UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

(Amendment No.     __))

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CATERPILLAR

Caterpillar Inc.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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“Caterpillar’s Values in Action define and unite us as one Caterpillar. They represent our shared commitment to the highest standards of business conduct, guiding us as we fulfill our purpose of helping our customers build a better, more sustainable world.”

D. James Umpleby III

Chairman and Chief Executive Officer

We are sending you these proxy materials in connection with Caterpillar’s solicitation of proxies, on behalf of its Board of Directors, for the 20202022 Annual Meeting of Shareholders (Annual Meeting). Distribution of these materials is scheduled to begin on May 1, 2020.April 28, 2022. Please submit your vote or proxy by telephone, mobile device, internet or, if you received your materials by mail, you can complete and return your proxy or voting instruction form by mail.

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DEARFELLOW SHAREHOLDERS,

D. JAMES UMPLEBY III

Chairman and Chief Executive Officer

“AS WE CONTINUE TO ACT AND LEAD WITH OUR VALUES IN ACTION AS WE EXECUTE ON
OUR STRATEGY FOR LONG-TERM
PROFITABLE GROWTH, WE ALSO
FOCUS ON WINNINGSUPPORTING THE RIGHT
WAY, FORENDURING SUCCESS OF OUR CUSTOMERS OUR
EMPLOYEES AND OUR
COMMUNITIES AROUND THE
WORLD.CATERPILLAR.”

Dear Fellow Shareholders,

On behalf of the Board of Directors and our entire company, I cordially invite you to attend the Annual Meeting of Shareholders on June 10, 2020,8, 2022, at 8 a.m. Central Time. ThisWe will again conduct this year’s meeting using a virtual format.

We will be entirely virtual in order to adhere to the recommendations of public health officials during the COVID-19 pandemic. The virtual format will give more shareholders the opportunity to participate in the meeting, while ensuring everyone’s health and safety.

In addition to receivingprovide an update on the company’s performance, of the company,and you will have the opportunity to vote on several items related to our business. Please refer to page 6167 for information on how to participateparticipating in this year’s shareholder meeting.

We encourage you to review this proxy statement to learn more about your Boardboard of Directors,directors, our governance practices, compensation programs and philosophy, and other importantkey items. Your vote is important. Please vote your shares either by virtually attending the annual meeting, by voting online separately, via your mobile phone, by telephone, or by mail.

I would like to recognize Miles White, a director who decided to not stand for re-election. Miles has served as a director since 2011. The board of directors extends our sincere appreciation for his exemplary service.

Thank you for your ongoing investment in and support of Caterpillar as we continue to execute our enterprise strategy for long-term profitable growth and shareholder value.

 

Sincerely,

 

Sincerely,

D.JamesUmplebyIII
Chairman and Chief Executive Officer

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PROXYPROXY SUMMARY

This summary does not contain all of the information you should consider when casting your vote. You should read the complete proxy statement before voting.

ANNUAL MEETING OF SHAREHOLDERS

TIME & DATE	PLACE	RECORD DATE	ADMISSION
8:00 a.m. Central Time June 10, 20208, 2022	Virtual Meeting www.meetingcenter.io/268805716 Password: CAT2020 www.meetnow.global/M4GARLQ	The close of business on April 13, 20202022	To attend and to register for the Virtual Meeting, please follow instructions on page 6167

SHAREHOLDER VOTING MATTERS

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OUR DIRECTOR NOMINEES

Nominee and Principal Occupation

Independent

Age

Director Since

Other Public Company Boards

Caterpillar Committees

Independent

Age

Director Since

Other Public Company Boards

Caterpillar Committees

AC

CHRC

PPGC

AC

CHRC

PPGC

Kelly A. Ayotte Former U.S. Senator representing New Hampshire

Yes

51

2017

The Blackstone Group Inc. Boston Properties, Inc. News Corporation

Yes

53

2017

The Blackstone Group Inc. Boston Properties, Inc. News Corporation

David L. Calhoun Presiding Director of Caterpillar Inc. President and CEO of The Boeing Company

Yes

62

2011

The Boeing Company

Yes

64

2011

The Boeing Company

Daniel M. Dickinson Managing Partner of HCI Equity Partners

Yes

58

2006

None

Yes

60

2006

None

Juan Gallardo Chairman and Former CEO of Organización CULTIBA, S.A.B. de C.V.

Yes

72

1998

Grupo Aeroportuario del Pacifico, S.A.B. de C.V. Grupo Financiero Santander Mexico, S.A.B. de C.V. Organización CULTIBA, S.A.B. de C.V.

William A. Osborn Former Chairman and CEO of Northern Trust Corporation and The Northern Trust Company

Yes

72

2000

Abbott Laboratories General Dynamics Corporation

Gerald Johnson Executive Vice President, Global Manufacturing and Sustainability of General Motors Company

Yes

59

2021

None

David W. MacLennan Board Chair and CEO of Cargill, Inc.

Yes

62

2021

Ecolab Inc.

Debra L. Reed-Klages Former Chairman and CEO of Sempra Energy

Yes

63

2015

Chevron Corporation Lockheed Martin

Yes

65

2015

Chevron Corporation Lockheed Martin Corporation

Edward B. Rust, Jr. Former Chairman and CEO of State Farm Mutual Automobile Insurance Company

Yes

69

2003

Helmerich & Payne, Inc. S&P Global Inc.

Yes

71

2003

Helmerich & Payne, Inc. S&P Global Inc.

Susan C. Schwab Professor at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP; former United States Trade Representative

Yes

65

2009

The Boeing Company FedEx Corporation Marriott International, Inc.

Susan C. Schwab Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP; former United States Trade Representative

Yes

67

2009

FedEx Corporation Marriott International, Inc.

D. James Umpleby III Chairman and CEO of Caterpillar Inc.

No

62

2017

Chevron Corporation

No

64

2017

Chevron Corporation

Miles D. White Executive Chairman of the Board, Abbott Laboratories

Yes

65

2011

Abbott Laboratories McDonald’s Corporation

Rayford Wilkins, Jr. Former CEO of Diversified Businesses at AT&T Inc.

Yes

68

2017

Morgan Stanley Valero Energy Corporation

Yes

70

2017

Morgan Stanley Valero Energy Corporation

Chair

Member

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GOVERNANCEHIGHLIGHTS

Our commitment to good corporate governance stems from our belief that a strong governance framework creates long-term value for our shareholders, strengthens Board and management accountability and builds trust in the Company and its brand. Our governance framework includes, but is not limited to, the following highlights:

2021 PERFORMANCE HIGHLIGHTS

2019 PERFORMANCE HIGHLIGHTS

OPERATING PROFIT MARGIN	PROFIT PER SHARE	STRONG BALANCE SHEET
15.4%	$10.74	$6.2 billion
Delivered operating margin of 15.4% in line with 2019 Investor Day Targets on 2% lower sales and revenues.	Profit per share was $10.74 in 2019, up from $10.26 in 2018. Adjusted profit per share* was $11.06 in 2019, compared with $11.22 in 2018.	Returned $6.2 billion to Shareholders in line with 2019 Investor Day Targets. The Company repurchased $4.0 billion of common shares and paid $2.1 billion in dividends, while ending 2019 with a cash balance of $8.3 billion.

*

Adjusted operating margin is a non-GAAP measure and a reconciliation to the most directly comparable GAAP measure is included on page 65.

