Susan C. Schwab
CATERPILLARAbout Susan C. Schwab
Independent director at Caterpillar Inc. since 2009; age 70. Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor at Mayer Brown LLP; former U.S. Trade Representative (Cabinet-level) and senior U.S. commerce official. Core credentials include global trade, government/regulatory affairs, strategy, and board oversight across large multinationals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Foreign Trade Council | Board Chair | 2022–present | Chair leadership in international trade advocacy |
| University of Maryland School of Public Policy | Professor Emerita (2019–present); Professor; Dean | 1995–2019 (Dean 1995–2003) | Led strategic realignment; founded nonprofit funding students of color for public policy careers |
| Mayer Brown LLP | Strategic Advisor | 2010–present | Global law and policy advisory |
| U.S. Government | U.S. Trade Representative; Deputy USTR | 2005–2009 | Built enforceable environmental/labor provisions in trade agreements; tariff barrier work on clean energy goods |
| University System of Maryland Foundation | President & CEO | 2004–2005 | Institutional leadership |
| U.S. Dept. of Treasury | Consultant | 2003 | Policy advisory |
| Motorola, Inc. | Director of Corporate Business Development | 1993–1995 | Corporate business development |
| U.S. & Foreign Commercial Service | Assistant Secretary of Commerce; Director General | 1989–1993 | Led >200 domestic and 70 international field offices; introduced DEI training curriculum |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | Director | Current | Not specified in CAT proxy |
| Marriott International, Inc. | Director | Current | Not specified in CAT proxy |
| The Boeing Company | Director | Prior (within last 5 years) | Not specified in CAT proxy |
Board Governance
- Independence: Designated independent; board annually affirms independence (only Umpleby and Creed are non-independent) .
- Committee assignments: Member, Sustainability and other Public Policy Committee (SPPC) and Nominating and Governance Committee (NGC). SPPC met 5 times in 2024; NGC met 6 times in 2024 .
- Attendance and engagement: Board recorded 99% attendance in 2024; independent directors hold executive sessions at each regular meeting; all then-serving directors attended the 2024 Annual Meeting .
- Board leadership: Presiding Director role (Reed‑Klages) oversees independent director executive sessions and evaluation processes; executive chairman role supports CEO transition .
- Investor engagement: Governance team met shareholders representing ~45% of outstanding shares in 2024 on governance/ESG/compensation topics .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Sustainability & other Public Policy (SPPC) | Member | 5 |
| Nominating & Governance (NGC) | Member | 6 |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Cash Retainer | $150,000 |
| RSU Grant (one-year vest; grant date June 12, 2024) | $169,953 |
| All Other Compensation (PACMATCH charitable match) | $5,000 |
| Total | $324,953 |
Additional structure: Non-employee directors receive annual RSUs ($170,000 face value), cash retainer ($150,000), and chair stipends where applicable; Schwab did not hold chair roles in 2024. Director stock ownership guideline is 5× cash retainer; all directors have met the target or are within the five-year accumulation period . Schwab elected to defer 100% of her 2024 cash retainer/stipend into phantom shares and 100% of the equity award granted on June 12, 2024 into the Directors’ Deferred Compensation Plan .
Performance Compensation
- Directors do not receive performance-based equity or bonus metrics; annual RSUs vest time-based over one year. No PSUs or performance options are disclosed for directors .
Other Directorships & Interlocks
- Current: FedEx Corporation; Marriott International, Inc. .
- Prior: The Boeing Company (within last five years) .
- Interlocks/conflicts: No related-party transactions disclosed for Schwab; NGC reviews related person transactions >$120,000 annually . No pledging by the director group; company prohibits hedging and pledging .
Expertise & Qualifications
- Global trade and regulatory: Former USTR; Director-General of U.S. & Foreign Commercial Service .
- Strategy and risk: Provides geopolitical and macroeconomic insights supporting CAT’s global business; led curriculum and DEI initiatives at University of Maryland .
- Board experience and technology: Service at FedEx, Marriott, Boeing underscores large-scale governance expertise .
Equity Ownership
| Holding Category | Amount |
|---|---|
| Common Stock (beneficially owned) | 8,194 shares |
| Shares acquirable within 60 days (Directors’ Deferred Compensation Plan) | 4,842 shares |
| RSUs (as of Dec 31, 2024; includes accrued DEUs) | 521 units |
| Phantom Shares (as of Dec 31, 2024) | 24,000 units |
| Total RSUs + Phantom | 24,521 units |
| Ownership as % of shares outstanding | Each listed person <1% |
| Notes: None of the shares held by the director group are pledged; hedging/pledging is prohibited by policy . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 93% support in 2024 per CAT’s CD&A .
- Annual meeting votes:
| Metric | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay For | 321,850,327 | 301,439,384 |
| Say‑on‑Pay Against | 22,746,919 | 17,773,391 |
| Say‑on‑Pay Abstain | 1,930,181 | 1,903,995 |
Board also disclosed robust investor outreach and enhancements to governance disclosures (skills matrix, sustainability reporting, leadership succession) in response to shareholder feedback .
Governance Assessment
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Strengths
- Independent director with deep trade/regulatory and global experience; long-standing service since 2009 supports institutional knowledge .
- Active on SPPC and NGC—committees overseeing sustainability, political engagement, governance, independence determinations, and related-person transaction review .
- Strong alignment: defers 100% of cash retainer and equity grant into phantom shares; meets/within 5× retainer ownership guideline; anti‑hedging/pledging policies; no pledging disclosed .
- Board attendance robust (99%) and executive session practice enhances independent oversight .
-
Potential watch items
- Tenure (since 2009) may raise typical institutional questions on refreshment; CAT emphasizes ongoing refreshment and rotation of chairs and presiding director roles .
- Multiple outside public boards (FedEx, Marriott) remain within CAT’s guideline limits; time commitment monitored by NGC .
-
Conflicts/related‑party
- No Schwab‑specific related‑party transactions disclosed; NGC policy requires pre‑approval of >$120k transactions; recent related‑party disclosures only involve other individuals (e.g., Creed’s relative) .
-
Investor sentiment
- High say‑on‑pay support (2024: 93%; 2025 approved) and extensive shareholder engagement signal positive governance reception .
RED FLAGS: None disclosed for Schwab on attendance, related‑party transactions, hedging/pledging, or committee conflicts .