Judith F. Marks
CATERPILLARAbout Judith F. Marks
Independent director of Caterpillar Inc. since 2023; age 61. Serves on the Audit Committee and the Compensation and Human Resources Committee, bringing CEO, audit committee financial expert, technology, manufacturing/logistics, and global operations credentials from Otis Worldwide, Siemens, Dresser-Rand, and Lockheed Martin . Currently Chair, CEO and President of Otis Worldwide Corporation and previously served as a director of Hubbell Incorporated, with additional board-level roles at Business Roundtable and AdvanceCT . Board independence was affirmed for all nominees except the two management directors (Umpleby and Creed) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide Corporation | Chair of the Board; CEO; President | Chair (2022–present); CEO (2019–present); President (2017–present) | Led Otis spin-off, embedded sustainability into strategy, drove services-led model and modernization; sponsored STEM program; governance under “The Absolutes” (Safety, Ethics, Quality) |
| Dresser-Rand Group, Inc. | CEO; EVP New Equipment Solutions; EVP Global Solutions | 2015–2017 | Executive leadership in equipment solutions and global operations |
| Siemens USA / Siemens Government Technologies, Inc. | CEO (Siemens USA); President & CEO (Siemens Government Technologies) | 2011–2017 | Led $24B U.S. operations across electrification, automation, digitalization; chaired Siemens Foundation focused on workforce development and clean economy |
| Lockheed Martin Corporation | Multiple senior roles (e.g., President Transportation & Security Solutions; VP Strategy & Business Development) | 2001–2011 | Led technology/security businesses; strategy and business development in electronic systems |
External Roles
| Organization | Role | Status/Committee |
|---|---|---|
| Otis Worldwide Corporation | Chair, CEO & President | Current; Chair of the Board |
| Business Roundtable | Director | Current |
| AdvanceCT | Director | Current |
| Hubbell Incorporated | Director | Prior role |
| Siemens Government Technologies, Inc. | Director | Prior role |
Board Governance
- Committee assignments: Audit Committee member (10 meetings in 2024) and Compensation & Human Resources Committee member (5 meetings in 2024) .
- Independence: Board determined Marks is independent; only Umpleby and Creed are non-independent employees .
- Attendance: Overall board attendance was 99% in 2024; independent directors met in executive session at each regular meeting, led by the presiding director .
- Director stock ownership guidelines: Minimum of 5× annual cash retainer; 5-year accumulation period; phantom shares count, unvested RSUs do not; all directors have met or are within accumulation period .
- Insider trading and alignment policies: Anti-hedging and anti-pledging policies; company has a clawback policy framework .
Fixed Compensation
| Component (Directors) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $150,000 |
| Annual RSU Grant (1-year vest) | $170,000 |
| Committee Chair Stipends | Audit Chair $35,000; CHRC Chair $25,000; NGC Chair $25,000; SPPC Chair $25,000; Presiding Director/Executive Committee Chair $50,000 |
| Judith F. Marks – 2024 Director Compensation | USD |
|---|---|
| Fees Earned or Paid in Cash | $150,000 |
| RSUs (Grant-date fair value) | $169,953 |
| All Other Compensation | $0 |
| Total | $319,953 |
| Deferrals | Elected to defer 100% of 2024 cash retainer into the Interest Fund; elected to defer 100% of the equity award granted on June 12, 2024 into the Directors’ Deferred Compensation Plan |
Performance Compensation
- As a CHRC member, Marks oversees NEO incentive design and outcomes; key 2024 program features below .
