Sherry M. Smith
DEERE &About Sherry M. Smith
Sherry M. Smith (age 63) is an independent director of Deere & Company, serving since 2011, and has been the Board’s Lead Director since February 2024. She is the former EVP and CFO of SuperValu Inc., brings deep finance and audit expertise, and is designated by the Board as an “audit committee financial expert.” She currently serves on the Audit Review Committee and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SuperValu Inc. | EVP & CFO | 2010–2013 | Led finance; audit and capital markets experience |
| SuperValu Inc. | SVP, Finance | 2005–2010 | Oversight of finance and planning |
| SuperValu Inc. | SVP, Finance & Treasurer | 2002–2005 | Treasury, capital allocation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anywhere Real Estate Inc. (HOUS) | Director | Not disclosed | Current public company board |
| Piper Sandler Companies (PIPR) | Director | Not disclosed | Current public company board |
| Tuesday Morning Corp. (TUEMQ) | Director | Not disclosed | Prior public company board |
Board Governance
- Lead Director responsibilities include presiding over executive sessions, liaising between Chair and independent directors, and reviewing agendas/materials; Smith has served as Lead Director since February 2024 and previously chaired the Audit Review Committee .
- Committee memberships: Audit Review Committee (member) and Corporate Governance Committee (member) .
- Independence: Affirmed by Board in December 2024; all directors other than the CEO are independent .
- Attendance: All incumbent directors attended ≥75% of Board/committee meetings; overall attendance 96% in FY2024; all directors attended the February 2024 annual meeting .
- Committee activity: Audit Review met 8 times; Corporate Governance met 4 times in 2024 .
- Risk oversight: Audit Review Committee oversees enterprise risk management, cybersecurity and AI risks; Smith is designated an SEC audit committee financial expert .
- Overboarding/time commitment policies: Directors limited to three other public boards (one for sitting public company CEOs); audit committee service limited to three total; notification and review requirements for additional roles. Smith’s two other public boards are within these limits .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Fees Earned (Cash) | $166,667 | Includes annual retainer and role-based fees (e.g., partial-year Lead Director) |
| Stock Awards (RSUs) – Grant-Date Fair Value | $164,984 | Granted March 6, 2024; RSU grant price $366.63 per unit |
| Total | $331,650 | Sum of cash and RSU fair value |
Director compensation structure (approved Aug 2022; equity updated Aug 2024):
| Compensation Element | Effective Oct 2022 | Effective Oct 2024 |
|---|---|---|
| Annual Cash Retainer | $140,000 | $140,000 |
| Annual RSU Grant Value | $165,000 | $180,000 |
| Lead Director Fee | $40,000 | $40,000 |
| Audit Review Chair Fee | $25,000 | $25,000 |
| Compensation Chair Fee | $25,000 | $25,000 |
| Corporate Governance Chair Fee | $20,000 | $20,000 |
| Finance Chair Fee | $15,000 | $15,000 |
Additional features:
- No meeting fees; committee member retainers are not paid; expenses reimbursed .
- Deferred Compensation Plan allows deferral of cash retainers; post-2017 deferrals into plan options with no above-market earnings .
- Director stock ownership guideline: 5× annual cash retainer; each nonemployee director has achieved or is within the 5-year compliance period .
Performance Compensation
| Equity Instrument | Grant Date | Grant Valuation Basis | Vesting | Holding/Settlement |
|---|---|---|---|---|
| RSUs (Nonemployee Director) | March 6, 2024 | $366.63 per RSU; total $164,984 grant-date fair value | Vests 1 year after grant | Must be held until retirement, death, disability, or change in control with qualifying termination; dividend equivalents accrue; no voting until settlement |
- Nonemployee director equity is time-based RSUs; no performance metrics are tied to director equity awards .
Other Directorships & Interlocks
| Company | Relationship to DE (if disclosed) | Potential Conflict Noted |
|---|---|---|
| Anywhere Real Estate Inc. (HOUS) | Not disclosed | None disclosed in DE proxy |
| Piper Sandler Companies (PIPR) | Not disclosed | None disclosed in DE proxy |
| Tuesday Morning Corp. (TUEMQ) | Not disclosed | N/A (prior) |
- DE’s Corporate Governance Policies restrict overboarding and require advance notification; Corporate Governance Committee reviews potential conflicts; related-person transactions are reviewed and approved under a formal policy; FY2024 related-person disclosures did not include Smith .
Expertise & Qualifications
- Finance, audit, accounting, compensation, and strategic planning oversight from CFO and public company board service .
- SEC “audit committee financial expert” designation .
- Agricultural background and business experience; family farming ties .
Equity Ownership
| Ownership Component | Amount |
|---|---|
| Total Beneficial Ownership (incl. RSUs available within 60 days) | 13,271 shares (RSUs) |
| Common Shares Owned and Held (a) | — (none disclosed) |
| Exercisable Options (b) | — |
| RSUs Available Within 60 Days (c) | 13,271 |
| Ownership as % of Outstanding | Less than 1% |
Vested vs Unvested RSUs as of Dec 30, 2024:
| Status | Shares |
|---|---|
| Vested RSUs | 12,821 |
| Unvested RSUs (vesting within 60 days) | 450 |
Alignment safeguards:
- Directors must hold equity awards until retirement or other specified triggers .
- Hedging and pledging of Deere stock are prohibited for directors and executives .
- Stock ownership guideline: 5× cash retainer; compliance affirmed for nonemployee directors .
Governance Assessment
- Board effectiveness: Smith’s Lead Director role strengthens independent oversight via agenda/material review, executive session leadership, and shareholder communication access .
- Financial stewardship: Audit Review Committee membership and audit expert designation underpin robust oversight of financial reporting, internal audit, enterprise risk, and cybersecurity/AI risks .
- Independence/attendance: Board affirmed independence; FY2024 attendance strong (≥75% for each; 96% overall) .
- Compensation and alignment: Director pay structure is straightforward (cash retainer + RSUs), long-hold requirements, and strict ownership/anti-hedging policies support alignment with shareholders .
- Shareholder signals: Say‑on‑pay support of ~92.4% in 2024 indicates broad investor confidence in compensation governance, reinforcing overall governance quality context at DE .
RED FLAGS
- Related-party transactions: None disclosed involving Smith in FY2024 .
- Hedging/pledging: Prohibited by policy .
- Overboarding: Within DE policy limits (two other boards vs. max three) .
- Attendance: No issues noted; overall Board/committee attendance high .