R. Preston Feight
DEERE &About R. Preston Feight
Independent director of Deere & Company since 2024; age 57. Chief Executive Officer of PACCAR Inc since 2019, with 30+ years in engineering and manufacturing leadership across PACCAR’s global operations (Kenworth, DAF) spanning propulsion, connectivity, and autonomy. Current Deere committee assignments: Audit Review Committee and Corporate Governance Committee (appointed December 2024). The Board affirmed Mr. Feight’s independence in December 2024; overall Board/committee attendance in fiscal 2024 was 96%, with all incumbent directors at ≥75% attendance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PACCAR Inc | CEO | 2019–present | Executive leadership in global manufacturing, strategy, technology (alt propulsion, connectivity, autonomy) |
| PACCAR Inc | EVP | 2018–2019 | Oversight of manufacturing/aftermarket/finance functions |
| DAF Trucks (PACCAR) | VP & President | 2016–2018 | Led European truck operations |
| Kenworth Truck Co. (PACCAR) | VP & GM | 2015–2016 | Division leadership |
| Kenworth Truck Co. (PACCAR) | Assistant GM, Marketing & Sales | 2012–2014 | Commercial execution |
| Kenworth Truck Co. (PACCAR) | Chief Engineer | 2008–2012 | Product engineering leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| PACCAR Inc (PCAR) | CEO and Director | CEO since 2019 | Other public boards count: 1 |
- Overboarding policy: sitting public company CEOs may serve on no more than one other public company board; directors generally: no more than three other public company boards. Mr. Feight’s service complies.
Board Governance
- Committee assignments: Audit Review Committee (member) and Corporate Governance Committee (member). Appointed December 2024 after Board committee rotation.
- Committee scopes and 2024 cadence:
- Audit Review Committee: 8 meetings; oversees financial reporting integrity, internal audit, enterprise risk incl. cybersecurity and AI; all members independent and financially literate; audit committee financial experts designated.
- Corporate Governance Committee: 4 meetings; oversees governance policies, director nominations/succession, non‑employee director compensation, Board effectiveness, and ESG oversight.
- Independence: Board affirmed all directors except the CEO (Chair) are independent under NYSE and Deere categorical standards (Dec 2024).
- Board leadership: Enhanced Lead Director role (Sherry M. Smith) with authority over agendas, executive sessions, and shareholder communications.
- Meetings and engagement: Board met at least quarterly (5 times); executive sessions of independent directors at each regular meeting; continuing director education program on topics like SaaS, generative AI, biofuels. Overall attendance 96%; all incumbents ≥75%; all directors in office attended the Feb 2024 annual meeting.
Fixed Compensation
| Component | Amount | Effective | Notes |
|---|---|---|---|
| Annual cash retainer | $140,000 | Oct 2022 (unchanged in 2024) | No meeting fees; committee chair and Lead Director receive additional fees. |
| Lead Director fee | $40,000 | Oct 2022 | — |
| Audit Review Chair fee | $25,000 | Oct 2022 | — |
| Compensation Chair fee | $25,000 | Oct 2022 | — |
| Corporate Governance Chair fee | $20,000 | Oct 2022 | — |
| Finance Chair fee | $15,000 | Oct 2022 | — |
- Partial-term service: prorated retainer and prorated RSU award.
- Deferred compensation: directors may defer retainers; for deferrals effective 2017+, investment options with no above‑market earnings.
Performance Compensation
| Equity Element | Grant Value | Grant Timing | Vesting/Holding | Performance Metrics |
|---|---|---|---|---|
| Annual RSU award | $165,000 | Grants 7 days after annual meeting; FY2024 grant date Mar 6, 2024; grant price $366.63/RSU | Vests 1 year; must be held until retirement, disability, death, or qualifying change-in-control termination; dividend equivalents paid on RSUs | None (time-based for directors) |
| Annual RSU award (updated) | $180,000 | Effective Oct 2024 for RSUs granted after annual meeting | Same as above | None |
- Directors receive equity solely in RSUs (no options/PSUs); awards are intended to align interests and are simple and shareholder‑friendly.
- Hedging/pledging prohibited; no short sales, margin accounts, or pledging of Deere securities.
Other Directorships & Interlocks
| Company | Relationship to DE | Interlock/Conflict Considerations |
|---|---|---|
| PACCAR Inc (PCAR) | Mr. Feight is CEO and director | Board’s annual independence review found no material relationships for any director other than the CEO of Deere; Corporate Governance Committee reviews related person transactions; none disclosed involving Mr. Feight. |
- Overboarding/time‑commitment controls: prior notification and Corporate Governance Committee clearance required before accepting additional boards/committee chair roles; limits enforced per policy.
Expertise & Qualifications
- Executive/manufacturing: deep leadership in global truck manufacturing, operations, aftermarket, and captive finance.
- Technology & innovation: experience integrating alternative propulsion, connectivity, and autonomy.
- International experience: leadership at DAF Trucks (Europe).
- Corporate governance exposure: service as public company CEO and director; current Deere committee roles focus on oversight in audit, risk, governance, and ESG.
Equity Ownership
| Holder | Shares Beneficially Owned and Held (a) | Exercisable Options (b) | RSUs Available Within 60 Days (c) | Total | % Outstanding |
|---|---|---|---|---|---|
| R. Preston Feight | — | — | 145 | 145 | <1% |
- Director stock ownership guideline: 5× annual cash retainer; must be achieved within 5 years of joining Board; 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; voting rights on restricted shares, dividend equivalents on RSUs.
- Hedging/pledging: prohibited under Deere policy.
Note: Fiscal 2024 nonemployee director compensation table did not list Mr. Feight (likely mid‑year appointment); directors serving partial terms receive prorated retainer and RSU awards.
Governance Assessment
- Board effectiveness: Placement on Audit Review and Corporate Governance positions Mr. Feight at the center of financial integrity, enterprise risk (including cybersecurity/AI), director nominations/succession, Board performance, and ESG oversight—valuable given his operational tech background.
- Independence/engagement: Affirmed independent (Dec 2024); Board cadence and executive sessions support robust oversight; continuing education touches relevant topics (generative AI, SaaS). Overall Board attendance strong (96%; ≥75% for all incumbent directors).
- Alignment and pay: Director pay mix is straightforward (cash + time‑based RSUs with hold‑until‑retirement); stock ownership guideline (5× retainer) drives alignment; hedging/pledging prohibitions strengthen investor protection.
- Conflicts and related‑party: No material relationships identified; related‑person transactions disclosed did not involve Mr. Feight. Overboarding limits explicitly constrain sitting CEOs to one other board—policy-compliant.
- Shareholder signals: Robust say‑on‑pay support (92.4% in 2024) and ongoing outreach underscore management/Board responsiveness to pay design and governance practices.
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, option repricing, or attendance shortfalls. Overboarding risk mitigated by explicit policy limits and Corporate Governance Committee oversight.