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510 Lake Cook Road, Suite 100
Deerfield, IL 60015
Phone (224) 551-4160
www.caterpillar.com

NOTICEOF ANNUAL MEETING
OF SHAREHOLDERS

In light of the COVID-19 pandemic, theThe Board of Directors, after careful consideration, has decided to hold this year’s Annual Meeting exclusively online. If you plan to participate in the virtual meeting, please see the information below as well as the attendance and registration instructions on page 61.67. There will be no physical location for the Annual Meeting this year.

MEETING INFORMATION

JUNE 10, 20208, 2022

8:00 a.m. Central Time

Website: www.meetingcenter.io/268805716www.meetnow.global/M4GARLQ

Password: CAT2020

MEETINGAGENDA

RECORD DATE

April 13, 20202022

By Order of the Board of Directors

SuzetteNicole M. LongPuza

Chief Legal Officer, General Counsel and Corporate Secretary
May 1, 2020April 28, 2022

PLEASE VOTE YOUR SHARES:
We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation. You may vote in the following ways:
BY INTERNET	BY MOBILE DEVICE	BY TELEPHONE	BY MAIL
vote online at www.caterpillar.com/proxymaterials	scan this QR code to vote with your mobile device	call the number included on your proxy card or notice	mail your signed proxy or voting instruction form
Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder meeting to be held on June 10, 2020.8, 2022. A link to the list of shareholders of record will be made available to shareholders during the meeting at www.meetnow.global/M4GARLQ. This Notice of Annual Meeting and Proxy Statement and the 20192021 Annual Report on Form 10-K are available atwww.investorvote/CAT. www.investorvote.com/CAT.

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DIRECTORS& GOVERNANCE

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSALSNAPSHOT

What am I voting on?

Shareholders are being asked to elect the 1110 director nominees named in this Proxy Statement for a one-year term.

Board Voting Recommendation:

FORthe election of each of the Board’s director nominees.

OVERVIEWOFOURBOARD

BOARDATTENDANCE-2019 2021

Board	6	6	6	6	6	6	6	6	6	6	6	6		99%
Audit	10			10		9						4
Compensation & Human Resources	6		3				6				6	3		Attendance for incumbent directors for 2019
Public Policy & Governance	6	6	4		6			6	6
* The Board of Directors approved certain committee membership changes effective April 12, 2019. As part of those changes, Mr. Calhoun left the Compensation & Human Resources Committee (CHRC) and joined the Public Policy & Governance Committee (PPGC) and Mr. Wilkins left the Audit Committee and joined the CHRC. Messrs. Calhoun and Wilkins attended all of their former and newly assigned committee meetings held during 2019.

Board	6	6	6	6	5	5	6	6	6	6	6	6		100% Attendance for incumbent directors for 2021*
Audit	11			11		8		11
Compensation & Human Resources	5						5				5	5
Public Policy & Governance	6	6	6		5			6	6
* Mr. Johnson joined the Board on March 1, 2021, and Mr. MacLennan joined the board on April 14, 2021. Mr. Johnson and Mr. MacLennan attended all of the meetings of their respective committees and the Board held after they joined the Board.

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The Board’s policy is to encourage and expect that all directors attend each Annual Meeting of Shareholders. All then-serving directors attended the 20192021 Annual Meeting. The independent directors generally meet in an executive session as part of each regularly scheduled Board meeting. The Board’s independent Presiding Director, David L. Calhoun, presided over the Board’s executive sessions in 2019.2021.

BOARDEVOLUTIONSINCE2015 2016

DIVERSITYOFSKILLSANDEXPERTISE

Our Board nominees offer a diverse range of skills and experience in relevant areas.

SUMMARY OF INDIVIDUAL DIRECTOR SKILLS, CORE COMPETENCIES AND ATTRIBUTES

Caterpillar Board Tenure (Years)	Caterpillar Board Tenure (Years)	3	9	14	22	20	5	17	11	3	9	3	11 years Average Tenure	Caterpillar Board Tenure (Years)	5	11	16	1		7	19	13	5		8 years Average Tenure
	Board of Directors Experience (other Boards)	•	•				•	•					100%	Board of Directors Experience (other Boards)											90%
	Audit Committee Financial Expert			•		•		•					100% of Audit Committee Members	Audit Committee Financial Expert											100% of AC Members
	CEO / Leadership	•											100%	CEO / Leadership											90%
	Business Development and Strategy		•										91%	Business Development and Strategy											90%
	Government / Regulatory Affairs	•			•						•		82%	Government / Regulatory Affairs											70%
	Customer and Product Support Services		•							•			82%	Customer and Product Support Services											70%
	Finance & Accounting		•							•			82%	Finance & Accounting											70%
	Risk Management		•										91%	Risk Management											80%
	Technology	•				•				•			73%	Technology											80%
	Global Experience	•							•				91%	Global Experience											90%
	Manufacturing / Logistics		•							•			45%	Manufacturing / Logistics											50%
Gender and Diversity		•			•		•		•			•	45%
Women														Women											30%
Racial/Ethnic Diversity														Racial/Ethnic Diversity											20%
Age	Age	51	62	58	72		63	69	65	62	65	68	64 years Average Age	Age	53	64	60	59	62	65	71	67	64	70	64 years Average Age

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DIRECTORCONTINUOUSEDUCATIONANDDEVELOPMENT

The Company places a high importance on the continuous development of its Board. Directors have opportunities for ongoing education and development opportunities through participation in meetings, subscriptions to relevant publications and attendance at activities and professional development training offered by associations such as the National Association of Corporate Directors and Lead Director Network. Directors receive specialized presentations from experts in the Company’s various businesses in the course of their service. Since the last annual shareholder meeting, these presentations have included updates on digital strategy,the COVID-19 pandemic, including the health and safety of our employees; customer support,value agreements, remanufacturing, technology, products, sustainability, strategic purchasing, Caterpillar Financial Services Corporation and regular updates concerning the operations of certain Energy and Transportation businesses cybersecurity, lean manufacturing, connected assetswithin our operating segments; talent management; cybersecurity; and the Cat® dealer network. These opportunities allow directors to be well informedwell-informed and to expand their knowledge of trends and issues relevant to their role. Directors are also given development and education opportunities through speaking or meeting directly with members of management and other employees, Company dealers and customers to better understand the Company’s operations and business and alsoas well as through attending industry trade shows such as CONEXPO.

BOARD’SROLEINRISKOVERSIGHT

The Board has oversight for risk management with a focus on the most significant risks facing the Company, including strategic, operational, financial and legal compliance risks. The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes, which include an enterprise risk management program, regular internal management disclosure compliance committee meetings, a code of conduct that applies to all employees, executives and directors, quality standards and processes, an ethics and compliance program and comprehensive internal audit processes. The Board’s risk oversight role also includes the selection and oversight of the independent auditors. The Board implements its risk oversight function both as a Board and through delegation to Board committees, which meet regularly and report back to the Board. The Board has delegated the oversight of specific risks to Board committees that align with their functional responsibilities.

