8-KLeadership ChangesExhibits & Filings

CATERPILLAR INC 8-K Report, Executive Changes (Apr 15, 2025)

Filed April 15, 2025For Securities:CAT

Summary

Caterpillar Inc. (CAT) announced a significant leadership transition via an 8-K filing on April 15, 2025. Effective May 1, 2025, Joseph E. Creed will assume the role of Chief Executive Officer, succeeding D. James Umpleby III. Mr. Umpleby will transition to the position of Executive Chairman of the Board, maintaining an active role in the company's strategic direction. This leadership change comes with adjustments to executive compensation. Mr. Creed's new compensation package reflects his expanded responsibilities as CEO, including an increased base salary, a higher annual incentive target, and a substantial long-term incentive grant. Concurrently, Mr. Umpleby's compensation will be adjusted to align with his new role as Executive Chairman.

Key Highlights

  • 1Joseph E. Creed appointed new Chief Executive Officer, effective May 1, 2025.
  • 2Current CEO D. James Umpleby III to transition to Executive Chairman of the Board.
  • 3Mr. Creed's annual salary will increase to $1,500,000 as CEO.
  • 4Mr. Creed to receive a long-term incentive grant valued at $5.5 million.
  • 5Mr. Umpleby's base salary will decrease to $1,200,000 in his new role.
  • 6The leadership transition is effective May 1, 2025.
  • 7Compensation adjustments for both Mr. Creed and Mr. Umpleby have been approved by the Compensation and Human Resources Committee.

Frequently Asked Questions

Joseph E. Creed has been appointed as the new Chief Executive Officer, effective May 1, 2025. He succeeds D. James Umpleby III.

Mr. Umpleby will transition to the role of Executive Chairman of the Board, continuing his involvement with the company's strategic direction.

Mr. Creed's annual salary will increase to $1,500,000. His target award under the Annual Incentive Plan will be 160% of his base salary, and he will receive a long-term incentive grant valued at $5.5 million, comprising performance-based RSUs, stock options, and time-based RSUs.

Yes, Mr. Umpleby's base salary will decrease to $1,200,000 effective May 1, 2025, and his target award under the Annual Incentive Plan will be 125% of his base salary, reflecting his new role as Executive Chairman.