Nazzic S. Keene
CATERPILLARAbout Nazzic S. Keene
Independent director of Caterpillar Inc. since 2024; appointed to the board effective November 1, 2024. Former CEO of Science Applications International Corporation (SAIC) with 30+ years in information systems and technology services; age 64. Serves on the Compensation & Human Resources Committee and the Nominating & Governance Committee; recruited via a professional search firm. Current public company directorships: ITT Inc. and Automatic Data Processing, Inc. (ADP). Independence affirmed by Caterpillar and attended all board and committee meetings held after her appointment in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Science Applications International Corporation (SAIC) | Chief Executive Officer | 2019–2023 | Oversaw daily operations and long-term strategy for profitable growth across large-scale IT modernization, security logistics, simulation and data analytics for government customers. |
| Science Applications International Corporation (SAIC) | Chief Operating Officer | 2017–2019 | Enterprise operating leadership and execution across multi‑billion‑dollar technology programs. |
| Science Applications International Corporation (SAIC) | President, Global Markets & Missions | 2013–2017 | Led go‑to‑market and mission portfolios; joined SAIC in 2012. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | Director | Current | Chair, Nominating & Governance Committee; Member, Audit Committee. |
| ITT Inc. | Director | Current | Member, Nominating & Governance Committee. |
| Science Applications International Corporation | Director | Within last five years | Public company directorship within last five years. |
Board Governance
- Committee assignments: Member, Compensation & Human Resources Committee (5 meetings in 2024) and Nominating & Governance Committee (6 meetings in 2024).
- Independence: Identified as an independent director; board determined all nominees other than Mr. Umpleby and Mr. Creed are independent.
- Attendance: Attended all board and committee meetings held after her November 1, 2024 appointment; overall board attendance in 2024 was 99%.
- Recruitment: Brought to the board’s attention through a professional search firm, indicating a structured, independent candidate process.
- Engagement signals: As a CHRC member, she is a signatory to the Compensation & Human Resources Committee Report, reflecting active oversight of executive pay.
Fixed Compensation
| Component (Non‑Employee Directors) | Amount (USD) | Design/Notes |
|---|---|---|
| Cash Retainer | $150,000 | Standard annual retainer. |
| RSUs (1‑year vest) | $170,000 | Time‑based; not performance‑conditioned. |
| Presiding Director (Exec. Committee Chair) Stipend | $50,000 | Additional annual stipend. |
| Committee Chair Stipends (Audit/CHRC/NGC/SPPC) | $35,000 / $25,000 / $25,000 / $25,000 | Annual stipends by chair role. |
| Keene – Director Compensation (FY2024) | USD |
|---|---|
| Fees Earned or Paid in Cash (pro‑rated from Nov 1, 2024) | $25,000 |
| RSUs | $0 (no 2024 grant shown) |
| All Other Compensation | $0 |
| Total | $25,000 |
- Director stock ownership guideline: Minimum ownership equal to 5× annual cash retainer; five‑year accumulation period; as of the proxy date, all directors met the target or were within the accumulation period.
Performance Compensation
- Directors do not receive performance‑conditioned equity; annual equity is time‑vested RSUs with 1‑year vesting. No performance metrics (e.g., TSR, ROIC) apply to director equity.
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| ADP | Service as Chair of Nominating & Governance and Audit Committee member; no Caterpillar‑disclosed related‑party transaction associated with this role. |
| ITT Inc. | Service on Nominating & Governance; no Caterpillar‑disclosed related‑party transaction associated with this role. |
- Related‑party review: Caterpillar’s related‑person transaction disclosure lists items involving relatives of other executives; no transactions involving Ms. Keene are disclosed.
Expertise & Qualifications
- CEO and Leadership: Former CEO and COO of SAIC; extensive leadership in complex, regulated markets.
- Technology: 25 years of executive management in information systems and technology services; insights into digital, cybersecurity, and large‑scale IT programs.
- Government/Regulatory Affairs: Deep experience serving government customers, aligning with Caterpillar’s public policy oversight needs.
- Risk Management & Global Experience: Oversight of enterprise operations and risk in multi‑billion‑dollar, global programs.
- Board Experience: Current service at ADP and ITT with leadership on key committees.
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned (as of Jan 1, 2025) | 30 shares. |
| Shares underlying options/RSUs exercisable within 60 days | Not listed for Ms. Keene. |
| Pledged shares | Footnote indicates none of the shares held by the director and executive officer group were pledged. |
| Anti‑hedging/pledging policy | Company policy prohibits hedging and pledging by directors, officers, and employees. |
| Director ownership guideline | 5× annual cash retainer; five‑year period to comply; all directors met or are within accumulation period. |
Governance Assessment
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Strengths
- Independent director with strong technology, government/regulatory, and risk management credentials aligned to Caterpillar’s strategic and oversight needs.
- Active governance roles on CHRC and NGC; signed CHRC report, supporting accountability for executive pay and governance quality.
- Immediate full attendance post‑appointment and structured, independent recruitment via a search firm bolster investor confidence.
- Conservative director pay design (cash + time‑vested RSUs) and robust ownership/anti‑hedging policies align directors with shareholders.
-
Watch items
- New to the board (Director since 2024; appointed Nov 1, 2024), so board‑specific track record at Caterpillar is still developing.
- Serves on two other public company boards; within Caterpillar’s guideline (no more than four additional boards), but time‑commitment will remain an area to monitor given CHRC/NGC workload.
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Red flags
- None disclosed: no related‑party transactions involving Ms. Keene; independence affirmed; full attendance since appointment; director compensation within standard framework.
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Broader signals
- Say‑on‑pay support of 93% in 2024 indicates constructive shareholder alignment on compensation; CHRC (of which she is a member) oversees pay with independent consultant support and clawback policy coverage for officers.