Tamra A. Erwin
DEERE &About Tamra A. Erwin
Independent director of Deere & Company since 2020 (age 60). Retired Senior Advisor at Verizon Communications and former Executive Vice President and Group CEO of Verizon Business Group. At Deere, she chairs the Corporate Governance Committee and serves on the Compensation Committee and the Executive Committee, reflecting governance, compensation, and board-leadership responsibilities . The Board has determined she is independent under Deere’s categorical standards and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | Senior Advisor to the CEO | Jul 2022 – Sep 2022 | Senior advisory role to CEO |
| Verizon Business Group | Executive Vice President & Group Chief Executive Officer | 2019 – Jun 2022 | Led global B2B operations, technology-enabled services |
| Verizon Wireless Group | Executive Vice President & Chief Operating Officer | 2016 – 2019 | Scaled operations; customer service and network execution |
| Verizon Consumer & Mass Business Markets | Group President, Sales & Service | 2015 – 2016 | Go-to-market leadership |
| Verizon (Wireline/Consumer & Mass Business Markets) | President, National Operations | 2013 – 2015 | Operations leadership |
| Verizon | Corporate Chief Marketing Officer | 2012 – 2013 | Brand and product marketing |
| Verizon | President, West Area | 2008 – 2011 | Regional P&L leadership |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| F5, Inc. | FFIV | Director (current) | Other current directorship |
| Xerox Holdings Corporation | XRX | Director (current) | Other current directorship |
Board Governance
- Committee assignments: Corporate Governance (Chair), Compensation (Member), Executive (Member by virtue of being a committee chair) .
- Committee activity (FY2024 meetings): Corporate Governance (4), Compensation (6), Executive (0) .
- Independence: Board affirmatively determined all directors other than the CEO are independent (Dec 2024) .
- Attendance and engagement: All incumbent directors attended ≥75% of Board and committee meetings; overall attendance 96%; all directors attended the Feb 2024 Annual Meeting .
- Lead Independent Director structure: Robust lead director role with agenda approval, executive sessions, and shareholder communication; executive sessions at each regular Board meeting .
- Overboarding policy: Directors may serve on no more than three other public company boards; sitting public company CEOs may serve on one other board; audit committee memberships capped at three. Notification required for additional board invitations and governance roles . Erwin’s two other public boards (FFIV, XRX) are within policy limits .
Fixed Compensation
Program terms for non-employee directors:
| Component | Amount (Oct 2022, unless noted) | Amount (effective Oct 2024) |
|---|---|---|
| Annual cash retainer | $140,000 | $140,000 |
| RSU annual 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 |
FY2024 director compensation (reported for fiscal year ended Oct 27, 2024):
| Name | Fees Earned or Paid in Cash | Stock Awards (RSUs, grant-date fair value) | Total |
|---|---|---|---|
| Tamra A. Erwin | $143,333 | $164,984 | $308,317 |
Additional notes:
- RSU grant date: March 6, 2024; grant price $366.63 per RSU (ASC 718) .
- No meeting fees; member retainers not paid; out-of-pocket expenses reimbursed .
Performance Compensation
- Directors receive time-based RSUs that vest one year after grant but must be held until retirement, disability, death, or qualifying change-in-control termination; directors may receive dividend equivalents on RSUs .
- Equity award sizing increased to $180,000 effective for RSUs granted after the 2025 Annual Meeting (Oct 2024 policy change) .
Other Directorships & Interlocks
- Current public company boards: F5, Inc. (FFIV); Xerox Holdings (XRX) .
- Deere policy prohibits overboarding and requires notification/clearance for new board roles or committee chair/lead director appointments; Erwin’s current outside roles comply with these policies .
- Related-party and interlock review: Proxy discloses related-person transactions limited to certain employee relatives; none involve Erwin. Deere’s Corporate Governance Committee reviews and must pre-approve related-person transactions .
Expertise & Qualifications
Board skills matrix indicates Erwin brings:
- Executive experience; International experience; Government/Academic experience; Technology & Innovation; Finance; Risk Management; Corporate Governance .
- Biography highlights multi-disciplinary leadership across product/service development, customer operations, marketing, sales, strategic planning, HR, and scaling advanced communications/technology .
Equity Ownership
| Item | Quantity/Status |
|---|---|
| Shares beneficially owned (held) | 950 shares |
| RSUs held (as of Oct 27, 2024) | 2,539 RSUs |
| Total (shares + RSUs available within 60 days) | 3,489 |
| Vested vs. unvested within 60 days | 2,089 vested; 450 unvested |
| Director stock ownership guideline | 5× annual cash retainer; each non-employee director has met or is within five-year compliance period |
| Hold-until-retirement policy | All director equity must be held until retirement/limited triggers |
| Hedging/pledging | Prohibited for directors and executives |
Governance Assessment
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Strengths:
- Governance leadership: Chair of Corporate Governance Committee, which oversees governance policies, Board composition/refreshment, director compensation, ESG oversight, and Board/management evaluations . Member of Compensation Committee overseeing executive pay structure, metrics, consultants, and CD&A disclosure .
- Independence and attendance: Independent director with Board-wide attendance at or above expectations (≥75% for all incumbents; overall 96%) .
- Ownership alignment: Robust 5× retainer stock ownership guideline, strict hold-until-retirement policy, and prohibitions on hedging/pledging; Erwin holds shares and RSUs consistent with alignment objectives .
- Shareholder alignment context: Strong say-on-pay support (92.4% in 2024) and ongoing outreach to investors (>40% of outstanding shares invited to engage) support confidence in Board oversight of compensation and strategy .
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Watch items (not red flags):
- Time commitments: Erwin serves on two other public boards (FFIV, XRX). Deere’s updated policies cap other public boards at three (other than Deere), require pre-clearance, and cap audit committee memberships at three—mitigating overboarding risk. Monitoring sustained committee workload (CG Chair; Compensation member) is advisable but she remains within policy .
- Related-party exposure: None disclosed for Erwin; Deere’s related-person governance process and annual questionnaires reduce conflict risk .
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Overall view for investors: Erwin’s telecom/technology operating background, committee chairmanship in governance, and role on compensation provide relevant oversight for Deere’s digital and strategy shifts. Independence, attendance, equity alignment, and conservative trading/pledging policies support investor confidence in Board effectiveness .