L. Neil Hunn
DEERE &About L. Neil Hunn
Independent director of Deere & Company since 2023; age 52. Currently President and CEO of Roper Technologies, Inc. (since 2018), bringing deep software and technology-enabled product expertise to Deere’s board. Serves on Deere’s Compensation and Finance Committees; designated independent under NYSE standards and Deere’s categorical independence criteria as of December 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies | Executive Vice President & COO | 2017–2018 | Operational leadership and capital deployment experience |
| Roper Technologies | Group Vice President | 2011–2018 | Technology portfolio oversight |
| MedAssets, Inc. | President | 2009–2011 | SaaS commercialization |
| MedAssets, Inc. | EVP & CFO | 2007–2010 | Finance and SaaS model transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roper Technologies, Inc. (ROP) | Director; President & CEO | 2018–present | Current public company directorship count: 1 (within Deere’s limit for a sitting public company CEO) |
Board Governance
- Committees: Compensation (member) and Finance (member). Compensation Committee met 6 times in 2024; Finance Committee met 4 times in 2024. Chairs: Compensation—Dmitri L. Stockton; Finance—Gregory R. Page.
- Independence: Board reviewed affiliations in Nov/Dec 2024; affirmed independence for all directors except CEO. Specifically reviewed Deere’s ordinary-course $350,000 contribution to Business Roundtable (affiliated with Mr. Hunn) and concluded it did not impair independence.
- Attendance: All incumbent directors attended ≥75% of Board and committee meetings; overall attendance 96%; all directors attended the February 2024 annual meeting.
- Board leadership: Independent Lead Director role (Sherry M. Smith) presides over executive sessions; independent directors hold executive sessions at each regular meeting.
- Overboarding policy: Directors limited to ≤3 other public company boards; sitting public company CEOs limited to 1 other public board; audit committee memberships limited to ≤3. Notifications/approvals required before accepting additional roles. Mr. Hunn (sitting CEO) serves on 1 other public board—compliant.
Fixed Compensation (Director)
| Component | Amount | Effective Date/Grant Details |
|---|---|---|
| Annual cash retainer | $140,000 | Effective October 2022 (no change in 2024) |
| RSU annual grant | $164,984 (2024 cycle) | Granted March 6, 2024 at $366.63 per RSU; 1-year vest; must be held until retirement/triggering event. Approx. 450 RSUs. |
| RSU annual grant (new level) | $180,000 | Effective October 2024 for awards granted after the 2025 annual meeting. |
| Committee chair fees | N/A | Not a chair; chair fees reserved for Chairs only. |
| Meeting fees | None | Deere does not pay meeting fees; reimburses expenses. |
| Deferred compensation | Available | Nonemployee Director Deferred Compensation Plan; no above-market earnings. |
| Stock ownership guideline | 5x cash retainer | Must reach within five years; all directors have met or are within the compliance period. |
Performance Compensation (Company metrics oversight; directors do not receive performance-based pay)
| Program | Metric | 2024 Result | Payout/Notes |
|---|---|---|---|
| STI (executives) | OROA (Equipment Operations) | 35.9% | Contributed to 180% of target STI payout |
| STI (executives) | OROS (Equipment Operations) | 18.2% | Contributed to 180% of target STI payout |
| STI (executives) | ROE (Financial Services) | 9.6% | Contributed to 180% of target STI payout |
| LTI PSUs (executives) | Relative revenue growth (2022–2024) | 42nd percentile | 76% PSU payout for that cycle |
| LTIC (legacy, executives) | 3-yr accumulated SVA (2022–2024) | $20.9B | 200% payout (TSR at 54th percentile; cap at 200%) |
| Say-on-pay | Approval rate (2024) | 92.4% | Annual advisory vote in 2024 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Roper Technologies (ROP) | Director; CEO | Sits on one other public board as a sitting CEO—consistent with Deere policy; no disclosed related-party transactions with Deere. |
| Business Roundtable | Affiliation | Deere’s $350,000 ordinary-course contribution to Business Roundtable was reviewed and deemed not impairing independence. |
Expertise & Qualifications
- Executive leadership (software/technology-enabled products), capital deployment, and business model transformation experience.
- Technology & innovation, cybersecurity, and SaaS expertise; corporate governance and risk management experience per Board skills matrix.
- Finance experience (not designated audit committee financial expert under SEC rules).
Equity Ownership
| Measure | Value | Date/Notes |
|---|---|---|
| Beneficial ownership (total) | 678 RSUs; no restricted shares; less than 1% of outstanding shares | As of Oct 27/Dec 30, 2024; RSUs settle upon service end/change-in-control per plan. |
| Vested vs. Unvested | 228 vested; 450 unvested (vesting within 60 days window as disclosed) | Within one-year vest schedule; held until retirement. |
| Pledging/hedging | Prohibited | Company policy bars hedging/pledging for directors and executives. |
| Ownership guideline | 5x retainer ($700,000 equivalent) | Directors must comply within five years; all directors met or within compliance period. |
Insider Trades (Form 4 events)
| Date | Filing/Source | Transaction | Notes |
|---|---|---|---|
| Mar 6, 2025 | SEC Form 4 index | Director stock award grant (annual RSU) | Post-annual meeting grant cycle; Form 4 filing for L. Neil Hunn. |
| Mar 5/6, 2025 | Yahoo Finance Insider Transactions | Stock Award (Grant) | Annual nonemployee director RSU grant recorded. |
| Mar 6, 2024 | Yahoo Finance Insider Transactions | Stock Award (Grant) | Annual nonemployee director RSU grant recorded. |
Governance Assessment
- Strengths: Independent status affirmed; committee roles on Compensation and Finance provide direct oversight of key value drivers and capital allocation; robust attendance culture (96% overall) and regular executive sessions; strict overboarding, hedging/pledging prohibitions, and 5x retainer ownership guideline align director incentives with shareholders.
- Compensation alignment: Deere’s executive pay program ties incentives to OROA/OROS/ROE and multi-year PSUs linked to relative TSR and revenue growth; 2024 say‑on‑pay approval 92.4% signals broad investor support, enhancing board credibility in compensation oversight.
- Potential conflicts: Ordinary-course contribution to Business Roundtable (affiliated with Mr. Hunn) reviewed and deemed not material for independence; no related‑party transactions disclosed for Mr. Hunn.
- RED FLAGS: None evident in attendance, say‑on‑pay, or pledging/hedging. Monitor ongoing external commitments given sitting CEO status (policy-compliant at 1 other board) and any future affiliations that could require independence reassessment.
Overall, Mr. Hunn’s technology and software operating background, combined with membership on Finance and Compensation Committees, supports Deere’s strategic pivot toward connected solutions and disciplined capital deployment, with independence safeguards and ownership requirements reinforcing investor alignment.