The Audit Committee (AC) assists the Board in overseeing the enterprise risk management program and evaluates and monitors risks related to the Company’s financial reporting requirements, system of internal controls, the internal audit program, the independent auditor, the compliance program and the information security program. The AC assesses cybersecurity and information technology risks and the controls implemented to monitor and mitigate these risks. The Chief Information Officer attends all bimonthly AC meetings and provides cybersecurity updates to the AC and Board. The Compensation and Human Resources Committee (CHRC) monitors and assesses risks associated with the Company’s employment and compensation policies and practices. The Public Policy and Governance Committee (PPGC) oversees various governance matters and risks related to public policy and environmental, health and safety matters affectingactivities, including climate and sustainability, that affect the Company.

DIRECTORNOMINATIONSANDEVALUATIONS

PROCESS FOR NOMINATING AND EVALUATING DIRECTORS

The PPGC solicits and receives recommendations for potential director candidates from shareholders, management, directors, professional search firms and other sources. In its assessment of each potential candidate, the PPGC considers each candidate’s professional experience, integrity, honesty, judgment, independence, accountability, willingness to express independent thought, understanding of the Company’s business and other factors that the PPGC determines are pertinent in light of the current needs of the Board. Candidates must have successful leadership experience and stature in their primary fields, with a background that demonstrates an understanding of business affairs as well as the complexities of a large, publicly-held company. In addition, candidates must have demonstrated an ability to think strategically and make decisions with a forward-looking focus and the ability to assimilate relevant information on a broad range of complex topics. In evaluating director candidates, the PPGC also considers key skills and experience related to the Company’s strategy for long-term profitable growth, which identifies services, expanded offerings and operational excellence as primary focus areas. Moreover, candidates must have the ability to devote the time necessary to meet a director’s responsibilities and serve on no more than four public company boards in addition to Caterpillar.

The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types enhances the performance of the Board and provides significant benefits to the Company. Accordingly, the PPGC takes into account the diversity of the Board in selecting new director candidates.

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DIRECTORRECRUITMENTPROCESS

CANDIDATE RECOMMENDATIONS		PPGC		BOARDOFDIRECTORS		SHAREHOLDERS
from Shareholders, Management, Directors, professional search firms and other sources		Discusses&Reviews Qualifications and Expertise Enterprise Strategy Board Needs Diversity Interviews RecommendsNominees		Discusses PPGC Recommendations Analyzes Independence Selects Nominees		Vote on Nominees at Annual Meeting

The following table summarizes certain key characteristics of the Company’s businesses and the associated qualifications, skills and experience that the PPGC believes should be represented on the Board.

NOMINATIONS FROM SHAREHOLDERS

The PPGC considers unsolicited inquiries and director nominees recommended by shareholders in the same manner as nominees from all other sources. Recommendations should be sent to the CorporateSecretary,510LakeCookRoad,Suite100,Deerfield,IL60015. Shareholders may nominate a director candidate to serve on the Board by following the procedures described in our bylaws. Deadlines for shareholder nominations for Caterpillar’s 20212023 Annual Meeting of Shareholders are included in the “Shareholder Proposals and Director Nominations for the 20212023 Annual Meeting” section on page 58.62.

The number of persons comprising the Caterpillar Board of Directors is currently established as 11. At the Annual Shareholder Meeting, the number of persons compromising the Board will decrease to 10. All of the Board’s nominees have consented to being named in this proxy statement and to serve if elected. If any of the Board’s nominees should become unavailable to serve as a Director prior to the Annual Meeting, the size of the Board and number of Board nominees will be reduced accordingly.

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DIRECTORCANDIDATEBIOGRAPHIESANDQUALIFICATIONS

Directors have been in their current positions for the past five years unless otherwise noted. Information is as of April 14, 2020.1, 2022. The Board has nominated the following individuals to stand for election for a one-year term expiring at the Annual Meeting of Shareholders in 2021.2023.

		KELLY A. AYOTTE	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Former U.S. Senator representing New Hampshire   Age 5153 Director since: 2017 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ The Blackstone Group Inc. ■ Boston Properties, Inc. ■ News Corporation	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ Bloom Energy Corporation
FormerSenatorAyotte provides the Board with leadership experience and in-depth knowledge in the areas of public policy, government and law from her experience as U.S. Senator, Attorney General, Deputy Attorney General and Chief of the Homicide Prosecution Unit for New Hampshire. She offers valuable insights on important public policy issues from her service on the Senate Commerce, Science and Transportation Committee and financial experience from her service on the Senate Budget Committee. In addition to the directorships mentioned above, former Senator Ayotte currently serves on three nonprofit boards that focus on human rights and other global issues.

		DAVID L. CALHOUN	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		President and CEO of The Boeing Company (aircraft(aviation and defense)   Age 6264 Director since: 2011 INDEPENDENT Presiding Director	OTHER CURRENT DIRECTORSHIPS: ■ The Boeing Company	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance, Chair
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ Gates Industrial Corporation plc ■ Nielsen Holdings plc
Mr.Calhoun has been President and CEO of The Boeing Company since 2020. Prior to leading Boeing, Calhoun served as senior managing director and head of portfolio operations at The Blackstone Group from 2014. Previously, he also served as executive chairman of the board for Nielsen Holdings from January 2014 to January 2016 and served as Nielsen CEO for seven years beginning in 2006. Mr. Calhoun began his career at The General Electric Company (GE), where he rose to vice chairman of the company and president and chief executive officer of GE Infrastructure, its largest business unit. During his 26 years at GE, he held a number of operating, finance and marketing roles, and led multiple business units, including GE Transportation and GE Aircraft Engines.HeEngines. He provides valuable insight and perspective to the Board on strategic and business matters, stemming from his extensive operational, executive and management experience with Blackstone and Nielsen and his previous roles at General Electric (GE).GE. He provides valuable insight and perspective to the Board on strategic and business matters, stemming from his extensive operational, executive and management experience. The Board elected Mr. Calhoun as Presiding Director in 2018.

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		DANIEL M. DICKINSON	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Managing Partner of HCI Equity Partners (private equity firm)   Age 5860 Director since: 2006 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ None	CATERPILLAR BOARD COMMITTEE ■ Audit, Chair
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ None
Mr.Dickinson has served as Managing Partner of HCI Equity Partners since 2001. His experience in mergers and acquisitions, private equity business and investment banking provides important insights for evaluating investment opportunities. Mr. Dickinson’s significant financial experience, both in the U.S. and internationally, contributes to the Board’s understanding and ability to analyze complex issues. His experience as a former director of a large, publicly-tradedpublicly traded multinational corporation enables him to provide meaningful input and guidance to the Board.

	JUAN GALLARDO	ChairmanGERALD JOHNSON	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Executive Vice President, Global Manufacturing and Former CEOSustainability of Organización CULTIBA, S.A.B. de C.V. (beverage industry)General Motors Company (manufacturing)   Age 7259 Director since: 19982021 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Grupo Aeroportuario del Pacifico, S.A.B. de C.V. ■ Grupo Financiero Santander Mexico, S.A.B. de C.V. ■ Organización CULTIBA, S.A.B. de C.V.None	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ LafargeHolcim Ltd.
Mr.Gallardo is Chairman of Organización CULTIBA, S.A.B. de C.V. where he retired as CEO in February 2016. Mr. Gallardo resides in Mexico, where Caterpillar has a presence. The Board believes Mr. Gallardo’s international business experience, particularly in Latin America, is important for the Company’s understanding of these markets. His extensive background and active engagement in trade-related issues also contributes to the Board’s expertise. In addition, his experience as a CEO and director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board in many areas, including risk oversight and strategy.

