selection based on size, industry, global footprint; GM added in Aug 2023; CEO’s LTI sized ~60th percentile; other NEOs around ~50th percentile |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 93% in 2024; prior years 94% (2022), 93% (2023), indicating strong investor endorsement of pay-for-performance alignment .
- Governance outreach: discussions with holders of ~45% of outstanding shares in 2024 covering compensation, sustainability and governance topics .
Equity Ownership & Pledging Policy Details
- Stock ownership guidelines for NEOs: minimum 3× base salary; includes directly owned, trust-held, 401(k) equivalents, phantom shares; excludes unvested RSUs/PRSUs and options; all NEOs met or are within accumulation period .
- None of the group’s shares were pledged; policy prohibits pledging/hedging .
Performance & Track Record
| 2024 Enterprise Performance Highlights | Metric |
|---|---|
| Operating Profit | $13.1B (adjusted $13.4B); margin 20.2% (adjusted 20.7%) |
| Profit per Share | $22.05; adjusted $21.90 (record) |
| ME&T Free Cash Flow | $9.4B; enterprise cash $6.9B |
| Capital Deployment | $10.3B returned via buybacks and dividends |
| Services Revenues | $24B (record), +4% YoY |
| 5-year TSR | Outperformed S&P 500 and related indices |
Risk Indicators & Red Flags
- 2021 administrative late Form 4 for Bob De Lange and Denise C. Johnson; disclosed by the company and attributed to administrative error .
- Strong governance features: robust clawback, no hedging/pledging, majority independent board, ownership guidelines; no option repricing and no CIC tax gross-ups .
Equity Ownership & Alignment – Vesting Calendar (Upcoming)
| Award | Vesting Dates |
|---|---|
| Special Retention RSUs (Jan 12, 2024; 6,887 units) | 25% on Jan 12, 2025; 25% on Jan 12, 2026; 50% on Jan 12, 2027 |
| Time-based RSUs (Mar 4, 2024; 2,731 units) | One-third annually on Mar 4, 2025/2026/2027; DEUs accrue |
| Stock Options (Mar 4, 2024; 8,871 @ $338.65) | One-third annually on Mar 4, 2025/2026/2027; expire Mar 4, 2034 |
| PRSUs (2024–2026 cycle; target 5,463 units) | Earned based on 3-year ROIC and rTSR; vest at cycle end; payout 50%–200% |
Investment Implications
- Alignment: High proportion of at-risk pay with AIP metrics emphasizing OPACC and Services Revenues, and LTI metrics ROIC and rTSR, supports capital discipline and services monetization; strong say-on-pay and governance features reduce compensation risk .
- Insider selling pressure: Significant 2024 option exercises ($20.1M value) and large outstanding, in-the-money option inventory suggest periodic monetization; upcoming RSU tranches in 2025–2027 add scheduled supply, though anti-hedging/pledging restricts risk-offset behavior .
- Retention/continuity: 2024 special retention RSUs ($2.0M grant) with back-weighted vesting (50% in year 3) indicate proactive retention post-executive office realignment; forfeiture on termination (absent CIC) enhances stickiness .
- Downside protection: No individual severance; double-trigger CIC acceleration with option life intact avoids forced selling; robust clawback and no CIC gross-ups limit shareholder-unfriendly outcomes .