Alan C. Heuberger - Director | DEERE & (DE) Executive Profile & Compensation

About Alan C. Heuberger

Independent director of Deere & Company since 2016; age 51. Senior Investment Manager at Cascade Asset Management Company (formerly BMGI) since 2021, with over 25 years in investment management and noted financial and governance expertise; designated an audit committee financial expert under SEC rules. Board has affirmatively determined he is independent; he is not a chair of any committee.

Past Roles

Organization	Role	Tenure	Committees/Impact
Cascade Asset Management Company	Senior Investment Manager	2021–present	Oversight experience from board/advisor roles in various asset management entities and privately-held corporations
BMGI (private investment management)	Senior Manager	2004–2021	—
BMGI (private investment management)	Investment Analyst	1996–2004	—

External Roles

Organization	Role	Tenure	Committees/Impact
Other public company boards	None	—	0 current public boards
Various asset management entities and privately-held corporations	Director/Advisor (unspecified entities)	Not disclosed	Governance and oversight roles

Board Governance

Committee assignments: Audit Review Committee (member), Finance Committee (member). Not a committee chair. The Audit Review Committee met 8 times in 2024; Finance Committee met 4 times. He is designated an audit committee financial expert (SEC).
Independence and leadership: Independent director; Board determined all directors other than the CEO are independent. Lead Director presides over regular executive sessions of independent directors at each regular Board meeting.
Engagement and attendance: Board met 5 times in fiscal 2024; overall Board and committee attendance was 96%, and all incumbent directors attended at least 75% of meetings. All directors then in office attended the February 2024 Annual Meeting of Shareholders.
Term: Nominated for term expiring at the 2026 Annual Meeting.

Fixed Compensation

Component	Fiscal 2024 Amount	Notes
Annual cash retainer	$140,000	No meeting fees; no committee member retainers; chairs and Lead Director receive additional fees (Heuberger is not a chair).
Director equity award (grant-date fair value)	$164,984	RSUs granted March 6, 2024; grant price $366.63 per RSU.
Total fiscal 2024 compensation	$304,984	Fees earned plus RSU grant-date value.

Nonemployee Director Pay Structure	Oct 2022 Effective	Oct 2024 Effective
Retainer ($)	$140,000	$140,000
Equity award ($)	$165,000	$180,000
Lead Director fee ($)	$40,000	$40,000
Audit Review Chair fee ($)	$25,000	$25,000
Compensation Chair fee ($)	$25,000	$25,000
Corporate Governance Chair fee ($)	$20,000	$20,000
Finance Chair fee ($)	$15,000	$15,000

Performance Compensation

Annual director equity grant is RSUs (time-based), vesting one year after grant but required to be held until retirement, total disability, death, or change-in-control with qualifying termination; directors may receive dividend equivalents on RSUs. No performance metrics (no PSUs/options for directors).

Equity Award Terms	Vesting	Holding Requirement	Performance Metrics
RSUs (Directors)	One year post grant	Must be held until retirement or other trigger	None (time-based)

Other Directorships & Interlocks

Entity	Relationship	Potential Interlock/Conflict	Board View
Cascade Asset Management Company	Employer of Heuberger	Major shareholder Cascade Investment L.L.C. beneficially owns 8.70% of Deere; perceived alignment merits monitoring	Board reviewed director affiliations and affirmed independence for all non-CEO directors in Dec 2024.

Other public company boards: none (reduces overboarding risk).

Expertise & Qualifications

Financial and governance expertise; audit committee financial expert under SEC rules; experience across strategy and oversight from board/advisor roles; deep familiarity with agriculture from investment analysis.
Skills matrix recognition: executive experience, agriculture, corporate governance, risk management; finance expertise designation.

Equity Ownership

Ownership Item	Amount	As-of Date	Notes
Directly owned common shares	100	Dec 30, 2024	Sole voting/investment power unless noted.
RSUs (total)	6,204	Oct 27, 2024	Director RSU holdings reported.
Beneficial total (shares + RSUs available within 60 days)	6,304	Dec 30, 2024	Less than 1% of outstanding shares.
Vested restricted shares/RSUs	5,754	Dec 30, 2024	Fully vested as of reference date.
Unvested restricted shares/RSUs vesting ≤60 days	450	Dec 30, 2024	Scheduled vest near-term.
Deferred units (cash-settled)	Not listed	Dec 30, 2024	Deferred unit table does not include Heuberger.
Stock ownership guideline	5x annual cash retainer	Policy	Compliance achieved or within five-year period for all nonemployee directors.
Hedging/Pledging	Prohibited for directors and executives	Policy	Global Insider Trading Policy prohibits hedging/pledging.

Governance Assessment

Strengths: Independent status affirmed; audit committee financial expert; active roles on Audit Review and Finance committees with significant 2024 meeting cadence; strong board processes (executive sessions, Lead Director oversight) and high attendance; robust stock ownership requirement (5x retainer) and anti-hedging/pledging policy enhance alignment.
Alignment: Director pay mix emphasizes RSUs with mandatory holding until retirement; 2024 total director compensation of $304,984 indicates balanced cash/equity with no meeting fees; RSU grant-date value and grant specifics disclosed.
Potential conflicts: Employment at Cascade Asset Management Company and Cascade Investment’s 8.70% beneficial ownership in Deere pose a perceived interlock; mitigated by formal independence review and Related Person Transactions policy/procedures; no related-party transactions disclosed involving Heuberger.
Board effectiveness signals: No overboarding (0 public boards); consistent board refreshment; clear committee charters and risk oversight delineation; shareholder say-on-pay support (92.4% in 2024) reflects governance stability.