	WILLIAM A. OSBORN Former Chairman and CEO of Northern Trust Corporation and The Northern Trust Company (financial services) Age 72 Director since: 2000 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Abbott Laboratories ■ General Dynamics Corporation	CATERPILLAR BOARD COMMITTEE ■ Audit OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
Mr.Osborn Johnson retiredhas served as Chairman in 2009Executive Vice President, Global Manufacturing and Sustainability of General Motors Company (GM) since April 2019. Prior to that he served as CEO in 2008 of Northern Trust CorporationVice President North America Manufacturing and The Northern Trust Company.Labor Relations from August 2017 to March 2019 and Vice President Global Operational Excellence from July 2014 to July 2017. He leads GM’s Global Manufacturing, Sustainability Manufacturing Engineering and Labor Relations organizations. He provides valuable insight and perspective to the Board withon strategic and business matters stemming from his extensive knowledge of global manufacturing operations, strategy and business development, customer and product support and technology and sustainability.

		DAVID W. MACLENNAN	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Board Chair and CEO of Cargill, Inc. (food and agriculture) Age 62 Director since: 2021 INDEPENDENT	■ Ecolab Inc.	■ Audit
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ None
Mr. MacLennan has served as Chief Executive Officer of Cargill, Inc. since December 2013 and Board Chair since September 2015. Mr. MacLennan has held several executive positions since beginning his career at Cargill in 1991. He provides valuable financial expertiseinsight and experience. In addition,perspective to the Board stemming from his extensive leadership in global manufacturing operations, risk management, government and regulatory affairs and technology. Mr. MacLennan was brought to the attention of the Board through his experience as a CEO and directorchief executive officer of othera large publicly-traded corporations enables himmultinational corporation with operations relevant to provide meaningful input and guidance in many areas, including public company governance, corporate finance and risk oversight.the Company’s business.

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		DEBRA L. REED-KLAGES	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Former Chairman and CEO of Sempra Energy (energy infrastructure and utilities)   Age 6365 Director since: 2015 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Chevron Corporation ■ Lockheed Martin Corporation	CATERPILLAR BOARD COMMITTEE ■ Compensation and Human Resources, Chair
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ Halliburton Company ■ Oncor Electric Delivery Company LLC ■ Sempra Energy
Ms.Reed-Klages retired as Chairman of the Board and CEO of Sempra Energy in 2018, having served in these roles since 2012 and 2011, respectively. The power, oil and gas industries are key end-user markets for Caterpillar products and the Board believes Ms. Reed-Klages’ background provides valuable insights into trends in these industries. In addition, her experience as a CEO and director of other large, publicly-tradedpublicly traded corporations enables her to provide meaningful input and guidance to the Board. Ms. Reed-Klages’ areas of expertise include commodity markets, sustainability, finance and international operations.compensation.

		EDWARD B. RUST, JR.	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Former Chairman and CEO of State Farm Mutual Automobile Insurance Company (insurance)   Age 6971 Director since: 2003 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Helmerich & Payne, Inc. ■ S&P Global Inc.	CATERPILLAR BOARD COMMITTEE ■ Audit
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ None
Mr.Rust retired as Chairman in 2016 and as CEO in 2015 of State Farm Mutual Automobile Insurance Company. His financial and business experience is valuable to the Board. His role as a past Chairman of the U.S. Chamber of Commerce, CEO of a major national corporation and experience as a director of other large, publicly-tradedpublicly traded multinational corporations enables him to provide meaningful input and guidance to the Board, including with respect to public company governance and strategy. In addition, his extensive involvement in education improvement complements the Company’s culture of social responsibility.

		SUSAN C. SCHWAB	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP (global law firm)   Age 6567 Director since: 2009 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ The Boeing Company ■ FedEx Corporation ■ Marriott International, Inc.	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ NoneThe Boeing Company
AmbassadorSchwab has been Professor Emerita at the University of Maryland School of Public Policy since 2009 and Strategic Advisor for Mayer Brown LLP since 2010. She was a Professor at the University of Maryland, where she still teaches, between 2009 and 2020. Previously, she held various positions previously,in government, including as U.S. Trade Representative (member of the President’s Cabinet) and as Assistant Secretary of Commerce. Ambassador Schwab brings extensive knowledge, insight and experience on international trade and commerce issues to the Board. Her educational experience and role as the U.S. Trade Representative provide important insights for the Company’s global business model and long-standing support of open trade. In addition, her experience as a director of other large, publicly-tradedpublicly traded multinational corporations enables her to provide meaningful input and guidance to the Board, including on strategy and the evaluation of global economic conditions. In 2022, she became board chair of the National Foreign Trade Council (NFTC).

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		D. JAMES UMPLEBY III Chairman and CEO of Caterpillar Inc.   Age 6264 Director since: 2017 MANAGEMENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
			■ Chevron Corporation	CATERPILLAR BOARD COMMITTEE ■ None
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ None
Mr.Umpleby has been CEO of Caterpillar since January 1, 2017, and was elected Chairman of the Board in 2018. He served as a Group President of Caterpillar from 2013 to 2016 with responsibility for Caterpillar’s Energy & Transportation segment and served as a Caterpillar Vice President and President of Solar Turbines from 2010 to 2012. Mr. Umpleby developed a deep knowledge of the Company and its end markets by serving in a wide range of leadership roles. He has extensive international experience and has worked in manufacturing, engineering, marketing, sales and services. Mr. Umpleby’s strategic planning and execution skills, along with his extensive industry experience, enables him to provide effective leadership of the Company and the Board.

	MILES D. WHITE Executive Chairman of the Board, Abbott Laboratories (medical devices and biotechnology) Age 65 Director since: 2011 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Abbott Laboratories ■ McDonald’s Corporation	CATERPILLAR BOARD COMMITTEE ■ Compensation and Human Resources, Chair OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
	Mr.White serves as Executive Chairman of the Board of Abbott Laboratories. Mr. White, who joined Abbott in 1984, served as Abbott’s Chairman and CEO from 1999 to 2020. His experience leading a large, complex multinational company provides important insight to the Board. Mr. White’s skills include knowledge of cross-border operations, strategy and business development, risk assessment, finance, leadership development and succession planning, and corporate governance matters. In addition to his role with Abbott Laboratories, Mr. White’s experience as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board.

	RAYFORD WILKINS, JR. Former CEO of Diversified Businesses at AT&T Inc. (telecommunications)   Age68 70 Director since: 2017 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		■ Morgan Stanley ■ Valero Energy Corporation	CATERPILLAR BOARD COMMITTEE ■ Compensation and Human Resources
			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ None
Mr.Wilkins retired as CEO of Diversified Businesses at AT&T Inc. in 2012. His expertise and oversight experience in the information technology arena is valuable to the Board. In addition, Mr. Wilkins’ experience as a CEO and director of other large, publicly-tradedpublicly traded corporations enables him to provide meaningful input and guidance to the Board, including with respect to corporate finance and customer and product support.

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DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2019.2021. Mr. Umpleby, who served as Chairman and CEO during 2019,2021, did not receive separate compensation for his service on the Board.

