John C. May
DEERE &About John C. May
John C. May, age 55, is Chairman, Chief Executive Officer, and President of Deere & Company, serving as CEO since November 2019 and Chairman since 2020; he has been a director since 2019 and chairs the Executive Committee . Under May’s leadership, fiscal 2024 net sales and revenues were $51.72 billion (down 16% YoY), net income $7.10 billion (down 30%), diluted EPS $25.62 (down 26%), cash from operations $9.23 billion, with $5.62 billion returned to shareholders and an 8.9% dividend increase; Deere’s five- and ten-year TSR outperformed the S&P 500 and its peer medians . His compensation program is tightly linked to operating metrics—OROA 35.9%, OROS 18.2%, and ROE 9.6% in 2024 drove a 180% STI payout, and PSUs vest on three-year relative revenue growth and relative TSR performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deere & Company | Chairman, CEO, and President | 2020–present | Leads Smart Industrial Operating Model and technology integration; chairs Executive Committee . |
| Deere & Company | CEO and President | Nov 2019–May 2020 | Transitioned to CEO, accelerated precision ag and operating model execution . |
| Deere & Company | President & COO | Apr 2019–Nov 2019 | Drove global operations and performance across segments . |
| Deere & Company | President, Worldwide Agriculture & Turf (Global Harvesting/Turf; Americas & Australia) | 2018–2019 | Managed platforms; advanced precision ag strategy . |
| Deere & Company | President, Agricultural Solutions & CIO | 2012–2018 | Led IT and ag solutions; deepened precision agriculture capabilities . |
| Deere & Company | VP, Ag & Turf Global Platform—Turf & Utility | 2009–2012 | Product platform leadership . |
| Deere & Company | Factory Manager, Dubuque Works | 2007–2009 | Manufacturing excellence and operations leadership . |
| Deere & Company | Director, China Operations | 2004–2007 | Expanded international footprint and supply chain . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ford Motor Company (F) | Director | Not disclosed | Cross-industry insights; Deere policy limits sitting CEOs to one other board, aligning with governance practices . |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $1,495,834 | $1,591,674 | $1,658,671 (eligible earnings $1,658,671; salary raised 4% to $1,664,004 effective Dec 1, 2023) |
| All Other Compensation (Perqs + Contributions) | $719,548 | $602,964 | $981,380 (Aircraft $195,781; Security $23,062; Misc $5,554; Defined contribution $756,983) |
| Pension—Change in Value | — | $436,715 | $1,698,832 |
| Deferred Compensation—DCRP (Exec/Registrant/Balance) | — | — | Exec $434,390; Registrant $723,983; Balance $8,182,842 |
| Director Pay Policy | Employee directors receive no extra board compensation | — | — |
Notes:
- CEO base salary increased 4% in FY 2024 to $1,664,004; table shows actual eligible earnings during fiscal period .
- Defined contribution plan match structure: 300% on first 2% and 100% on next 4% of eligible earnings for 2024 .
- Perquisites are limited; CEO must use company aircraft for business and personal travel for safety/efficiency; ~50 hours personal use in FY 2024 .
Performance Compensation
| Metric | Target Design | FY 2024 Actual | Payout/Impact | Vesting |
|---|---|---|---|---|
| STI—OROA (Equipment Ops) | 50% weight; formulaic targets by cycle position | 35.9% | Contributed to 180% of target STI | Cash, annual |
| STI—OROS (Equipment Ops) | 40% weight | 18.2% | Contributed to 180% of target STI | Cash, annual |
| STI—ROE (Financial Services) | 10% weight; weighted by subsidized vs non-subsidized mix | 9.6% (company-level) | Contributed to 180% of target STI | Cash, annual |
| STI—Payout Rate | CEO 200% of base; Others 100% | 180% of target | CEO STI paid $5,971,216 | — |
| LTI—PSUs | 50% of LTI; 50% rTSR + 50% relative revenue growth vs peer group | 2022–2024 PSU cycle paid 76% of target (revenue growth 42nd percentile) | Long-term equity, performance-based | 3-year cliff |
| LTI—RSUs | 25% of LTI | Grants; price driven | Ownership/retention | 34%/33%/33% over 3 years |
| LTI—Options | 25% of LTI | Grants; price driven | Alignment with shareholders | 34%/33%/33%; 10-year term |
| LTIC (cash)—2022–2024 | Discontinued for new cycles in 2024; legacy cycle paid | SVA $20.9B → 200% payout; rTSR 54th percentile (modifier not applied due to cap) | CEO LTIC payout $4,478,412 | Cash, 3-year cycle |
FY 2024 CEO LTI granted (Dec 13, 2023):
- RSUs: 11,776 units; grant-date fair value $4,439,670; vest 34/33/33 .
