Gerald Johnson
CATERPILLARAbout Gerald Johnson
Gerald Johnson, age 62, is an independent director of Caterpillar Inc. (CAT) since 2021. He is the retired Executive Vice President, Global Manufacturing and Sustainability of General Motors Company (2019–2024) and is designated as an Audit Committee Financial Expert based on his 40+ year operations leadership at GM overseeing quality and safety across 129 facilities and 103,000 employees globally .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | Executive Vice President, Global Manufacturing and Sustainability | 2019–2024 | Led global manufacturing and sustainability; advanced human rights governance and ethical sourcing; collaborated with NGOs; supported GM Human Rights Report and Responsible Material Policy |
| General Motors Company | Vice President, North America Manufacturing & Labor Relations | 2017–2019 | Led manufacturing engineering and labor relations organizations |
| General Motors Company | Vice President, Global Operational Excellence | 2014–2017 | Drove operational excellence programs across global footprint |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GM Inclusion Advisory Board | Founding Member | Not stated | Fostered inclusive culture initiatives |
| GM PAC Board & Steering Committee | Member | Since 2020 | Political engagement oversight |
Board Governance
- Committee assignments: Member, Compensation and Human Resources Committee (CHRC); Member, Sustainability and other Public Policy Committee (SPPC) .
- Chair roles: None; SPPC chaired by David W. MacLennan; CHRC chaired by Rayford Wilkins, Jr. .
- Committee activity: CHRC met 5 times in 2024; SPPC met 5 times in 2024 .
- Independence: Board determined all nominees are independent except two current employees (Umpleby and Creed); Johnson is independent .
- Attendance and engagement: Board-level attendance in 2024 was 99%; all nine then‑serving directors attended the 2024 Annual Meeting; independent directors met in executive session as part of each regularly scheduled board meeting .
- Board leadership: Independent Presiding Director role held by Debra L. Reed‑Klages; duties include agenda setting, liaison with management, calling meetings, and shareholder engagement availability .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard non‑employee director retainer |
| Committee/Chair fees | $0 | No chair stipends; chair stipend schedule: Audit $35k; CHRC $25k; NGC $25k; SPPC $25k; Presiding Director $50k |
| All Other Compensation | $0 | No charitable/political match amounts for Johnson in 2024 |
| Total 2024 director compensation | $319,953 | Sum of cash and equity |
Deferral elections and ownership alignment:
- Johnson elected to defer 100% of his 2024 cash retainer into the Interest Fund in the Directors’ Deferred Compensation Plan and deferred 100% of his June 12, 2024 equity award into the plan .
- Director stock ownership guideline: 5× cash retainer; all directors have met or are within the five‑year accumulation period; disposal restrictions apply until target is met .
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant‑date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Annual RSU | June 12, 2024 | 521 RSUs | $169,953 | One‑year vest (standard program) | None; director RSUs are time‑based |
Note: CAT does not use performance‑based equity for directors; RSUs vest time‑based over one year .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Other director roles (last five years) | None |
| Potential interlocks | None disclosed; Related‑party transactions policy overseen by NGC; no Johnson‑related transactions reported |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive leadership in manufacturing, logistics, technology, global operations, strategy, risk management, and customer/product support .
- Oversaw sustainability governance and human rights due diligence at GM; collaborated with NGOs; advanced responsible materials sourcing .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 2,532 shares | As of January 1, 2025 |
| Right to acquire within 60 days | 716 shares | Under Directors’ Deferred Compensation Plan |
| RSUs held (incl. accrued DEUs) | 521 RSUs | As of December 31, 2024 |
| Phantom shares | 716 phantom shares | Directors’ Deferred Compensation Plan |
| Ownership as % outstanding | <1% | Each person listed holds <1% |
| Pledged shares | None | “None of the shares held by the group has been pledged.” |
| Hedging/Pledging policy | Prohibited | Anti‑hedging and anti‑pledging policies in place |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company states all executive officers and directors complied with filing requirements during current and prior fiscal years |
| Form 4 transactions | Not detailed in proxy; no Johnson‑specific Form 4 data provided in DEF 14A |
Governance Assessment
- Board effectiveness: Johnson’s CHRC role positions him to influence executive pay design, ownership requirements, and ESG modifiers; SPPC role adds oversight of sustainability strategy, political engagement, and health/safety—material to investor confidence in CAT’s long‑term risk management .
- Independence and attendance: Independent status affirmed; board‑level attendance strong at 99%, with routine executive sessions under an empowered Presiding Director—supports robust oversight culture .
- Alignment and incentives: Cash/equity mix with RSUs and meaningful deferrals into the Directors’ Deferred Compensation Plan, plus 5× retainer stock ownership guideline and anti‑hedging/pledging policy, signal solid alignment and risk discipline; no pledging reported .
- Conflicts/related parties: No related‑party transactions reported for Johnson; NGC pre‑approves any transaction >$120k with potential director interest—risk mitigated; examples disclosed pertain to other executives, not directors .
- RED FLAGS: None identified for Johnson—no external public boards, no pledging/hedging, no related‑party exposure, and strong governance processes (board/committee evaluations, clawbacks for officers, political engagement oversight) .