The Compensation and Human Resources Committee (CHRC) believes the executive compensation program at Caterpillar should be structured to align the interests of executives ~~and~~with those of our shareholders. ~~Their interest lies~~These 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 ~~2019~~2022 “say on pay” vote of 9594 percent reflects this positive response.

In ~~2019,~~2022, we continued our shareholder outreach on environmental, social and governance (including sustainability, climate and diversity & inclusion), and executive compensation topics, ~~reaching out to the~~with holders of approximately 4042 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 ~~2019~~2022 “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 modest changes to~~appropriate. As previously communicated, the board incorporated ESG into the annual incentive plan in 2022 for executive ~~compensation program.~~officers, see pages 51-52 for details.

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:

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’s~~Company’s performance and provide long-term strategic leadership. ThemajorityoftargetedtotalcompensationforourNEOsisequity-based,vestsovermultipleyearsandistieddirectlytolong-termvaluecreationforshareholders. NEO compensation is composed of three primary components:

Approximately 9091 percent of our CEO’s ~~2019~~2022 total targeted compensation was variableand/orat-riskcompensation, including 50 percent of long-term incentives delivered in the form of ~~PRSUs.~~performance-based PRSUs with a Return on Equity (ROE) performance metric and the other 50 percent delivered in the form of stock options.

BUSINESS PERFORMANCE AND RESULTS

In 2022, Caterpillar ~~delivered strong operational performance~~achieved one of the best years in our nearly 100-year history, including full-year adjusted profit per share⁽¹⁾ of $13.84. Despite supply chain challenges, Caterpillar achieved double-digit top-line growth of 17% and achieved our best safety performance on record in 2019. We remained disciplined and focused on control of our structural costs, achieving an Enterprise Operating Profit Margin* of 15.4% on $53.8 billion of sales and revenues for the year. We generated strong operating cash flow and as a result, were able to return $6.2 billion to shareholders, including $4.0 billion in share repurchases. We also raised the dividend by 20% in 2019 and paid dividends 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 flow⁽²⁾. We remained committed to ~~shareholders.~~serving our customers, executing our strategy and investing for long-term profitable growth. In 2022, we achieved an operating profit margin of 13.3% and an adjusted operating profit margin⁽³⁾ of 15.4%. We also generated strong operating cash flow and were able to return $6.7 billion to shareholders through dividends and share repurchases, which represented 115% of ME&T free cash flow⁽²⁾. Our total cumulative shareholder return for the five-year period ended December 31, 2022, outperformed the S&P 500 and related indexes. We also increased our dividend in 2022 and paid dividends of $2.4 billion, continuing our status as a Dividend Aristocrat.

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.~~2022. Compensation outcomes for ~~2019~~2022 included the following items:

In ~~2019,~~2022, the CHRC ~~recommended~~ and the ~~Board~~board approved ~~a 6.7%~~the following compensation for the CEO:

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~~The CHRC conducts 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~~The independent compensation consultant provides recommendations and market data ~~are provided by~~that the ~~independent compensation consultant to make~~CHRC considers when making decisions, as appropriate, regarding NEO compensation based on the assessment of performance and achievement of Company goals. The CHRC also exercises its judgment in setting NEO compensation as to what is in the best interests of the Company and its shareholders.

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:

INDEPENDENT COMPENSATION CONSULTANT

The CHRC retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant during ~~2019.~~2022. 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 ~~its~~the CHRC’s direction. During ~~2019,~~2022, 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.

BENCHMARKING COMPENSATION TO PEERS

~~2019~~2022 COMPENSATION PEER GROUP

The CHRC regularly assesses the market competitiveness of the Company’s executive compensation programs based on peer group data. The ~~2019~~2022 Compensation Peer Group was established based on the following ~~criteria:~~criteria and remained unchanged from the prior year:

BENCHMARKING METHODOLOGY

To account for differences in the size of the compensation peer group companies, market data is statistically adjusted allowing for a comparison of the compensation levels to similarly-sized companies. Market data provided by the independent consultant is sourced from the Aon Total Compensation Measurement Database, and size-adjusted to Caterpillar’s three-year average revenues using regression analysis. Each element of our NEOs’ compensation is then targeted to the median of the peer group and adjusted above or below based on performance. To the extent an NEO’s total actual compensation exceeds the peer group median, it is due to outstanding performance, critical skills and notable experience. If an NEO’s compensation is below the median, it is generally due to underperformance against relevant metrics or reflective of an individual who is newer in his or her role.