| Annual Incentive (AIP) Metrics | Definition | Rationale |
|---|---|---|
| Enterprise Operating Profit | Consolidated operating profit (ex restructuring) | Incentivizes overall profitability and financial health |
| OPACC (Enterprise/Segment) | Operating profit after capital charge; capital charge at 13% applied to net assets | Drives efficient asset utilization and value creation |
| Services Revenues | ME&T services revenues (indexed thresholds/results) | Aligns aftermarket/services growth with incentives |
| Strategic Modifiers | Services Growth and ESG Strategy (±10% each; ±20% aggregate) | Reinforces services and sustainability priorities |
| Long-Term Incentive (LTI) – 2024 Design | Structure | Notes |
|---|---|---|
| Mix | 50% PRSUs; 25% time-based RSUs; 25% stock options | |
| PRSU Metrics/Weights | 50% 3-year average ROIC; 50% rTSR vs S&P Capital Goods peer set; leveraged payout 50–200% | |
| Vesting | RSUs/options vest in equal thirds annually; options 10-year term; PRSUs vest at end of 3-year cycle; DEUs accrue and vest with units | |
| Discretion | CHRC may adjust for non-operational/special items to align outcomes with underlying performance |
- Say-on-pay support: 93% approval in 2024 (prior years 93% in 2023; 94% in 2022) indicating investor alignment with pay program .
- Independent compensation consultant (Meridian); no conflicts; methodology includes peer benchmarking and risk assessment .
Other Directorships & Interlocks
| External Entity | Potential Relationship to CAT | Notes |
|---|---|---|
| Otis Worldwide Corporation | Customer/supplier interlock not disclosed | No CAT related-party transactions disclosed involving Marks; Otis operates in elevators/escalators, not an apparent direct CAT counterparty |
| Business Roundtable; AdvanceCT | Policy/network organizations | Governance/strategy perspective; no related-party exposure disclosed |
| Hubbell Incorporated (prior) | Electrical products | Prior board service; no CAT related-party exposure disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert; CEO leadership; business development and strategy; customer/product support; finance & accounting; risk management; technology; global experience; manufacturing/logistics .
- Led major corporate transformations (Otis spin-off), sustainability integration, service modernization, and large-scale U.S. industrial operations at Siemens; active in workforce and clean economy initiatives .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Shares Underlying Options/RSUs Exercisable Within 60 Days | Total | Ownership % of Outstanding |
|---|---|---|---|---|
| Judith F. Marks | 710 | — | 710 | <1% (each person listed <1%) |
- Director equity/deferrals: As of Dec 31, 2024, Marks held 521 RSUs; deferred 100% of her 2024 cash retainer into the Interest Fund and 100% of her 2024 equity award into the Directors’ Deferred Compensation Plan (phantom share totals for Marks not separately listed) .
- Ownership guidelines: Minimum 5× cash retainer; phantom shares count toward guideline; unvested RSUs do not; all directors have met or are within accumulation period .
- Hedging/pledging: Prohibited under insider trading policy; no pledging by the group reported .
Governance Assessment
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Strengths
- Independent director with deep CEO and audit expertise; sits on Audit and CHRC, the two most consequential oversight committees .
- High board attendance culture (99%) and robust executive sessions led by an empowered presiding director; strong governance framework (majority voting, proxy access, anti-hedging/pledging, clawback) .
- Clear ownership alignment: director stock ownership guidelines (5× retainer) with deferral elections; no hedging/pledging; Marks’ beneficial ownership disclosed; group shows no pledging .
- CHRC practices: independent consultant without conflicts, rigorous metrics (OPACC, services, ROIC, rTSR), and strong say-on-pay support (93%)—supports investor confidence in pay-for-performance oversight .
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Watchpoints
- Time commitments: Concurrent Chair/CEO/President role at Otis implies substantial external workload—monitor ongoing board attendance and engagement (CAT culture shows 99% attendance; Marks is on two committees) .
- Interlocks/conflicts: No related-party transactions disclosed regarding Marks; continue monitoring for any Otis–CAT dealings or emerging related-party exposures; NGC reviews related person transactions annually .
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Overall: Marks’ committee placements (Audit and CHRC), independence, and operational/technology background bolster board effectiveness in financial oversight and incentive design. Absence of related-party issues and strong governance signals (attendance, policies, say-on-pay) support investor confidence .