Kellye L. Walker
Senior Vice President & Chief Legal Officer, Global Law Services & Regulatory Affairs at 
DEERE &
DEERE &Executive
About Kellye L. Walker
Kellye L. Walker serves as Senior Vice President & Chief Legal Officer, Global Law Services & Regulatory Affairs at Deere & Company, evidenced by her executing SEC filings in September and October 2025 and being named as the CLO providing legal opinions in the company’s financing documentation in Q2 2025 . Public filings reviewed do not disclose her age, education, or start date; however, she was acting in the CLO role by May 29, 2025 and continued through at least October 9, 2025 . Deere’s FY2024 performance backdrop tied to executive compensation included lower revenue but still high profitability and strong multi-year TSR relative to peers .
| Metric | FY 2024 |
|---|---|
| Net Sales & Revenues ($USD Billions) | $51.72 |
| Net Income ($USD Billions) | $7.10 |
| Diluted EPS ($USD) | $25.62 |
| Stock Price at FY End ($USD) | $407.93 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deere & Company | Senior Vice President & Chief Legal Officer, Global Law Services & Regulatory Affairs | 2025–present | Serves as principal legal officer; signs SEC filings; provides CLO legal opinions for capital markets/credit facilities |
Fixed Compensation
Deere’s executive program targets market median base salaries and pays annual cash bonuses (STI) tied to enterprise operating metrics; specific salary/bonus amounts for Walker are not disclosed as she is not listed among FY2024 named executive officers (NEOs) in the proxy .
| Component | Design | FY 2024 Details |
|---|---|---|
| Base Salary | Fixed cash; targeted to peer median | Individual base salaries evaluated by responsibility, performance, internal equity, and peer data; NEO salary adjustments shown, but Walker not disclosed |
| Short-Term Incentive (STI) | Cash bonus weighted: OROA 50%, OROS 40%, ROE 10 | FY2024 metric results: OROA 35.9%; OROS 18.2%; ROE 9.6%; STI payout funded at 180% of target; CEO earned $6.0M and other NEOs ~$1.7M; Walker-specific payout not disclosed |
| STI Metric | Weighting | FY 2024 Actual |
|---|---|---|
| Operating Return on Operating Assets (OROA) | 50% | 35.9% |
| Operating Return on Sales (OROS) | 40% | 18.2% |
| Return on Equity (ROE) | 10% | 9.6% |
| STI Payout Factor | — | 180.0% of target |
Performance Compensation
Long-term incentives are all equity since FY2024, with 50% PSUs (relative revenue growth and relative TSR) plus 25% RSUs and 25% stock options; specific award values for Walker are not disclosed (she is not an FY2024 NEO) .
| Instrument | Metric | Weighting | Target | Vesting |
|---|---|---|---|---|
| PSUs | Relative Revenue Growth vs. performance peer group | 25% of LTI | 50th percentile (100% payout) | Cliff vest at third anniversary |
| PSUs | Relative TSR vs. performance peer group | 25% of LTI | 50th percentile (100% payout) | Cliff vest at third anniversary |
| RSUs | Stock price appreciation | 25% of LTI | N/A | Ratable vesting over 3 years (changed from cliff in 2023) |
| Stock Options | Stock price appreciation | 25% of LTI | N/A | Ratable vesting over 3 years; 10-year term |
| PSU Performance (Award Vesting in FY2024) | FY 2022–2024 Result | Payout |
|---|---|---|
| Relative Revenue Growth percentile | 42nd percentile | 76.0% of target |
| TSR modifier on LTIC (legacy) | 54th percentile for 2022–2024 LTIC | Cap reached at 200% via SVA; no further TSR adjustment |
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock Ownership Requirements | Directors and executives must meet stock ownership requirements; CEO 6.0x base salary and other NEOs 3.5x base salary; company states directors and executives are subject to ownership requirements; Walker’s specific multiple not disclosed |
| Hedging/Pledging | Directors and executives are prohibited from hedging or pledging Deere stock; short sales and margin accounts are prohibited |
| Clawback (Recoupment) | Company adopted SEC/NYSE-compliant recoupment policy in 2023; applies to executive incentive compensation |
| Beneficial Ownership | Security ownership table lists directors and FY2024 NEOs; Walker’s personal holdings are not disclosed in FY2025 proxy |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | Deere does not offer employment agreements to U.S.-based executives; Walker’s agreement terms not disclosed (consistent with policy) |
| Severance (non‑CIC) | Severance guidelines: one-half month of salary plus one-half month per complete year of service, up to one year’s salary; lump-sum or salary continuance subject to tax limits |
| Change-in-Control (CIC) Program | Double-trigger: benefits only if both a change in control and qualifying termination occur; triggers include 30%+ voting stake, board turnover, merger not meeting continuity thresholds, liquidation or asset sale |
| CIC Cash Multiples | CEO: 2.99x base salary and target STI; Senior officers (non-CEO): 2x base salary and target STI; Walker, as a senior officer, would be covered by senior officer terms |
| Equity under CIC | Unvested RSUs and PSUs cash out at target only upon CIC plus qualifying termination; stock options fully vest upon CIC plus qualifying termination |
| Benefits & Covenants | Continuation of health, life, AD&D, disability for two years for senior officers; restrictive covenants (including non-compete) and non-solicitation for two years post-termination; legal fee coverage if enforcing program |
| Deferred Compensation | Deferred Compensation Restoration Plan offers deferrals and matching on eligible earnings (base salary, STI); no above-market earnings |
Performance & Track Record
- Ethical leadership: Walker stated Deere’s commitment to integrity upon being named one of Ethisphere’s 2025 World’s Most Ethical Companies, underscoring her role overseeing global compliance and legal standards .
- SEC/transaction execution: As CLO, she signed multiple SEC filings (8-Ks) and is designated to issue legal opinions in financing agreements, evidencing hands-on execution in capital markets/legal risk management .
Compensation Structure Analysis
| Signal | Observation |
|---|---|
| Cash vs. Equity Mix | All long-term incentives for executives shifted to equity in FY2024; increased performance-based PSUs to 50% of LTI, aligning pay with multi-year shareholder outcomes |
| STI Rigor | FY2024 STI funded at 180% on strong OROA/OROS with cycle-based goal setting; FY2025 targets raised, tightening pay-for-performance calibration |
| Governance Protections | Double-trigger CIC, clawback compliance, hedging/pledging prohibitions, and stock ownership requirements indicate strong alignment and risk controls |
| Say‑on‑Pay | High shareholder support: ~92.4% approval in 2024, reflecting investor endorsement of pay design |
Investment Implications
- Alignment and retention: The equity-heavy LTI (50% PSUs with relative TSR and revenue growth, plus RSUs/options) and double-trigger CIC terms for senior officers support retention and align incentives with multi-year shareholder returns; prohibitions on hedging/pledging further reduce misalignment risks .
- Bonus cyclicality as signal: STI funding at 180% in FY2024 reflects robust execution on OROA/OROS despite softer volumes; raised FY2025 STI targets suggest continued focus on structural margin and asset efficiency, a positive signal for execution discipline impacting incentive payouts Walker likely participates in as a senior officer (individual payout undisclosed) .
- Disclosure gap: Walker is not an FY2024 NEO, so her specific salary, bonus, and holdings are not disclosed; monitoring future proxies, Form 4 filings, and any Item 5.02 8‑Ks is necessary to quantify insider ownership and selling pressure over time .