~~2019~~2022 COMPETITOR PEER GROUP

For ~~2019,~~2022, the CHRC also assessed the Company’s business performance against a group of competitors that it deems to compete directly with the Company. Although the Company’s peer group described above is an appropriate benchmark for executive compensation at other ~~similarly sized~~similarly-sized companies, the peer group data does not always provide useful comparisons to other companies that might be experiencing similar business conditions. To that end, and consistent with the Company’s pay-for-performance philosophy, the Company’s business performance is compared to its competitors by establishing a “Competitor Peer Group.”

The CHRC uses the Competitor Peer Group (along with the Compensation Peer Group and S&P 500 Industrials) to assess relative performance using TSR when awarding long-term incentive ~~awards but~~awards. However, the Competitor Peer Group is not used to benchmark ~~base pay levels.~~compensation. The ~~2019~~2022 Competitor Peer Group ~~which was the same as in 2018,~~ was established based on the following criteria:

CEO PERFORMANCE EVALUATION AND COMPENSATION

The ~~Board,~~board, excluding the CEO, all of whom are independent directors, annually conducts the CEO’s performance evaluation. Prior to the ~~Board’s~~board’s evaluation of the CEO’s performance and its approval of CEO compensation, the CHRC makes a preliminary compensation recommendation to the ~~Board~~board based on its initial evaluation and performance review of the CEO. The ~~Board~~board then makes its final determination for CEO compensation.

EXECUTIVE COMPENSATION AND RISK MANAGEMENT

Each year, the CHRC assesses the Company’s risk profile relative to the executive compensation program and confirms that its compensation programs and policies do not create or encourage excessive risks that are reasonably likely to have a material adverse impact on the Company. Also, the CHRC has concluded that the total compensation structure for senior leadership does not inappropriately emphasize short-term stock price performance at the expense of longer-term value creation. In particular, long-term incentive awards, as a significant portion of total compensation, and target stock ownership guidelines which NEOs are required to maintain ~~pre- and post-retirement~~ are structured to align management’s compensation with the principles of risk management by maintaining a focus on the long-term performance of the Company.

TARGET STOCK OWNERSHIP GUIDELINES

The target stock ownership ~~guidelines~~guideline for the CEO is six times base salary and three times base salary for each of the other NEOs. NEOs have a five-year period from their first grant date after appointment to meet the target stock ownership guidelines. NEOs are required to maintain their target stock ownership for a post-employment period. All NEOs are in compliance with these guidelines.

COMPONENTS OF EXECUTIVE COMPENSATION

NEOs receive a mix of fixed and variable compensation with a focus on long-term and performance-based components:

BASE SALARY

Base salary is the only fixed component of NEO compensation. The CHRC targets base salaries at the size-adjusted median level of the peer group. Each NEO’s base salary is determined by the individual’s level of responsibility and historic performance with reference to the market median. Base salary increases, if any, are based on achievement of individual and Company objectives, contributions to Caterpillar’s performance and culture, leadership accomplishments and a comparison to those in comparable positions at peer companies.

In ~~2019,~~2022, Mr. Umpleby’s salary was increased from ~~$1.5~~$1.65 million to ~~$1.6~~$1.7 million in recognition of his performance and to ~~further~~ align his target compensation with the peer group median.

~~In 2019, Mr. Bonfield’s salary was increased from $800,000 to $832,000 to align with the peer group median.~~ Salary adjustments for all NEOs were made effective April 1, ~~2019, for all NEOs and were set at or below the peer group median.~~2022.

ANNUAL INCENTIVE

~~2019~~2022 ANNUAL INCENTIVE PLAN DESIGN

The Company’s Annual Incentive Plan (AIP) is designed to provide each NEO with the opportunity to earn an annual cash payout based on the short-term performance of the Company and each NEO’s respective ~~businesses.~~business. The AIP places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and shareholders.