Compensation for non-employee directors for 20192021 was comprised of the following components:

Directors are required to own Caterpillar common stock equal to five times their annual cash retainer. Directors have a five-year period from the date of their election or appointment to meet the target ownership guidelines. All Directors are in compliance with these guidelines. In addition, under the Company’s Directors’ Deferred Compensation Plan, directors may defer 50 percent or more of their annual cash retainer and stipend into an interest-bearing account or an account representing phantom shares of Caterpillar stock, and effective for grants made on or after January 1, 2019, directors may defer 50 percent or more of any stock-based compensation (other than options and stock appreciation rights) upon vesting into an account representing phantom shares of Caterpillar stock. Directors that joined the Board prior to April 1, 2008, also are able to participate in a Charitable Award Program, under which a donation of up to $500,000 will be made by the Company in the director’s name to charitable organizations selected by the director and a donation of up to $500,000 also will be made by the Company in the director’s name to the Caterpillar Foundation. Directors derive no financial benefit from the Charitable Award Program.

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DIRECTOR COMPENSATION FOR 20192021

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BOARDELECTIONANDLEADERSHIPSTRUCTURE

Directors are elected at each annual meeting to serve for a one-year term. In uncontested elections, directors are elected by a majority of the votes cast for such directorship. If an incumbent director does not receive a greater number of “for” votes than “against” votes, such director must tender his or her resignation to the Board. In contested elections, directors are elected by a plurality vote.

The mandatory retirement age for directors is 74. Each director who will have reached the age of 74, on or before the date of the next shareholders’ meeting, shall not stand for re-election at that annual meeting of the shareholders without an express waiver by the Board.

Under Caterpillar’s bylaws, the directors annually elect a Chairman. The Board has no fixed policy on whether to have an executive or non-executive chairman and believes this determination should be made based on the best interests of the Company and its shareholders in light of the circumstances at the time. On the recommendation of the PPGC, in 2021, the Board has elected D. James Umpleby III as its Chairman and David L. Calhoun as its Presiding Director.

In the role of Presiding Director, Mr. Calhoun provideshas provided strong independent oversight of management and servesserved as a liaison between the independent directors and the Chairman and CEO, as further described below. Mr. Calhoun also leadsled the Board’s annual evaluation of Mr. Umpleby, and the independent members of the Board set Mr. Umpleby’s compensation annually based on the recommendation of the Compensation and Human Resources Committee.

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DUTIESANDRESPONSIBILITIESOFPRESIDINGDIRECTOR

The Board believes it is important to maintain flexibility as to the Board’s leadership structure. The Board will continue to regularly review its leadership structure and exercise its discretion in adopting an appropriate and effective framework to assureensure effective governance and accountability, taking into consideration the needs of the Board and the Company.

CORPORATEGOVERNANCEGUIDELINESANDCODEOFCONDUCT

Our Board has adopted Guidelines on Corporate Governance Issues (Corporate Governance Guidelines), which are available on our website at www.caterpillar.com/governance. The guidelines reflect the Board’s commitment to oversee the effectiveness of policy and decision-making both at the Board and management level, with a view to enhance shareholder value over the long term.

Caterpillar’s codeCode of conductConduct is called Our Values in Action. Integrity, Excellence, Teamwork, Commitment and Sustainability are the core values identified in the code. Our Values in Action apply to all members of the Board and to management and employees worldwide. These values embody the high ethical standards that Caterpillar has upheld since its formation in 1925. Our Values in Action isare available on our website at www.caterpillar.com/code.

BOARDEVALUATIONPROCESS

The Board conducts an annual self-evaluation to determine whether the Board and its committees are functioning effectively. In 2019,2021, the Chairman of the Public Policy and Governance Committee interviewed each Board member to solicit their feedback. The Public Policy and Governance Committee Chairman then led a discussion during the Board’s executive session. Each of the committees of the Board followed a similar process and reported to the Board on the outcome of their self-evaluations. The self-evaluation provides the Board with actionable feedback to enhance its performance and effectiveness.

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BOARDCOMMITTEES

The Board currently has three standing committees: Audit, Compensation and Human Resources and Public Policy and Governance. Each committee meets regularly throughout the year, reports its actions and recommendations to the Board, receives reports from management, annually evaluates its performance and has the authority to retain outside advisors at its discretion. The current primary responsibilities of each committee are summarized below and set forth in more detail in each committee’s written charter, which can be found on Caterpillar’s website at www.caterpillar.com/governance. All committee members are independent under Company, NYSE and SEC standards applicable to Board and committee service, and the Board has determined that each member of the Audit Committee is “financially literate” and an “audit committee financial expert” as defined under SEC rules.

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AUDIT COMMITTEE

COMPENSATIONANDHUMANRESOURCESCOMMITTEE

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PUBLICPOLICYANDGOVERNANCECOMMITTEE

2020 BOARD RESTRUCTURING

In accordance with our Guidelines on Corporate Governance Issues and corporate governance best practices, the Board annually reviews its approach to corporate governance and the charters of its standing committees. The Board recognizes shareholders’ increasing interest in, among other topics, environmental (E), social (S) and governance (G) (collectively, ESG) issues and believes that each of its committees has a role to play in the governance of the Company’s ESG-related responsibilities, disclosures and commitments. As a result, in April 2022, the Board decided to restructure certain of its committees to better address the changing needs of the Company and the evolving regulatory and governance landscape. The Board accordingly split the PPGC into two separate committees: the Nominating & Governance Committee (NGC) and the Sustainability & other Public Policy Committee (SPPC). This restructuring will be effective following the regular meeting of the Board scheduled for June 8, 2022.

As part of its evaluation in how best to affect this committee restructuring, the Board determined that the NGC should retain most of the nominating and corporate governance responsibilities previously exercised by the PPGC. Similarly, the Board concluded that the SPPC should retain oversight responsibilities of all public policy matters previously exercised by the PPGC. In addition, the new SPPC will have explicit oversight over sustainability, social and public policy matters, including those related to environmental, climate change, human rights and lobbying.

The members of the new NGC are expected to be Ms. Reed-Klages (Chair), Mr. Calhoun and Mses. Ayotte and Schwab. The members of the new SPPC are planned to be Ms. Ayotte (Chair), Messrs. Calhoun, Johnson and MacLennan and Ms. Schwab.

The Board believes that having separate committees to oversee these areas of focus will provide enhanced oversight of these crucial and evolving activities. Each new committee will be comprised solely of directors who have been determined to meet the definition of an independent director in accordance with the NYSE listing standards.

In addition, the Board determined to create an Executive Committee to act with the authority of the Board between regularly scheduled meetings. The Executive Committee will also have the authority to approve dividends, authorize share repurchases and authorize long term debt issuances in excess of $1 billion. The Executive Committee will also oversee future CEO succession management processes. The full Board will retain its current oversight responsibility with respect to selection, timing and method of future CEO transitions. The members of the Executive Committee are planned to be the committee chairs and the presiding director.

The Board will adopt new charters for each of the committees that set forth a more detailed statement of the respective committee’s roles and responsibilities. These charters will be posted on the Company’s website on the effective date of the restructuring.

In addition, the Board determined to appoint Ms. Reed-Klages as presiding director. This change will be effective following the annual shareholder meeting scheduled for June 8, 2022.

