James C. Fish, Jr.
CATERPILLARAbout James C. Fish, Jr.
James C. Fish, Jr. is President and CEO of Waste Management, Inc. and serves as an independent director on Caterpillar’s board. He is 62 and has been a Caterpillar director since 2023; the board designates him an Audit Committee Financial Expert given his prior CFO experience at Waste Management . He currently sits on Caterpillar’s Audit and Sustainability & other Public Policy Committees and is expected to become chair of the Sustainability & other Public Policy Committee and join the Executive Committee following the June 11, 2025 board meeting . His independence status was affirmed under Caterpillar’s governance standards for 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Management, Inc. | President & CEO | 2016–present | Led sustainability strategy: carbon reduction, technology, recycling/renewables; oversees government affairs in a highly regulated business . |
| Waste Management, Inc. | CFO; EVP; SVP – Eastern Group; VP – PA/WV; VP – Pricing; Director – Financial Planning | 2001–2016 | Built finance/accounting expertise; basis for Audit Committee Financial Expert designation . |
| Westex | VP – Finance | 1999–2001 | Finance leadership . |
| Trans World Airlines, Inc. | VP – Revenue Management | 1995–1999 | Pricing and yield expertise . |
| America West Airlines, Inc. | Director – Yield Management | 1986–1995 | Yield management leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Management, Inc. | Director | Current | Other current public company directorship; none within last five years beyond WM . |
Board Governance
- Committees: Audit; Sustainability & other Public Policy (member) .
- Chair/Executive roles: Expected chair of Sustainability & other Public Policy and member of Executive Committee effective after the regular board meeting scheduled for June 11, 2025 .
- Independence: Board determined independence for all non-employee directors for 2024, including Fish .
- Attendance: Board reported 99% overall director attendance in 2024; Audit met 10 times; Sustainability & other Public Policy met 5 times .
- Executive sessions: Independent directors generally meet in executive session at each regularly scheduled board meeting; presiding director led sessions in 2024 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 150,000 | Standard for non-employee directors . |
| Committee/Chair Stipends | — | 2024 stipends apply to chairs (e.g., Audit $35k; SPPC $25k); Fish was not a chair in 2024 . |
| All Other Compensation | 5,000 | CATPAC charitable match; program annual limit $5,000 . |
| Total Cash & Other | 155,000 | Sum of retainer and other compensation . |
Performance Compensation
| Component | Grant Date | Grant Value ($) | Form | Vesting | Performance Metrics Tied to Award |
|---|---|---|---|---|---|
| Equity Award | June 12, 2024 (director grant cycle) | 169,953 | RSUs | 1-year vesting standard for director RSUs | None disclosed for director equity; director program is time-based RSUs . |
- Director equity structure: Non-employee director compensation comprises cash retainer plus time-based RSUs with one-year vesting; chair stipends apply for committee chairs .
- Deferred compensation elections: Several directors deferred retainer/equity into the Directors’ Deferred Compensation Plan; Fish’s holdings reflect 521 RSUs and no phantom shares listed as of 12/31/24 .
- Clawbacks/hedging: Company maintains SEC-compliant clawback policy for incentive-based compensation (NEOs) and prohibits hedging or pledging by directors, officers, and employees .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Waste Management, Inc. | Director | Declared as current public company directorship; no other public boards in last five years . |
- Interlocks/conflicts: Related-party transactions policy requires NGC pre-approval for transactions over $120,000 with director-related interests; no related-party items disclosed involving Fish in 2024–2025 proxy disclosures .
- Political engagement oversight: SPPC annually reviews political spending and lobbying; Fish’s expected SPPC chair role heightens oversight of these activities .
Expertise & Qualifications
- Audit Committee Financial Expert based on CFO tenure at Waste Management; strong finance and external reporting background .
- CEO leadership and risk management in regulated services; sustainability strategy execution (carbon reduction, tech/automation, recycling/renewables) .
- Board experience at Waste Management; government affairs leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 3,943 shares | Less than 1% of outstanding; none pledged . |
| Options/SARs/RSUs exercisable within 60 days | — | No options/SARs; RSUs not within 60 days at measurement date . |
| RSUs outstanding (incl. accrued dividend equivalents) | 521 units | As of December 31, 2024 . |
| Ownership guidelines | 5× annual cash retainer (i.e., $750,000) | Directors have 5 years from election to meet target; phantom shares count; unvested RSUs excluded . |
| Compliance status | All directors met target or are within 5-year accumulation period as of proxy date | Fish joined in 2023; within five-year window . |
| Hedging/pledging | Prohibited by policy; none pledged by director group | Insider trading policy filed with 10-K . |
Governance Assessment
- Board effectiveness: Fish’s Audit Committee Financial Expert status strengthens financial oversight; his CEO experience adds operational and regulatory insight relevant to Caterpillar’s end markets .