~~Beginning in 2016, the CHRC modified the~~The AIP design continues to ~~more~~ closely align pay outcomes with business performance by annually comparing the Company’s forecasted Enterprise Operating Profit to the prior year’s actual Enterprise Operating Profit. The comparison is conducted to determine whether the current year will be an “up year” (improved performance) or “down year” (weaker performance) versus the prior year’s actual Enterprise Operating Profit results. ~~Beginning in 2019, the~~

The 2022 AIP design also ~~included~~includes two strategic objectives modifiers, including Services Growth, which was also utilized similarly in the 2021 AIP for the NEOs. The Services Growth modifier focuses on the execution of services revenue growth plans across the enterprise working with our independent dealer network.

As previously communicated, we incorporated ESG as an element of incentive compensation in 2022. The CHRC determined that ESG Strategy would serve as the second of two strategic objectives modifiers in 2022 AIP. This modifier prioritizes focus on climate-related objectives as an important element of how Caterpillar is strategically addressing evolving customer demand and stakeholder expectations for a range of ESG considerations. More information about the modifiers and the assessed performance levels can be found in the section entitled Strategic Objectives ~~Modifier which allows~~Modifiers found on pages 51-52.

The AIP performance measures and weightings, as well as the ~~CHRC~~strategic objectives modifiers, were communicated to ~~adjust~~ the ~~AIP payment by +/-20% based on~~NEOs at the ~~NEO’s contributions to strategic business objectives.~~beginning of the performance period. All NEOs participated in AIP ~~and Mr. Ainsworth also participated~~ in ~~the Short-Term Incentive Plan (STIP) for the portion of the year prior to his appointment to Group President.~~2022.

~~2019~~2022 ANNUAL INCENTIVE PLAN DESIGN

Step 1: Determine “Up/Down Year”

Step 2: AIP Calculation

~~2019~~2022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

~~In addition to~~For 2022, the CHRC approved the following annual incentive performance measures (1) Enterprise Operating Profit ~~performance, a portion of each NEO’s annual incentive was based on~~(2) Operating Profit After Capital Charge (OPACC) and (3) Services Revenues ~~all of which were subject to~~, and the ~~same design above.~~ Strategic Objectives Modifiers, described on page 51-52. Consistent with this design process, after reviewing the Company’s ~~2019~~2022 business plan, the CHRC determined that ~~2019~~2022 would be an “up year,” as Enterprise Operating Profit was forecasted to be above ~~2018.~~2021. As a result, there were no adjustments to the target annual incentive opportunity for NEOs. ~~For the annual incentive, at its February 2019 meeting, the CHRC approved the performance measures described below and the strategic objectives~~

The largest portion of financial measures (ranging from 6650 percent to 70 percent) of each NEO’s ~~2019~~2022 annual incentive opportunity was based on Enterprise Operating Profit and the OPACC for their respective ~~businesses,~~business, where applicable. The remaining portion of each NEO’s annual incentive award opportunity was determined by the Services Revenues metric for the enterprise or their respective businesses. Consistent with the Operating & Execution model, Services Revenues align the Company’s emphasis on the services growth strategy with variable incentive opportunity.

When establishing the performance targets for ~~2019,~~2022, the CHRC reviewed the Company’s business plan, historical performance, management recommendations and feedback

provided by the independent compensation consultant. Targets were set for each of the performance measures at levels that were designed to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the Company’s business forecast at the time the measures were approved. The business forecast includes consideration of market, economic and geopolitical factors. The performance measures were also weighted according to the Company’s business priorities and the responsibilities of each NEO. The CHRC identified certain objectives to further focus management’s efforts on company’s services growth strategy. These objectives, as well as the performance measures and weightings, were communicated to the NEOs at the beginning of the performance period.

The charts below and on the ~~following page~~text that follows summarize the performance measures, weightings, strategic objectives modifiers, and results that the CHRC reviewed and approved for the ~~2019~~2022 annual incentive for each NEO.

DESCRIPTION OF PERFORMANCE MEASURES

~~2019~~2022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

STRATEGIC OBJECTIVES MODIFIERS

In addition to the financial performance measures included in the AIP, the CHRC identified certain objectives to further focus management’s efforts on the Company’s services growth and ESG strategy. These elements of AIP, called Strategic Objectives, were included as modifiers in 2022. While these modifiers utilize a qualitative assessment by the CHRC to determine the actual impact on annual incentive payments, both strategic objectives are designed with pre-defined quantitative and qualitative elements as the basis of performance assessment, resulting in a maximum adjustment of plus or minus 10% for each modifier (maximum aggregate adjustment of plus or minus 20%).