- PSUs: Target 23,552 units (50% revenue growth; 50% rTSR); grant-date fair value $8,612,848; vest at 0%–200% based on relative outcomes .
- Options: 45,278 options at $377.01 exercise price; grant-date fair value $4,439,055; 10-year term .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (a) | 119,994 | Direct and indirect holdings (sole voting/investment power unless noted) . |
| Exercisable Options (b) | 140,864 | Within 60 days of Dec 30, 2024 . |
| RSUs Vesting Within 60 Days (c) | 80,345 | Included in total beneficial ownership calculation . |
| Total Beneficial Ownership (a + b + c) | 341,203 (<1% of shares outstanding) | Less than 1% of 272,350,899 shares . |
| Outstanding Unexercised Options | 87,922 unexercisable; 96,690 exercisable | Multiple tranches; expirations 2030–2033. |
| Unvested RSUs (count/value) | 26,225 RSUs; $10,697,965 (at $407.93) | As of Oct 27, 2024. |
| Unvested PSUs (est. achievement/value) | 10,076 PSUs; $4,110,303 (at $407.93) | 2022 PSUs settled Dec 15, 2024; 2023–2024 in process . |
| Ownership Guidelines | CEO 6x base salary; others 3.5x; achieved or within 5-year compliance | Fixed requirement for 3 years once achieved . |
| Hedging/Pledging | Prohibited for directors and executives | Insider Trading Policy bans margin accounts/pledging . |
Employment Terms
- Employment Agreements: None for U.S.-based executives; severance governed by guidelines .
- Severance Guidelines: One-half month salary plus one-half month per year of service up to one year’s salary; lump sum or salary continuance per IRS limits .
- Change-in-Control Program (double trigger): CEO receives 2.99x base salary plus 2.99x target STI; senior officers receive 2x multiples; RSUs/PSUs accelerate only upon both CIC and qualifying termination; options fully vest upon CIC + qualifying termination .
- CIC Potential Payments (as of FY 2024):
- Change in Control only: LTIC $3,293,987 .
- CIC + Qualifying Termination: Salary $4,975,372; STI $9,918,853; LTIC $3,293,987; Stock Awards $21,111,601; Benefits $76,209; Defined Contribution Plans $756,983; Total $40,133,005 .
- Restrictive Covenants: Non-compete provisions; 2-year non-solicitation re employees post-termination; general release required .
- Clawbacks: SEC/NYSE-compliant Recovery Policy requires recoupment of incentive compensation upon restatements .
- STI plan cap increased to $10 million effective fiscal 2023 (from $5 million) .
Board Governance
- Role and Independence: May is Chairman and CEO; not independent due to employment. All other directors are independent; Lead Independent Director (Sherry M. Smith) with robust duties (agenda approval, executive sessions, liaison role) to counterbalance combined Chair/CEO structure .
- Committee Roles: May chairs the Executive Committee; all other standing committees (Audit Review, Compensation, Corporate Governance, Finance) are composed solely of independent directors .
- Board Meetings & Attendance: The Board met five times in FY 2024; all incumbents attended ≥75% of meetings; overall attendance 96%; all directors attended the February 2024 Annual Meeting .
- Director Overboarding Limits: Revised policies limit directors to ≤3 other public boards; sitting public company CEOs to ≤1 other board (May complies via Ford) .
- Director Compensation (framework): Nonemployee director annual cash retainer $140,000; RSU grant $180,000 (effective Oct 2024); chair/lead director fees vary; employee directors (including May) receive no board compensation .
