8-K/ALeadership Changes

CATERPILLAR INC 8-K/A Report, Executive Changes (Jun 14, 2018)

Filed June 14, 2018For Securities:CAT

Summary

This amended 8-K filing from Caterpillar Inc. (CAT) provides an update regarding the compensation awarded to Joe Creed, the interim Chief Financial Officer. While Mr. Creed was appointed to the interim CFO role on May 4, 2018, and is expected to hold the position until Andrew Bonfield takes over on September 1, 2018, this filing specifically details a restricted stock unit (RSU) grant approved on June 12, 2018, by the Compensation Committee. This RSU grant, valued at $1.1 million as of its grant date (June 13, 2018), is intended to compensate Mr. Creed for his expanded responsibilities. The RSUs vest over a three-year period, with one-third vesting annually. Investors should note the conditions for forfeiture of unvested RSUs, which generally apply unless termination is due to involuntary termination without cause, disability, death, or a change in control. This information is important for understanding executive compensation practices and potential shareholder dilution.

Key Highlights

  • 1Amendment to a previous 8-K filing concerning the appointment of Joe Creed as interim Chief Financial Officer.
  • 2Joe Creed's interim CFO role is temporary, concluding September 1, 2018, with Andrew Bonfield's appointment.
  • 3The Compensation Committee approved a grant of restricted stock units (RSUs) to Joe Creed on June 12, 2018.
  • 4The RSU grant has a fair value of $1.1 million as of the grant date, June 13, 2018.
  • 5RSUs are subject to a three-year pro-rata vesting schedule (one-third per year).
  • 6Forfeiture clauses apply to unvested RSUs under specific termination scenarios (e.g., voluntary resignation without cause, disability, death, change in control).

Frequently Asked Questions

Caterpillar is filing an amendment to its initial 8-K to provide additional details about the compensation granted to Joe Creed in connection with his role as interim Chief Financial Officer. Specifically, it discloses the grant of restricted stock units (RSUs) approved by the Compensation Committee.

The RSU grant, valued at $1.1 million, represents a significant incentive and compensation for Mr. Creed's assumption of interim CFO duties. It aligns his interests with those of shareholders by tying a portion of his compensation to the company's long-term performance and value, as reflected in the vesting schedule.

The RSUs vest one-third on each of the first three anniversaries of the grant date (June 13, 2018). Mr. Creed will forfeit any unvested RSUs if his employment terminates during the vesting period, unless the termination is due to involuntary termination by the Company without cause, disability, death, or in connection with a change in control of the Company.

Joe Creed is serving as interim Chief Financial Officer until September 1, 2018. On that date, Andrew Bonfield is scheduled to assume the role of Chief Financial Officer.