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DIRECTORINDEPENDENCEDETERMINATIONS

The Company’s Guidelines on Corporate Governance Issues establish that no more than two non-independent directors may serve on the Board at any point in time. A director is “independent” if he or she has no direct or indirect material relationship with the Company or with senior management of the Company and their respective affiliates. Annually, the Board makes an affirmative determination regarding the independence of each director based upon the recommendation of the PPGC and in accordance with the standards in the Company’s Guidelines on Corporate Governance Issues, which are available on our website at www.caterpillar.com/governance.

Applying these standards, the Board determined that each of the director nominees, and all other directors who served during 2019,2021, met the independence standards except Mr. Umpleby, who is a current employee of the Company.

COMMUNICATIONWITHTHEBOARD

Shareholders, employees and all other interested parties may communicate with any of our directors individually, our Board as a group, our independent directors as a group or any Board committee as a group by email or regular mail:

BY EMAIL	BY MAIL
send an email to directors@cat.com	mail to Caterpillar Inc. c/o Corporate Secretary 510 Lake Cook Road, Suite 100 Deerfield, IL 60015

CONTACTING CATERPILLAR

While the Board oversees management, it does not participate in day-to-day management functions or business operations. If you wish to submit questions or comments relating to these matters, please use the Contact Us form on our website at www.caterpillar.com/contact, which will help direct your message to the appropriate area of our Company.

All communications regarding personal grievances, administrative matters, the conduct of the Company’s ordinary business operations, billing issues, product or service related inquiries, order requests and similar issues will be directed to the appropriate individual within the Company. The Chairman of the Board has instructed the Chief Legal Officer, General Counsel and Corporate Secretary to consult with him if she is unsure who should receive the communication.

INVESTOROUTREACH

We conduct an annual governance review and shareholder outreach throughout the year to ensure management and the Board understand and consider the issues that matter most to our shareholders and reflect the insights and perspectives of our many stakeholders.

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POLITICALCONTRIBUTIONSANDLOBBYING

The actions that governments take can impact the Company, our employees, customers and shareholders. It is important for government leaders to understand the impact of such actions. For this reason, the Company participates in the political process and advocates in a responsible and constructive manner on issues that advance the Company’s goals and protect shareholder value. To promote transparency and good corporate citizenship, the Company provides voluntary disclosure relating to its political contribution activities and its political action committee, its engagement in public policy issues and global issues of importance to the Company, including detailed information on the Company’s position with respect to such issues. This information is disclosed on our website at https://www.caterpillar.com/contributionsen/company/governance/political-engagement.html and includes an itemized list of organizations and individuals that received political contributions from Caterpillar or the Caterpillar Political Action Committee. It also includes a summary of some of the public policy issues important to the Company that may cause us to engage in public advocacy. Caterpillar’s political and advocacy activities at the state, federal and international levels are managed by the Vice President, Global Government & Corporate Affairs, who coordinates and reviews with senior management the legislative and regulatory priorities that are significant to the Company’s business, as well as related advocacy activities. To ensure appropriate Board oversight of political activities, the Board’s Public Policy and Governance Committee reviews the Company’s policy on political activitiesspending and contributions and Caterpillar’sits significant political activities, including corporate political contributions, political contribution activities of the Caterpillar Political Action Committee, trade association participation and Caterpillar’s legislative and regulatorylobbying priorities.

RELATEDPARTYTRANSACTIONS

Caterpillar has a written policy governing the approval of transactions with the Company that are expected to exceed $120,000 in any calendar year in which any director, executive officer or their immediate family members will have a direct or indirect material interest. Under the policy, all such transactions must be approved in advance or ratified by the PPGC.

The director or officer must submit the details of the transaction to the Company’s Chief Legal Officer & General Counsel and the Corporate Secretary, including whether the related person or his or her immediate family member has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of an entity involved in the transaction). The Chief Legal Officer & General Counsel and the Corporate Secretary will then submit the matter to the PPGC for its consideration.

From time to time, related persons of Caterpillar may purchase products or services of the Company and its subsidiaries. In connection with these purchases, Caterpillar may provide marketing support directly or indirectly through independent dealers, consistent with sales under similar circumstances to unaffiliated third parties.

Mr. Joseph Creed’s brother-in-law is employed by the Company as a Product Supply Network Engineer and, consistent with the Company’s compensation policies applicable to other employees of similar title and responsibility, earned aggregate annual compensation of approximately $142,000 for fiscal 2021.

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AUDIT

PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL SNAPSHOT

What am I voting on?

Shareholders are being asked to approve the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers (PwC) as the Company’s independent auditor for 2022.

Board Voting Recommendation:

FOR SNAPSHOT What am I voting on? Shareholders are being asked to approve the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers (PwC) as the Company’s independent auditor for 2020. Board Voting Recommendation: FORthe ratification of our independent registered public accounting firm.

The Audit Committee (AC) is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. PwC has been Caterpillar’s independent auditor since 1925. Through its extensive experience with the Company, PwC has gained institutional knowledge and a deep understanding of the Company’s operations and business, accounting policies and practices and internal control over financial reporting. The AC believes that the retention of PwC to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders. If the appointment of PwC is not approved by the shareholders, the AC will consider whether it is appropriate to select another independent auditor. Even if the appointment of PwC is ratified, the AC, in its discretion, may direct the appointment of a different independent auditor at any time during the year if it determines that such a change would be in the Company’s best interests.

Representatives of PwC will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so.

AUDITFEESANDAPPROVALPROCESS

The AC pre-approves all audit and non-audit services to be performed by the independent auditors in compliance with the Sarbanes-Oxley Act and the Securities and Exchange Commission (SEC) rules regarding auditor independence. The policies and procedures are detailed as to the particular service and do not delegate the AC’s responsibility to management. The policies and procedures address any service provided by the independent auditors and any audit or audit-related services to be provided by any other audit service provider. The pre-approval process includes an annual and interim component.

Annually, not later than February of each year, management and the independent auditors jointly submit a service matrix of the types of audit and non-audit services that management may wish to have the independent auditor perform for the current year. The service matrix categorizes the types of services by audit, audit-related, tax and all other services. Management and the independent auditors jointly submit an annual pre-approval limits request. The request lists aggregate pre-approval limits by service category. The request also lists known or anticipated services and associated fees. The AC approves or rejects the pre-approval limits and each of the listed services on the service matrix.

During the course of the year, the AC chairman has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. However, all services, regardless of fee amounts, are subject to restrictions on the services allowable under the Sarbanes-Oxley Act and SEC rules regarding auditor independence. In addition, all fees are subject to ongoing monitoring by the AC.

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INDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRMFEEINFORMATION

Fees for professional services provided by our independent auditor included the following (in millions):

ANONYMOUSREPORTINGOFACCOUNTINGANDOTHERCONCERNS

The AC has established a means for the anonymous and other reporting (where permitted by law) of (i) suspected or actual violations of the code of conduct, our enterprise policies or applicable laws, including those related to accounting practices, internal controls or auditing matters and procedures; (ii) theft or fraud of any amount; (iii) insider trading; (iv) issues with respect to the performance and execution of contracts; (v) conflicts of interest; (vi) violations of securities and antitrust laws; (vii) violations of prohibited harassment policy; and (viii) violations of any applicable anti-bribery law.