- Sustainability/public policy: Expected to chair SPPC post–June 2025, signaling board confidence in his oversight of sustainability goals, political/lobbying activities, and stakeholder engagement; this expands his governance footprint beyond finance into ESG/public policy .
- Independence & conflicts: Independence affirmed; no Fish-related party transactions disclosed; pledging/hedging prohibited—reduces alignment risks .
- Attendance & engagement: Board reported 99% attendance; Audit and SPPC had active meeting cadence (10 and 5 respectively), consistent with strong committee engagement; independent directors hold regular executive sessions .
- Director pay alignment: Mix of cash retainer and one-year-vesting RSUs with stock ownership guideline (5× retainer) promotes alignment; no performance metrics attached to director equity avoids pay complexity but limits performance linkage at the director level .
- Shareholder signals: 2025 Say-on-Pay passed (For 301.4M; Against 17.8M; Abstain 1.9M; Broker non-votes 74.5M), supporting overall compensation governance; director election support for Fish was 308.0M For vs. 12.1M Against .
Appendices
Director Compensation Detail (2024)
| Director | Fees Earned or Paid in Cash ($) | RSUs ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| James C. Fish, Jr. | 150,000 | 169,953 | 5,000 | 324,953 |
- Program components: Cash retainer $150,000; RSUs $170,000 grant value standard; chair stipends for committee chairs (Audit $35k; SPPC $25k, etc.) .
- Deferred plan holdings: As of 12/31/24, Fish held 521 RSUs; phantom share totals were listed for certain other directors but not for Fish .
Committee Assignments and 2024 Activity
| Committee | Role | Members (including Fish) | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | Daniel M. Dickinson (Chair), James C. Fish, Jr., David W. MacLennan, Judith F. Marks | 10 |
| Sustainability & other Public Policy | Member (expected Chair post–June 2025) | David W. MacLennan (Chair in 2024), James C. Fish, Jr., Gerald Johnson, Susan C. Schwab | 5 |
| Executive | Expected member post–June 2025 | Executive Committee composition updated after annual meeting | 1 |
Security Ownership (as of January 1, 2025)
| Holder | Common Stock | Options/SARs/RSUs Exercisable within 60 Days | Total |
|---|---|---|---|
| James C. Fish, Jr. | 3,943 | — | 3,943 |
- None of the shares held by the director/executive group were pledged .
- As of 12/31/24, Fish held 521 RSUs (director equity program; time-based) .
Shareholder Votes (June 11, 2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors – James C. Fish, Jr. | 308,046,737 | 12,057,097 | 1,012,936 | 74,527,213 |
| Advisory Vote to Approve Executive Compensation | 301,439,384 | 17,773,391 | 1,903,995 | 74,527,213 |
Policies and Controls Relevant to Governance
- Insider trading and anti-hedging/pledging: Policy prohibits hedging and pledging; directors are subject to the policy (filed as Exhibit 19 to the 2024 Form 10-K) .
- Related-party transactions: NGC pre-approves covered transactions; no Fish-related transactions disclosed; example disclosures concern other individuals .
- Audit Committee report: AC concluded independent auditor’s independence not impaired and recommended inclusion of audited financials in 2024 Form 10-K .
- Director stock ownership guidelines: Minimum 5× cash retainer; 5-year compliance horizon; phantom shares count toward compliance; unvested RSUs excluded .
Red Flags Assessment
- Related-party transactions: None disclosed for Fish; ongoing policy oversight mitigates risk .
- Hedging/pledging: Prohibited; none pledged by director/executive group at measurement date .
- Attendance: Overall board attendance at 99% suggests strong engagement; no director-specific deficits disclosed .
- Compensation anomalies: Director pay follows standard cash + time-based RSU mix; no options or repricing; no tax gross-ups for directors disclosed; “All Other” reflects charitable match .
- Say-on-Pay: Passed with strong support; no acute shareholder dissent signal in 2025 .
Implications: Fish enhances Caterpillar’s board with CFO/audit expertise and CEO-level sustainability/public policy experience, and his anticipated SPPC chair role adds oversight signal for ESG and political engagement practices. Absence of related-party transactions and prohibited hedging/pledging reinforce alignment; director pay structure and ownership guidelines provide baseline alignment, though lack of performance conditions in director equity means alignment relies on ownership rather than pay-for-performance mechanics .