Dmitri L. Stockton
DEERE &About Dmitri L. Stockton
Independent director at Deere & Company since 2015; age 60. Former Chairman, President, and CEO of GE Asset Management; retired Special Advisor to the Chairman and Senior Vice President at General Electric. Core credentials center on finance, governance, and risk oversight; current committee roles include Compensation Committee Chair, Finance Committee member, and Executive Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company | Special Advisor to the Chairman; Senior Vice President | 2016–2017 | Senior advisory and leadership experience across diversified industrial operations . |
| GE Asset Management Inc. | Chairman, President, and CEO; Senior Vice President, GE | 2011–2016 | Led global investments; deep finance and risk oversight experience . |
| GE Capital Global Banking | President and CEO; Senior Vice President, GE | 2008–2011 | Banking leadership; regulatory and risk management exposure . |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| Ryder System, Inc. | R | Director | Current public company board . |
| Target Corporation | TGT | Director | Current public company board . |
| Smurfit WestRock plc | SW | Director | Current public company board . |
| Stanley Black & Decker, Inc. | SWK | Director | Prior public company board . |
Board Governance
- Independence: Listed as Independent; all standing committees (other than Executive) are composed solely of independent directors .
- Committee assignments: Compensation (Chair), Finance (Member), Executive (Member) .
- Committee activity: Compensation Committee held 6 meetings in 2024; Finance Committee held 4; Executive Committee held 0 .
- Attendance/engagement: Board met 5 times in fiscal 2024; overall Board and committee attendance was 96%, with all incumbent directors attending ≥75% of meetings; all directors then in office attended the February 2024 Annual Meeting .
- Overboarding/time commitment policy: Directors may serve on no more than three other public company boards; audit committee service limited to three public companies; advance approval required before accepting new boards .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer | $140,000 | October 2022 | No committee member retainers or meeting fees; chairs and Lead Director receive additional fees . |
| Compensation Committee Chair fee | $25,000 | October 2022 | Applies to chair role; Stockton is Chair . |
| Finance Committee Chair fee | $15,000 | October 2022 | Not applicable (Stockton is a member, not Chair) . |
| Lead Director fee | $40,000 | October 2022 | Not applicable (Lead Director is Sherry M. Smith) . |
Fiscal 2024 director compensation (actual):
| Name | Fees Earned or Paid in Cash | Stock Awards (RSUs grant-date fair value) | Total |
|---|---|---|---|
| Dmitri L. Stockton | $165,000 | $164,984 | $329,984 |
Additional details: RSU grants to nonemployee directors are made seven days after the Annual Meeting; fiscal 2024 grant date was March 6, 2024 and the grant price was $366.63 per RSU; awards vest after one year but must be held until retirement or certain events . The equity award value for nonemployee directors increased from $165,000 to $180,000 for awards granted after the Annual Meeting effective October 2024; cash components unchanged since October 2022 .
Performance Compensation
- Nonemployee director compensation is not performance-based; directors receive cash retainers and annual RSUs with holding requirements until retirement or specified events; no meeting fees; no performance metrics tied to director equity .
Other Directorships & Interlocks
| External Board | Potential Interlock Considerations |
|---|---|
| Ryder (R), Target (TGT), Smurfit WestRock (SW) | Deere’s corporate governance policies require notification and review before accepting new boards to avoid conflicts and ensure sufficient time commitment; directors are limited to three other public company boards (Stockton currently serves on three, consistent with policy) . |
Expertise & Qualifications
- Proven finance and governance leader with >15 years of leadership experience in asset management and banking; experience in risk management, regulatory compliance, and board oversight .
- Board skills matrix indicates experience in executive leadership, international, risk management, corporate governance, and finance .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Total) | 8,415 shares/RSUs; less than 1% of shares outstanding . |
| Owned and Held (a) | — (none reported) . |
| Exercisable Options (b) | — . |
| RSUs vesting within 60 days (c) | Included in total (available within 60 days) . |
| Deferred stock units (cash-settled) | 2,652 units . |
| Vested vs Unvested (as of Dec 30, 2024) | Vested: 7,965; Unvested: 450 . |
| Director stock ownership guideline | 5× annual cash retainer; each nonemployee director has achieved the guideline or is within the five-year compliance period . |
| Hedging/pledging policy | Anti-hedging and anti-pledging policies apply to directors and officers; no margin accounts or pledging allowed . |
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair, Stockton oversees executive pay program design, consultant independence, and CD&A inclusion; committee met 6 times in 2024, evidencing active oversight .
- Alignment: Mandatory RSU holding until retirement and a 5× retainer stock ownership guideline strengthen director-shareholder alignment; anti-hedging/pledging policies mitigate misalignment risk .
- Independence and attendance: Independent status and strong Board-wide attendance (96%) support effective oversight; all incumbents met ≥75% attendance expectations .
- Time-commitment risk: Stockton serves on three other public company boards, which is the maximum permitted under Deere’s revised Corporate Governance Policies; while compliant, it sits at the policy cap and merits monitoring for potential time allocation constraints .
- Compensation structure: For fiscal 2024, his compensation mix was balanced between fixed cash ($165,000) and equity ($164,984), with the equity component increased to $180,000 for future grants, indicating modest emphasis on long-term alignment without performance conditions for directors .
- Related-party transactions controls: Robust Related Person Transactions Approval Policy and categorical independence standards reduce conflict risks; transactions are pre-approved and evaluated for consistency with codes of conduct .
RED FLAGS to monitor: Overboarding pressure at the policy limit (three other boards) . No pledging or hedging permitted under policy; no individual related-party transactions disclosed for Stockton in the proxy excerpts reviewed .