Compensation & Ownership Tables
CEO Summary Compensation (reported)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $1,495,834 | $1,591,674 | $1,658,671 |
| Stock Awards (PSUs/RSUs) | $7,244,251 | $12,446,367 | $13,052,518 |
| Option Awards | $3,989,987 | $5,733,640 | $4,439,055 |
| Non-Equity Incentive (STI) | $6,850,531 | $5,911,159 | $5,971,216 |
| Pension—Change in Value | — | $436,715 | $1,698,832 |
| All Other Compensation | $719,548 | $602,964 | $981,380 |
| Total | $20,300,151 | $26,722,519 | $27,801,672 |
FY 2024 STI Metrics and Payout
| Metric | FY 2024 |
|---|---|
| OROA (Equipment Ops) | 35.9% |
| OROS (Equipment Ops) | 18.2% |
| ROE (Financial Services)—Weighted | 11% target; 12% max (mix-dependent); FY text: 9.6% company-level highlighted |
| STI Payout vs Target | 180.0% |
| CEO STI Paid | $5,971,216 |
FY 2024 LTI Grant Details (Dec 13, 2023)
| Instrument | Units/Options | Exercise/Grant Metrics | Vesting |
|---|---|---|---|
| RSUs | 11,776 | Grant-date fair value $4,439,670 | 34%/33%/33% over 3 years |
| PSUs (Target) | 23,552 | Equal-weight relative revenue growth and rTSR; 0–200% payout | 3-year cliff (ends FY 2026) |
| Options | 45,278 | $377.01 exercise price; fair value $4,439,055 | 34%/33%/33%; 10-year term |
PSU Payout (Performance period ended FY 2024)
| Metric | Result | Payout |
|---|---|---|
| Relative Revenue Growth vs Peer Group | 42nd percentile | 76.0% of target |
LTIC Payout (Performance period ended FY 2024)
| Metric | Result | Payout |
|---|---|---|
| Accumulated SVA (2022–2024) | $20,920 million | 200.0% of target |
| rTSR Modifier | 54th percentile; 104% modifier, capped at 200% | |
| CEO LTIC Cash Payout | $4,478,412 |
Beneficial Ownership (as of Dec 30, 2024)
| Category | Count | % Outstanding |
|---|---|---|
| Shares Owned (a) | 119,994 | <1% |
| Exercisable Options (b) | 140,864 | <1% |
| RSUs within 60 Days (c) | 80,345 | <1% |
| Total (a + b + c) | 341,203 | <1% |
Pension Present Value (FY 2024)
| Plan | Present Value |
|---|---|
| Salaried Plan | $674,046 |
| Senior Supplementary Plan | $3,463,209 |
| Deere Supplemental Plan | $1,231,360 |
| Total | $5,368,615 |
Say-on-Pay Support
| Year | Approval % |
|---|---|
| 2023 | 92.5% |
| 2024 | 92.4% |
Compensation Structure Analysis
- Strong pay-for-performance linkage: 92% of CEO’s FY 2024 target pay was variable; 54% performance-based (STI + PSUs), with formulaic STI goals tied to cycle position and long-term PSUs tied to relative outcomes; LTIC discontinued in favor of more equity-based LTI, increasing alignment with shareholders .
- Equity mix shift to PSUs: In 2024, PSUs increased to 50% of LTI; RSUs and options each 25%; PSU metrics set at 50th percentile targets for rigor .
- Increasing STI rigor: OROA/OROS goal ranges escalated meaningfully over time; FY 2025 targets moved higher across trough/mid/peak (e.g., OROA target mid-cycle 38% vs 30% prior) .
- No tax gross-ups; no option repricing: Governance features include double-trigger CIC, recoupment/anti-hedging/anti-pledging; no repricing of underwater options without shareholder approval .
Risk Indicators & Red Flags
- Dual Chair/CEO: Independence mitigated via Lead Independent Director with formal powers; regular executive sessions of independent directors .
- STI cap doubled to $10M in Oct 2023: Raises upper bound on cash awards, though payouts are capped at 200% and formulaic metrics apply .
- Pledging/Hedging: Prohibited for directors and executives, reducing misalignment risk .
- Clawback: SEC/NYSE-compliant recovery policy mitigates restatement risk .
- Say-on-pay: High approval (92%+) indicates shareholder support for design .
Investment Implications
- Alignment: Elevated PSUs and rigorous STI targets tie pay tightly to operational efficiency (OROA/OROS) and competitive standing (rTSR/relative revenue). This supports long-term value creation through the cycle .
- Retention risk: Significant unvested equity (RSUs/PSUs/options) and pension balances create retention hooks; CIC program is market-aligned and double-trigger, with restrictive covenants and no excise tax gross-ups .
- Insider selling pressure: RSU/option vesting schedules are staggered; anti-hedging/pledging restrictions limit leverage-related selling; beneficial ownership magnitude suggests skin-in-the-game, but vesting events can create episodic liquidity needs .
- Governance: Combined Chair/CEO warrants ongoing monitoring; Deere’s lead director role, independent committees, and high attendance mitigate independence concerns .
- Shareholder sentiment: Strong say-on-pay support and enhanced equity focus (discontinuing LTIC) indicate responsive design; continued emphasis on OROS/OROA targets in FY 2025 raises execution bar .