Sheila G. Talton
DEERE &About Sheila G. Talton
Independent director at Deere & Company since 2015; age 72. President and CEO of Gray Matter Analytics (since 2013), with prior senior roles in technology and consulting, including Vice President at Cisco and CEO of SGT Ltd. Ten years of board tenure, with core credentials in technology innovation, data analytics, governance, and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gray Matter Analytics | President & CEO | 2013–present | Healthcare analytics leadership; technology and data strategy |
| SGT Ltd. | President & CEO | 2011–2013 | Strategy and technology consulting; enterprise transformation |
| Cisco Systems, Inc. | Vice President | 2008–2011 | Information technology solutions; scaling global tech initiatives |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| OGE Energy Corp. (OGE) | Director | Current | Public utility; potential indirect exposure via supplier ecosystem |
| Sysco Corporation (SYY) | Director | Current | Global foodservice distribution; adjacency to agricultural value chain |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Corporate Governance Committee; no chair roles .
- Independence: Board determined all directors other than the CEO (John C. May) are independent; Talton labeled “INDEPENDENT” in proxy summary .
- Attendance and engagement: Board met five times in FY2024; overall attendance 96% with all incumbent directors at ≥75%; all directors in office attended the February 2024 Annual Meeting; independent directors meet in executive session at each regular Board meeting .
- Committee activity levels (FY2024): Compensation (6 meetings); Corporate Governance (4 meetings); Audit Review (8 meetings, not a member); Finance (4 meetings, not a member) .
- Lead Independent Director structure: Strengthened independent oversight via Lead Director role and frequent executive sessions (Lead Director: Sherry M. Smith) .
- Overboarding and audit limits: Revised Corporate Governance Policies limit other public company boards to three (one if sitting public-company CEO) and audit committees to three; notification/approval process for new appointments .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Cash retainer | $140,000 | Standard nonemployee director retainer; no member or meeting fees; chairs receive additional fees (Talton not a chair) |
| Stock awards (RSUs) | $164,984 | Grant date March 6, 2024; grant price $366.63 per RSU; fully expensed at grant per ASC 718 |
| Total FY2024 | $304,984 | Sum of cash and RSU grant-date fair value |
Director compensation policy (effective changes):
- Equity award increased to $180,000 effective October 2024 (granted after Annual Meeting); cash components unchanged from October 2022 .
- Chair fees: Audit Review ($25,000), Compensation ($25,000), Corporate Governance ($20,000), Finance ($15,000); Lead Director ($40,000) .
Performance Compensation
| Element | Structure | Metrics | Vesting / Holding |
|---|---|---|---|
| RSUs (Director equity) | Time-based | None (director grants are not performance-based) | Vest one year after grant; directors must hold all equity awards until retirement, disability, death, or qualifying change in control |
Directors do not receive options or PSUs tied to TSR/revenue metrics; equity is solely time-based RSUs to align interests with shareholders .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Assessment |
|---|---|---|
| OGE Energy (OGE) | Utility provider; Deere may be an electricity customer indirectly | Low conflict risk; no related party transactions disclosed; independence affirmed |
| Sysco (SYY) | Foodservice distributor; Deere supports upstream producers | Low conflict risk; adjacency but no disclosed transactions; independence affirmed |
Expertise & Qualifications
- Technology & Innovation: Deep experience in data analytics, enterprise technology, AI considerations, cybersecurity risks; highlighted in Board skills matrix .
- Executive, Governance, Risk: Executive experience and corporate governance expertise; risk management oversight capabilities .
- International experience: Global technology operations and strategies .
- Diversity: Female; Black or African American; contributes to Board diversity of attributes and perspectives .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 8,415 RSUs | Less than 1% of outstanding shares; no common shares or options reported |
| Vested vs. unvested | 7,965 vested; 450 unvested | As of 12/30/2024; director grants vest after one year and must be held until retirement |
| Restricted stock (legacy) | 0 | No restricted shares reported |
| Stock ownership guideline | 5× annual cash retainer | Must be achieved within five years; all nonemployee directors have achieved or are within the compliance period |
| Hedging/pledging | Prohibited | Global Insider Trading Policy and governance practices prohibit hedging/pledging of Deere stock |
Governance Assessment
- Board effectiveness: Talton’s technology/data-analytics expertise strengthens oversight of innovation, AI/cyber risks, and compensation/governance processes; active participation via Compensation and Corporate Governance committees supports alignment of pay structures and governance best practices .
- Alignment and independence: Independent status affirmed; robust ownership alignment through RSUs and 5× retainer guideline; hedging/pledging prohibited—a shareholder-friendly policy .
- Engagement signals: Strong attendance norms (96% overall), regular executive sessions, structured continuing education on topics like generative AI, SaaS, biofuels—indicative of engaged oversight .
- Compensation structure: Transparent, simple director pay (retainer + RSUs) with increased equity value in 2024 to $180,000; no meeting fees; chair premiums reserved for chairs—Talton not a chair .
- Conflicts and related-party exposure: No related person transactions involving Talton disclosed; Corporate Governance Committee reviews and approves such transactions under a formal policy; independence reaffirmed in December 2024 .
- Shareholder sentiment: Executive say‑on‑pay approval ~92.4% in 2024, indicating supportive governance context; ongoing outreach to >40% of ownership further mitigates governance risk .
RED FLAGS
- None observed: No pledging/hedging; no related-party transactions; within overboarding limits; attendance strong; compensation structure straightforward and shareholder-aligned .