David W. MacLennan
CATERPILLARAbout David W. MacLennan
Independent director since 2021; age 65. Former Chair and CEO of Cargill, with prior CFO and COO roles, bringing deep financial, global supply chain, and risk oversight expertise. Currently serves on Caterpillar’s Audit Committee, chairs the Sustainability and other Public Policy Committee (SPPC), is a member of the Executive Committee, and is expected to become Audit Committee Chair following the June 11, 2025 board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Inc. | Executive Chair | 2023 | Led post-CEO transition; continued strategic oversight |
| Cargill, Inc. | Chair | 2015–2022 | Directed ESG initiatives (renewable diesel, shipping decarbonization, regenerative agriculture) |
| Cargill, Inc. | Chief Executive Officer | 2013–2022 | Drove M&A, technology/digital solutions, alternative proteins; global government/NGO engagement |
| Cargill, Inc. | Chief Operating Officer | 2011–2013 | Enterprise operations and risk management |
| Cargill, Inc. | Chief Financial Officer | 2008–2011 | Full financial stewardship: financing, controls, reporting, capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | Director; Lead Independent Director; Governance Chair; Comp & Human Capital Mgmt Committee member | Since 2016 | Governance leadership; compensation oversight; independent board leadership |
Board Governance
- Independence: Board-determined independent; only the Executive Chairman (Umpleby) and CEO (Creed) are non-independent among nominees .
- Committee assignments: Audit Committee (member; expected Chair post–June 11, 2025), SPPC (Chair), Executive Committee (member) .
- Attendance and engagement: Board-level attendance in 2024 was 99%; all then-serving directors attended the 2024 Annual Meeting; independent directors hold executive sessions at each regular meeting led by the Presiding Director .
- Investor outreach context: Governance team met with holders representing ~45% of shares outstanding in 2024; SPPC provides annual oversight of political spending and lobbying .
Committee Oversight Scope (relevant to MacLennan)
- Audit: Financial reporting, internal controls, internal audit, cybersecurity, compliance, hedging/derivatives, auditor oversight .
- SPPC (Chair): Sustainability/climate, health and safety, human rights, public policy, political/lobbying oversight, Caterpillar Foundation contributions, stakeholder relations .
- Executive: Acts with board authority between meetings; dividends, buybacks, >$1B long-term debt; chair/CEO succession processes .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | Standard non-employee director retainer |
| Committee Chair Stipend (SPPC) | $25,000 | Chair stipend for SPPC |
| Fees Earned or Paid in Cash (2024) | $175,000 | Retainer + chair stipend |
| Restricted Stock Units (RSUs) – grant-date fair value (2024) | $169,953 | 1-year vesting RSUs for directors |
| All Other Compensation (2024) | $0 | No charitable/PAC match amounts for MacLennan |
| Total (2024) | $344,953 | Sum of cash + RSUs |
Additional structure:
- Directors receive annual RSUs with one-year vesting; standard chair fees apply per committee (Audit $35k; CHRC $25k; NGC $25k; SPPC $25k; Presiding Director $50k) .
Performance Compensation
- No performance-conditioned equity is disclosed for non-employee directors; RSU grants vest based on time (one year), not performance metrics .
Other Directorships & Interlocks
| Company | Sector tie to CAT | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Ecolab Inc. | Industrial services/chemicals | None disclosed | Serves as Lead Independent Director and Governance Chair; no related-party transactions with CAT disclosed . |
- Corporate guidelines cap service at no more than four additional public company boards; board notes none of nominees serve on more than two; MacLennan serves on one (Ecolab) .
Expertise & Qualifications
- Audit Committee Financial Expert; Finance & Accounting from CFO experience .
- CEO/Leadership; Business Development & Strategy; Global Experience; Manufacturing/Logistics; Risk Management; Government/Regulatory Affairs; Technology exposure from digital and supply chain transformation initiatives at Cargill .
Equity Ownership
| Measure | Detail |
|---|---|
| Ownership guideline | 5× annual cash retainer; five-year accumulation; unvested RSUs excluded; all directors met or are within period |
| As of Dec 31, 2024 – RSUs and Phantom Shares | 1,742 units (521 RSUs; 1,221 Phantom Shares) |
| Deferred compensation elections | Deferred 50% of 2024 cash retainer into Directors’ Deferred Compensation Plan; 75% invested into Phantom Shares; deferred 50% of June 12, 2024 equity award into the plan |
| Hedging/pledging | Prohibited by insider trading policy and governance framework |
Governance Assessment
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Strengths:
- Deep financial and operational credentials; Audit Committee Financial Expert; slated to chair Audit—enhances financial reporting and cyber/compliance oversight .
- Active leadership of SPPC aligns board oversight with material sustainability, safety, human rights, and political engagement risks; provides direct oversight of lobbying/political spend transparency .
- Clear independence; strong board attendance culture; structured executive sessions; robust investor outreach .
- Director equity and ownership guidelines provide alignment; personal deferrals into phantom shares increase long-term exposure .
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Potential conflicts/related-party exposure:
- No related-party transactions disclosed involving MacLennan; SPPC reviews such matters; overall related-party policy administered via NGC .
- External board at Ecolab presents normal multi-board commitments but within corporate policy; no disclosed supplier/customer interlocks with CAT .
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Signals for investors:
- Transition to MacLennan as Audit Chair is a positive signal for control environment continuity after Audit Chair Dickinson’s departure .
- Board’s high say-on-pay support (93% in 2024) and ESG integration into incentives indicate constructive investor alignment and governance responsiveness, even though this is focused on executives rather than directors .
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RED FLAGS:
- None disclosed for MacLennan regarding attendance, pledging/hedging, related-party transactions, or compensation anomalies .