Michael O. Johanns
DEERE &About Michael O. Johanns
Independent director of Deere & Company since 2015; age 74. Former U.S. Senator from Nebraska, U.S. Secretary of Agriculture, and Governor of Nebraska, bringing deep public-policy, legal, and agricultural-industry expertise. Current committee assignments: Compensation and Corporate Governance; independence under NYSE listing standards is affirmed. Other current public company board: Corteva, Inc. (CTVA). Attendance: all incumbent directors met the 75% minimum; overall Board/committee attendance was 96%, and all directors attended the February 2024 Annual Meeting. Directors must retire at the first Annual Meeting after reaching age 75, absent Board approval.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate | United States Senator (Nebraska) | 2009–2015 | Leadership and regulatory oversight experience; legal and governance expertise referenced in proxy biography |
| U.S. Department of Agriculture | U.S. Secretary of Agriculture | 2005–2007 | Agriculture policy and market-force insight |
| State of Nebraska | Governor | 1999–2005 | Executive leadership; budgeting and economic development |
| Law firm (not named) | Partner | Not disclosed | Cross-disciplinary legal experience supporting governance literacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corteva, Inc. (CTVA) | Director | Not disclosed | Agriculture industry ecosystem connectivity; governance experience (committee details not disclosed) |
Board Governance
- Committee memberships: Compensation Committee member; Corporate Governance Committee member. Compensation Committee met 6 times in FY2024 (Chair: Dmitri L. Stockton); Corporate Governance Committee met 4 times (Chair: Tamra A. Erwin).
- Independence: Independent director under NYSE standards; all members of the Corporate Governance Committee and Compensation Committee are independent.
- Attendance and engagement: All incumbent directors attended at least 75% of Board/committee meetings; overall attendance 96%. All directors then in office attended the February 2024 Annual Meeting.
- Lead Independent Director: Sherry M. Smith (since February 2024), with duties including presiding over executive sessions and liaising with independent directors.
- ESG and succession oversight: Corporate Governance Committee oversees governance policies, senior management succession, director nominations, Board effectiveness, and ESG aspirations/activities.
- Time-commitment and overboarding policy: Directors may serve on no more than three other public-company boards; audit committee memberships capped at three; invitations to other boards must be cleared by the Corporate Governance Committee chair to avoid conflicts and time constraints.
- Retirement policy: Mandatory retirement at first Annual Meeting after age 75, absent Board approval.
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 140,000 | Annual director retainer; no meeting fees or committee member retainers; chair fees apply only if chair (not applicable to Johanns). |
Director compensation framework (for context):
| Component | Oct 2022 Effective Annual Amount ($) | Oct 2024 Effective Annual Amount ($) |
|---|---|---|
| Retainer | 140,000 | 140,000 |
| Equity Award (RSUs grant value) | 165,000 | 180,000 |
| Lead Director Fee | 40,000 | 40,000 |
| Compensation Committee Chair Fee | 25,000 | 25,000 |
| Corporate Governance Committee Chair Fee | 20,000 | 20,000 |
| Finance Committee Chair Fee | 15,000 | 15,000 |
Performance Compensation
| Fiscal Year | Stock Awards ($) | RSU Grant Date | RSU Grant Price ($/unit) | RSUs Granted (units) |
|---|---|---|---|---|
| 2024 | 164,984 | March 6, 2024 | 366.63 | 450 (unvested within 60 days of 12/30/2024) |
- RSUs vest one year after grant but must be held until retirement, disability, death, or change-in-control combined with a qualifying termination; directors may not sell/gift/dispose prior to such trigger; dividends and dividend equivalents accrue as described.
- Performance metrics: Nonemployee director equity awards are time-based RSUs (no performance conditions disclosed).
- Deferred compensation: Directors may defer cash retainers; post-2017 investment options do not yield above-market earnings.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Corteva, Inc. (CTVA) | Director | Deere director Gregory R. Page is Chairman of Corteva, creating a shared external directorship network linkage; no related-party transaction or conflict is disclosed. |
Expertise & Qualifications
- Leadership through public service (Governor, USDA Secretary, U.S. Senator) providing regulatory, governance, and policy insight for global operations.
- Legal experience (law firm partner) supporting governance and compliance oversight.
- Deep agricultural-industry understanding; perspective spanning banking, commerce, and foreign trade relevant to Deere’s market context.
- Board-level governance experience across committees; corporate governance proficiency emphasized in skills matrix.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially Owned and Held (a) | — | As of 12/30/2024 |
| Exercisable Options (b) | — | As of 12/30/2024 |
| RSUs Available Within 60 Days (c) | 8,931 | As of 12/30/2024 |
| Total Beneficial Ownership (a+b+c) | 8,931 | Less than 1% of outstanding shares (*) |
| Vested Restricted Shares and RSUs | 8,481 | As of 12/30/2024 |
| Unvested Restricted Shares and RSUs (vest within 60 days) | 450 | As of 12/30/2024 |
| Cumulative Restricted Stock | — | As of 10/27/2024 |
| Cumulative RSUs | 8,931 | As of 10/27/2024 |
| Deferred Units (cash-settled) | 3,300 | Under Nonemployee Director Deferred Compensation Plan |
Ownership alignment policies:
- Stock ownership guideline: 5× annual cash retainer; each nonemployee director has achieved the threshold or is within the five-year compliance period.
- Holding requirement: Directors must hold all equity awards until retirement, disability, death, or qualifying change-in-control termination.
- Anti-hedging/anti-pledging: Directors/officers are prohibited from hedging, short sales, margin accounts, or pledging Deere stock.
Governance Assessment
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Strengths
- Independence and multi-committee engagement (Compensation; Corporate Governance), with committees meeting regularly (6 and 4 times, respectively) and robust charters (compensation oversight, succession, ESG, Board effectiveness).
- Strong attendance culture (≥75% for all incumbents; overall 96%; Annual Meeting attendance), plus active executive sessions led by the Lead Independent Director.
- Alignment mechanisms: strict hold-to-retirement on RSUs; 5× ownership guideline; anti-hedging/pledging; no above-market deferred comp; no meeting fees/committee member retainers.
- Shareholder support signal: 2024 say-on-pay approval ~92.4%, indicating general confidence in compensation governance.
- Related-party oversight: formal policy assigns review to Corporate Governance Committee; specific related-person transactions disclosed for other executives, none involving Johanns.
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Watch Items
- Mandatory retirement policy at age 75 and Johanns’s age (74) implies potential upcoming Board refresh subject to Board approval.
- Overboarding risk is mitigated by policy (≤3 other public-company boards); Johanns currently disclosed on one (Corteva) and appears within policy limits.
- Interlocks: shared external directorship at Corteva (with Gregory R. Page as Chairman) warrants ongoing monitoring for informational dynamics, though no conflicts or related-party transactions are disclosed.
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Overall: Governance structures, independence, and ownership alignment policies support investor confidence; upcoming retirement threshold and network interlock should be monitored for continuity and potential influence, with current disclosures indicating low conflict risk.