Rayford Wilkins, Jr.
CATERPILLARAbout Rayford Wilkins, Jr.
Independent director at Caterpillar Inc. since 2017; age 73. Former CEO of Diversified Businesses at AT&T Inc. with deep leadership, finance, risk management, and technology oversight credentials. Chairs Caterpillar’s Compensation and Human Resources Committee (CHRC), serves on the Nominating & Governance Committee (NGC) and the Executive Committee; independence affirmed by the Board . Board attendance and engagement are strong; all directors recorded 99% attendance in 2024, and Wilkins transitioned from Audit to NGC mid‑year and attended all NGC meetings thereafter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | CEO, Diversified Businesses; prior roles include Group President Marketing & Sales; President & CEO of SBC & Pacific Bell; President & CEO Southwestern Bell Telephone | 1974–2012; CEO Diversified Businesses 2007–2012 | Led international investments; AT&T Interactive/Advertising Solutions; customer info services and India consumer wireless initiative |
External Roles
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| Morgan Stanley | Director | Chair, Governance and Sustainability Committee; served on Institute for Inclusion Advisory Board | Governance and DEI oversight experience |
| Valero Energy Corporation | Director | Chair, Human Resources & Compensation Committee; Chair, newly established Sustainability & Public Policy Committee | Led linking pay with HSE/ESG performance |
Board Governance
- Committee assignments: Chair, CHRC; Member, NGC; Member, Executive Committee .
- Independence: Board determined independence for all nominees except current employees (Umpleby, Creed) .
- Attendance and engagement: Board attendance 99% in 2024; Wilkins moved from Audit to NGC after June 12, 2024 and attended all subsequent NGC meetings. Independent directors held executive sessions each regular meeting, presided by the Presiding Director .
- Election support: In 2025, Wilkins received 312,193,808 votes “For,” 7,701,856 “Against,” 1,221,106 “Abstain,” with 74,527,213 broker non‑votes .
- Board policies: Majority voting, annual elections, mandatory retirement age 74, anti‑hedging/pledging, clawback, proxy access; independent Presiding Director .
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Detail/Notes |
|---|---|---|
| Annual Cash Retainer | $150,000 | Standard director cash retainer |
| Committee Chair Stipend (CHRC) | $25,000 | Chair stipends: Audit $35k; CHRC/NGC/SPPC $25k; Presiding Director $50k |
| Annual RSU Grant (1‑yr vest) | $170,000 | Standard RSU value |
| 2024 Actual (Wilkins): Fees Earned | $175,000 | Includes retainer + CHRC chair stipend |
| 2024 Actual (Wilkins): RSUs (grant‑date fair value) | $169,953 | RSU grant value |
| 2024 All Other Compensation (Wilkins) | $5,000 | PACMATCH charitable matching |
| 2024 Total (Wilkins) | $349,953 | Sum of components |
- Director stock ownership guidelines: Minimum 5x annual cash retainer; 5‑year accumulation period; restrictions on disposing shares until compliance; unvested RSUs excluded from calculation. All directors have met the target or are within the 5‑year period .
- Anti‑hedging/pledging and insider trading policy in place .
Performance Compensation
- Not applicable to directors: Annual director equity grants are time‑based RSUs with one‑year vesting; no disclosed performance metrics or options for non‑employee directors .
Other Directorships & Interlocks
| Company | Sector Exposure vs. CAT | Interlock/Conflict Notes |
|---|---|---|
| Morgan Stanley | Financial services | NGC annually reviews related person transactions and director relationships; Wilkins deemed independent; no related party transactions disclosed for Wilkins |
| Valero Energy | Energy downstream | Potential end‑market proximity; independence affirmed; no related party transactions disclosed for Wilkins |
Expertise & Qualifications
- Audit Committee Financial Expert; Leadership; Business Development & Strategy; Government/Regulatory Affairs; Customer & Product Support; Finance & Accounting; Risk Management; Technology; Global Experience. Evidence includes AT&T leadership and chair roles at Morgan Stanley and Valero committees linking pay to HSE/ESG .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned (Jan 1, 2025) | 7,059 | Less than 1% of class; none pledged |
| RSUs Held (Dec 31, 2024) | 521 | Unvested RSUs; phantom shares not listed for Wilkins |
| Options/RSUs exercisable within 60 days | — | Not reported for Wilkins |
| Ownership Guideline Compliance | Met or within 5‑year period | Per board disclosure; guideline equals 5x cash retainer |
| Anti‑hedging/pledging | Prohibited | Company policy |
Insider Trades
| Date | Issuer | Transaction Type | Shares/Units | Post‑Txn Holding | Source |
|---|---|---|---|---|---|
| 2025‑06‑11 (filed 2025‑06‑13) | Caterpillar (CAT) | Form 4 filed; non‑derivative securities table present | Not disclosed in excerpt | — | |
| 2025‑05‑15 | Valero (VLO) | Director option award/exercise; multiple filings | 2,041 (award); other grants of 1,909 in 2025; direct holding noted | 42,002 direct (as of filing) |
Governance Assessment
- Strengths: CHRC chair role provides direct oversight of executive pay design, metrics (OPACC, services revenue, ESG modifiers), and clawback policy; Wilkins signed the CHRC report, evidencing active engagement . Election support was high in 2025 (312.2M “For”), signaling investor confidence .
- Alignment: Director ownership guideline (5x retainer) and anti‑hedging/pledging support long‑term alignment; board framework includes majority voting, independent presiding director, and annual board/individual director evaluations .
- Potential risks/red flags: Mandatory retirement age of 74 implies near‑term succession/refresh for Wilkins (age 73) . Multi‑board service exists but within Caterpillar’s guideline (≤4 other boards) and independence affirmations; no related‑party transactions disclosed for Wilkins .
- Shareholder sentiment: 2024 Say‑on‑Pay support at 93% reflects broad approval of pay practices overseen by CHRC .
Board Governance Details (Committee Scopes)
- CHRC (Chair: Wilkins): CEO pay recommendations; executive pay program design; equity/benefit plans; risk assessment; director compensation recommendations; talent/succession/DEI oversight; CD&A approval .
- NGC (Member: Wilkins): Board/committee composition, skills, independence; related person transactions; governance guidelines; officer nominations .
- Executive Committee (Member: Wilkins): Acts on board authority between meetings; dividends, buybacks, >$1B debt authorizations; chair/CEO succession processes .
Director Compensation Structure (Context)
| Element | Policy |
|---|---|
| Cash retainer and chair stipends | Retainer $150k; chair stipends: Presiding Director $50k; Audit $35k; CHRC/NGC/SPPC $25k |
| Equity | Annual RSUs $170k, 1‑year vest; deferral to Directors’ Deferred Compensation Plan available |
| Ownership guideline | ≥5x cash retainer; 5‑year compliance period; disposal restricted until met |
| Charitable program | Charitable Award Program (legacy pre‑2008 directors); PACMATCH matching available (e.g., $5k for Wilkins) |
No director meeting fees disclosed; compensation comprised of cash retainer/committee stipends and annual RSU grants .
Related Party Transactions
- NGC pre‑approves >$120k related party transactions; 2024 proxy discloses certain relationships for executives; no related party transactions disclosed for Wilkins .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 93% .
- Governance outreach: engagements with holders of ~45% of shares in 2024; board responded with enhancements to skills matrix, biographies (including ESG), committee structure, and leadership disclosures .