Any employee, supplier, customer, shareholder or other interested party can submit a report via the following methods:

AUDITCOMMITTEEREPORT

The AC operates under a written charter adopted by the Board of Directors, and each of its members meets the independence and financial literacy standards contained in the NYSE Listed Company rules, SEC rules and Caterpillar’s Guidelines on Corporate Governance Issues. The Board has determined that each member of the AC qualifies as an audit committee financial expert under SEC rules and has accounting or related financial management expertise.

Management is responsible for the Company’s internal controls and the financial reporting process. PwC, acting as independent auditor, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (PCAOB).

The AC has discussed with the Company’s independent auditor the overall scope and execution of the independent audit and has reviewed and discussed the audited financial statements with management. The AC also discussed with the independent auditors other matters required by PCAOB auditing standards.standards and SEC rules.

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The independent auditors provided to the AC the written communications required by applicable standards of the PCAOB regarding the independent accountant’s communications with the AC concerning independence, and the AC discussed the independent auditors’ independence with management and the auditors. The AC also considered whether the provision of other non-audit services by the Company’s independent auditors to the Company is compatible with maintaining independence.

The AC concluded that the independent auditors’ independence had not been impaired.

Based on the reviews and discussion referred to above, the AC recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2021.

By the members of the Audit Committee:

Daniel M. Dickinson, Chairman

William A. OsbornDavid W. MacLennan

Edward B. Rust, Jr.

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COMPENSATION

PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL SNAPSHOT

What am I voting on? Shareholders are being asked to approve, on an advisory basis, the compensation of named executive officers as disclosed in this proxy statement. Board Voting Recommendation: PROPOSAL SNAPSHOT

What am I voting on?

Shareholders are being asked to approve, on an advisory basis, the compensation of named executive officers as disclosed in this proxy statement.

Board Voting Recommendation:

FORapproval of executive compensation.

On an annual basis, and in compliance with Section 14A of the Securities Exchange Act of 1934, shareholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the compensation of Caterpillar’s named executive officers as described under ‘Compensation Discussion and Analysis,’ the compensation tables and the narrative discussion associated with the compensation tables in Caterpillar’s proxy statement for its 20202022 Annual Meeting of Shareholders is hereby APPROVED.”

At the Company’s 2017 annual meeting of shareholders our shareholders indicated their preference to hold the non-binding shareholder vote to approve the compensation of our named executive officers each year. Accordingly, the Company currently intends to hold such votes annually. The next vote to approve the compensation of our named executives is expected to be held at the Company’s 2023 Annual Meeting of Shareholders. This vote is advisory and therefore not binding on Caterpillar, the Compensation and Human Resources Committee (CHRC) or the Board. The Board and the CHRC value the opinion of Caterpillar’s shareholders, and to the extent there is any significant vote against Caterpillar’s named executive officer compensation, the Board will consider the reasons for such a vote, and the CHRC will evaluate whether any actions are necessary to address those concerns.

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COMPENSATION DISCUSSION & ANALYSIS

EXECUTIVESUMMARY

GOVERNANCEANDPAYFORPERFORMANCEPHILOSOPHY

The Compensation and Human Resources Committee (CHRC) believes the executive compensation program at Caterpillar should be structured to align the interests of executives andwith those of our shareholders. Their interest liesThese interests are aligned in rewarding value creation at all stages of the business cycle and providing an increasing percentage of performance-based compensation at higher levels of executive responsibility. This performance-based compensation should be both market competitive and internally equitable.

Changes made over the years to further align pay with performance have received favorable feedback from our shareholders, and support for our 20192021 “say on pay” vote of 9594 percent reflects this positive response.

In 2019,2021, we continued our shareholder outreach on environmental, social and governance (including sustainability, climate and diversity & inclusion), and executive compensation topics, reaching out to thewith holders of approximately 4046 percent of our outstanding shares, to discuss various matters including governance, executive compensation, sustainability and operational performance.shares. In these meetings, our shareholders generally expressed a continued positive view with respect to our executive compensation program.program and our diversity & inclusion disclosure.

After considering feedback received from our shareholders through our outreach efforts and the 20192021 “say on pay” results, the CHRC determined that the Company’s executive compensation philosophy, compensation objectives and compensation elements continued to be appropriate and made only modestdid not make any material changes to the executive compensation program.program for 2021. However, as communicated in October 2021, the Board of Directors has incorporated ESG in the 2022 incentive plan for Executive Officers. More information will be disclosed in the 2023 Proxy Statement.

The CHRC conducts an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives and to monitor the program’s alignment with its strategic business objectives. In connection with this ongoing review, and based on feedback received through our shareholder outreach, the CHRC continues to implement and maintain what it believes are best practices for executive compensation and governance. Below is a summary of those practices:

WHAT WE DO			WHAT WE DON’T DO
	Robust stock ownership requirements			No individual change-in-control agreements
	RobustThorough annual benchmarking process			No tax gross-ups on change-in-control benefits
	Rigorous CHRC oversight of incentive metrics, goals and pay/performance relationship			No backdating, repricing or granting of option awards retroactively
	Clawback Policy
	Limited executive perquisites
	Strict anti-hedging and anti-pledging policies
	Independent compensation consultant

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COMPENSATION PROGRAM STRUCTURE

We are committed to developing and implementing an executive compensation program that directly aligns the interests of our Named Executive Officers (NEOs) with the long-term interests of shareholders. To that end, the objectives of the Company’s executive compensation program are to attract, motivate and retain talented executive officers who will improve the company’sCompany’s performance and provide long-term strategic leadership. ThemajorityoftargetedtotalcompensationforourNEOsisequity-based,vestsovermultipleyearsandistieddirectlytolong-termvaluecreationforshareholders. NEO compensation is composed of three primary components:

BASESALARY		ANNUALINCENTIVEPLAN(AIP)		LONG-TERMINCENTIVE
Competitivepaytoattractand retain talentedexecutives		AnopportunitytoearnanannualcashawardbasedontheCompany’sfinancialperformanceandstrategicbusinessobjectives		Amixofperformance-basedrestrictedstockunits(PRSUs)and stockoptionstoalignmanagement’sinterestswithlong-termshareholders’interests

Approximately 90percent of our CEO’s 20192021 total targeted compensation was variableand/orat-riskcompensation, including 50 percent of long-term incentives delivered in the form of PRSUs.performance based PRSUs with an ROE performance metric and the other 50 percent delivered in the form of stock options.

2021 CEO COMPENSATION ELEMENTS

*

50% of long-term incentives have performance-based vesting conditions.

2019 CEO COMPENSATION ELEMENTS

 

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BUSINESS PERFORMANCE AND RESULTS

The COVID-19 pandemic caused a global recession, and the sustainability of the economic recovery observed in 2021 remains unclear. The ultimate impact of the COVID-19 pandemic on the Company’s financial and operational results will be determined by the length of time that the pandemic continues, its effect on the demand for the Company’s products and services and the supply chain, as well as the effect of governmental regulations imposed in response to the pandemic. The overall magnitude of the COVID-19 pandemic and the continued fluidity of the situation could materially and adversely impact our business, results of operations and/or financial condition.

