Leanne G. Caret

About Leanne G. Caret

Independent director at Deere & Company since 2021 (age 58). Former Boeing executive who served as Executive Vice President and Senior Advisor and previously President & CEO of Boeing Defense, Space & Security, bringing deep manufacturing, digital engineering, and government contracting experience. At Deere, she chairs the Audit Review Committee and serves on the Executive and Finance Committees; the Board has designated her an “audit committee financial expert.” She is independent under NYSE and Deere standards and holds one other current public directorship at RTX (Raytheon Technologies Corporation).

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Review (Chair), Executive (member), Finance (member). The Audit Review Committee met 8 times in 2024; Caret is designated an audit committee financial expert.
• Independence: The Board determined all directors except the CEO are independent; Caret is listed as INDEPENDENT.
• Attendance and engagement: All incumbent directors attended ≥75% of Board/committee meetings in 2024; overall attendance was 96%; all directors then in office attended the February 2024 Annual Meeting.
• Years of service: Director since 2021; nominated for a term expiring at the 2026 Annual Meeting.
• Lead Director context: Independent Lead Director role with authority to set agendas and preside over executive sessions; independent directors meet in executive session regularly (typically each regular Board meeting).

Fixed Compensation

• Structure and policies (nonemployee directors):
  • Annual cash retainer: $140,000 (effective Oct 2022; unchanged in 2024).
  • Committee chair fees: Audit Review $25,000; Compensation $25,000; Corporate Governance $20,000; Finance $15,000; Lead Director $40,000.
  • Equity award value: $165,000 (2024 awards); increased to $180,000 effective Oct 2024 for grants after the 2025 Annual Meeting.
  • No meeting fees or committee member retainers; expenses reimbursed.
  • Deferral: Directors may defer retainers under the Nonemployee Director Deferred Compensation Plan.

Performance Compensation

• Equity design and holding requirements:
  • RSUs granted annually 7 days after the Annual Meeting; FY2024 grant date March 6, 2024 at a grant price of $366.63 per RSU; awards vest one year after grant but must be held until retirement, disability, death, or qualifying change-in-control termination.
  • Directors must hold all equity awards until a triggering event; no sales/gifts prior to that time.

Other Directorships & Interlocks

• Overboarding policy: Deere limits directors to serving on no more than three other public company boards (sitting public company CEOs limited to one); audit committee memberships limited to three in total.

Expertise & Qualifications

• Manufacturing and high‑technology leadership; advanced digital engineering and automation; global supply chain and financial management; government contracting; diversity & inclusion strategies.
• Audit committee financial expert (SEC definition).
• Skill matrix indicates strengths in executive leadership, manufacturing, international, technology & innovation, risk management, and corporate governance.

Equity Ownership

Notes:

• Director stock ownership guideline: 5× annual cash retainer; to be achieved within 5 years of joining the Board; each director either exceeded the threshold or is within the compliance window as of the proxy date.
• Hedging and pledging of Deere stock by directors is prohibited.
• Directors must retain equity awards until retirement or other defined events.

Governance Assessment

• Strengths for investor confidence:

  • Audit chair with “financial expert” designation overseeing integrity of financial reporting, internal audit, and enterprise risk including cybersecurity and AI; committee met 8x in 2024, indicating active oversight cadence.
  • Independent director with relevant operating and technology expertise; serves on Finance and Executive Committees, aligning with Deere’s focus on capital discipline and governance continuity.
  • Robust attendance culture (overall 96%; all directors ≥75%); regular executive sessions and empowered Lead Director promote independent oversight.
  • Shareholder support for compensation program (92.4% say‑on‑pay in 2024), suggesting alignment with investors’ expectations.
  • Ownership alignment via RSUs and stringent hold‑until‑retirement policy; hedging/pledging prohibited.

• Potential risks / red flags monitored:

  • Overboarding risk appears low (Caret holds 1 other public board; Deere policy caps at 3 for non‑CEOs).
  • Related‑party exposure: Board determined no material relationships for directors other than the CEO; no related‑person transactions disclosed involving Caret.
  • Incentive design for directors is time‑based (RSUs) rather than performance‑based; mitigated by mandatory holding and stock ownership guidelines.