Despite the challenges and uncertainty associated with the COVID-19 pandemic, Caterpillar delivered strongsolid operational performance in 2021, including a 22% increase in sales and achievedrevenues, and ended the year with our best safety performance on record for the third year in 2019. a row. We remained disciplined and focused on maintaining control of our structural costs, achievingwhich helped us achieve an Enterprise Operating Profit Margin*operating profit margin of 15.4% on $53.8 billion13.5%. Adjusted operating profit margin of sales and revenues for the year.13.7% was within our 2019 Investor Day target range. We generated strong operating cash flow and as a result, were able to return $6.2$5.0 billion to shareholders including $4.0 billion inthrough dividends and share repurchases. We also raised the dividend by 20% in 2019 and paid dividendsrepurchases, which represented 83% of $2.1 billion, maintaining our status as a Dividend Aristocrat. We achieved our 2019 Investor Day Targets for operating margin and returned substantially all Machinery, Energy & Transportation (ME&T) free cash flowflow. Our total cumulative shareholder return for the 5-year period ending December 31, 2021, continued to shareholders.outperform the S&P 500 and related indexes. We also increased our dividend in 2021 and paid dividends of $2.3 billion, continuing our status as a Dividend Aristocrat.

 

Ourkeyfinancialandbusinessresultsfor2019 2021 includedthefollowing:

 

PROFITABLE GROWTH

SALES AND REVENUES

*

Enterprise Operating Profit was used in determining performance under our Annual Incentive Plan for 2021.

**

Adjusted Profit Per Share is a non-GAAP measure and a reconciliation to the most directly comparable GAAP measure is included on page 65.

 

2020 STRONG BALANCE SHEET AND CASH FLOW

Operating Cash Flow $7.2 billion

Year-end enterprise cash balance$9.3 billion

TOTAL SHAREHOLDER RETURN

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IMPORTANT INFORMATION REGARDING FISCAL 2020 AND 2021 COMPENSATION

FOR NAMED EXECUTIVE OFFICERS

2020 RECAP

■ Due to the potential impact of COVID-19 on the Caterpillar business, in March 2020 the CHRC recommended, and the Board approved, no annual incentive payments to the NEOs for 2020 performance and no base salary increases for the NEOs in 2020.

2021 HIGHLIGHTS

■ Despite the challenges and uncertainty associated with the COVID-19 pandemic, Caterpillar delivered solid operational performance in 2020, achieving performance targets communicated in the 2019 Investor Day. Due to this 2020 performance, the CHRC resumed the annual incentive plan for 2021 and awarded base salary increases to the NEOs. ■ In October 2021, the Board of Directors announced that it will incorporate ESG in the 2022 incentive plan for executive officers, more information will be disclosed in the 2023 Proxy Statement.

Due to the potential impact of the COVID-19 pandemic on Caterpillar’s business, management recommended that all Named Executive Officers not receive a 2020 base salary increase or an Annual Incentive Plan payment for 2020 fiscal year results. The CHRC and Board of Directors took the actions necessary to implement these recommendations by management.

PAY OUTCOMES DEMONSTRATE ALIGNMENT WITH COMPANY PERFORMANCE

Consistent with the CHRC’s pay-for-performance philosophy, these business results were reflected in the resulting pay decisions made for our CEO and the other NEOs in 2019.2021. Compensation outcomes for 20192021 included the following items:

BASE SALARY	■ Named Executive Officers (other than the CEO)CEO and the newly promoted Group President) received an average base salary adjustment of 4.13.7 percent.
ANNUAL INCENTIVE	■ Annual incentive awards for 20192021 paid out, on average, at 85172% percent of target.
LONG-TERM INCENTIVE	■ Based on the Company’s 1-, 3- and 5-year relative Total Shareholder Return (TSR) at the end of 2018,2020, the 20192021 equity grant to the CEO was set at 50th75th percentile of the compensation peer group and at or below the 50th80th percentile for the other NEOs.(1)

(1)

Long-Term Incentive Grant Sizing detail is provided on page 39.

 

 

CEO COMPENSATION

In 2019,2021, the CHRC recommended and the Board approved a 6.7%3.1% increase to Mr. Umpleby’s base salary in recognition of his strong safety, financial and operational performance, despite the unprecedented challenges and uncertainty associated with the COVID-19 pandemic, and to further align his target compensation with the peer group median. Similarly, the Board approved a ten percent adjustment to his annual incentive for 2019. This adjustment recognized Mr. Umpleby’s demonstrated leadership in advancing the enterprise services growth strategy and for leading operational excellence improvements resulting in more durable profitability — notably, delivering greater operating margins as a percent of sales — a key driver of long-term shareholder value and the foundation of higher market multiples. The annual incentive was paid at 83%167% of target.target, which reflects Company’s strong results in 2021. Mr. Umpleby’s 20192021 Long-Term Incentive grant was setawarded at the 50^th75th percentile of the Company’s peer group reflecting achievement of upper quartile relative performance for 1-year TSR (81^stpercentile); strong 3-year TSR (63^rd percentile) and exceptional 5-year TSR (94^th percentile) compared to the compensation peer group; as well as the robust strength of the Company’s overall TSR resultsthree-year ROE performance and his leadership delivering strong operational, safety and financial performance achievements.

despite the unprecedented challenges of the COVID-19 pandemic.

 

* Target Value Includes: Salary of $1,600,000;$1,650,000; annual incentive of $2,800,000;$2,887,500 and LTI grant of $10,900,000.$11,800,000. Total Target Value: $15,300,000.$16,337,500 ** Actual Value Includes: Salary of $1,575,000$1,637,500 (due to proration); annual incentive of $2,336,000;$4,792,980 and LTI grant of $10,900,000.$17,500,000. Total Actual Value: $14,811,000.$23,930,480

 

 2022 2020 PROXY STATEMENT    3132

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COMPENSATION DISCUSSION & ANALYSIS

THE COMPENSATION PROCESS

THE COMPENSATION AND HUMAN RESOURCES COMMITTEE (CHRC)

The CHRC is responsible for the executive compensation program design and decision-making process for NEO compensation. Regular reviews are conducted of the Company’s executive compensation practices, including the methodologies for setting NEO total compensation, the goals of the program and the underlying compensation philosophy. Recommendations and market data are provided to the CHRC by the independent compensation consultant to make decisions, as appropriate, regarding NEO compensation based on the assessment of performance and achievement of Company goals. The CHRC also exercises its judgment as to what is in the best interests of the Company and its shareholders.

 

 

 

COMPENSATION CONSIDERATIONS

The CHRC, with the support of management and its independent compensation consultant and management, considers many aspects of the Company’s financial and operational performance and other factors when making executive compensation decisions including, but not limited to:

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Long-term shareholder value creation

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The cyclical nature of the business

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Performance relative to financial guidance provided throughout the year

INDEPENDENT COMPENSATION CONSULTANT

The CHRC retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant during 2019.2021. Meridian provides executive and director compensation consulting services, including advice regarding the design and implementation of compensation programs, market information, regulatory updates and analyses and trends on executive compensation and benefits. Interactions between Meridian and management are generally limited to discussions on behalf of the CHRC or as required to fulfill requests at itsthe CHRC’s direction. During 2019,2021, Meridian did not provide any other services to the Company. Based on these factors, the CHRC’s evaluation of Meridian’s independence pursuant to the requirements approved and adopted by the SEC and NYSE, and information provided by Meridian, the CHRC determined that the work performed by Meridian did not raise any conflicts of interest.

 2022 2020 PROXY STATEMENT    3233

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BENCHMARKING COMPENSATION TO PEERS

20192021 COMPENSATION PEER GROUP