SERVICES GROWTH

Caterpillar’s enterprise strategy for long-term profitable growth is directly linked to value creation for our shareholders. An important element of our strategy is the growth of ME&T Services Revenues. Services growth is intended to further strengthen profitability realized by growth in aftermarket parts and services for Caterpillar and its global network of dealers. In addition, our services focus is intended to reduce cyclicality of the Company’s sales and revenues while increasing customer value.

In evaluating 2022 Services growth, the CHRC considered quantitative and qualitative elements of performance, including:

Based on the foregoing evaluation, the CHRC determined the Services growth modifier percentage allocated to each NEO. The CHRC’s determinations are included in the 2022 Incentive Payments chart found on page 52.

ESG STRATEGY

Caterpillar believes the energy transition represents a significant opportunity for long-term profitable growth, leading our Company to add sustainability as a focus area of our enterprise strategy. To further strengthen the alignment of NEO compensation with shareholder interests and to continue demonstrating responsiveness to stakeholder feedback, the Company’s board of Directors elected to incorporate ESG considerations into incentive compensation for its NEOs in 2022.

In its first year of inclusion, the ESG Strategy modifier was designed to support certain elements of the Company’s enterprise strategy and to drive executive leadership accountability for climate-related elements that reflect Caterpillar’s ongoing focus on both short- and long-term ESG considerations, which are also of importance to our shareholders.

As part of its oversight, the board’s Sustainability and other Public Policy Committee (SPPC) reviews and monitors the development and implementation of sustainability goals established by the Company, and also reviews and monitors performance and progress against sustainability objectives and initiatives. In 2022, the SPPC provided a qualitative and quantitative assessment of performance against pre-defined objectives to the CHRC. The CHRC then evaluated the individualized contributions and determined the ESG modifier percentages allocated to each NEO. The CHRC’s determinations are included in the 2022 Incentive Payments chart found on page 52.

In evaluating 2022 ESG Strategy, the CHRC considered quantitative and qualitative elements of performance, including:

For more information about our Company’s performance and progress toward our 2030 sustainability goals, or for further information highlighting how we are helping our customers build a better, more sustainable world, please refer to Caterpillar’s annual Sustainability Report.

Caterpillar’s quantitative environmental (emissions and water) and safety data undergoes independent, third-party limited assurance by ERM Certification and Verification Services, Inc. (ERMCVS) and the resulting assurance statement is included in our Company’s annual Sustainability Report.

The information in our Sustainability Report is not incorporated by reference into, and does not form part of, this proxy statement.

~~2019~~2022 INCENTIVE PAYMENTS

In early ~~2020,~~2023, the results for each performance measure noted above were converted into a performance factor, which was then multiplied by the respective weightings and base salary to determine the ~~performance factor~~amount before any adjustment for each NEO.

Then, the CHRC, with input from the Sustainability and other Public Policy Committee (for ESG), assessed the individual contributions offor each NEO toagainst the ~~Strategic Objectives — the high-priority initiatives critical to deliver the enterprise strategy~~two strategic objectives and applied a maximum adjustment of plus or minus 10% for ~~long-term profitable growth —~~each modifier (aggregate maximum adjustment of plus or minus 20%).

The CHRC’s modifier decisions were then applied to determine the ~~final factor and actual payments.~~AIP payouts for each NEO.

The following are the ~~calculated 2019~~2022 cash incentive payments made to the NEOs:

LONG-TERM INCENTIVE

~~2019~~2022 DESIGN ~~AND SIZING OF GRANT~~

In ~~2019,~~2022, the CHRC granted one-half of each NEO’s total long-term incentive (LTI) value in Performance-based Restricted Stock Units (PRSUs), and one-half in non-qualified stock options (stock options). The stock options vest equally in one-third increments beginning on the first anniversary of the grant date and expire after ten years from grant. ~~Beginning with~~The PRSUs fully vest if the ~~2018 equity grant, to align with market practice,~~3-year performance hurdle established by the CHRC is met or exceeded. If the performance hurdle is not attained, the PRSU awards do not vest. Dividend Equivalent Units (DEUs) accrue on unvested PRSUs, but are settled only if the vesting requirements are met. The DEUs will settle in additional shares, rounded to the nearest whole unit.

For the ~~2019 grant,~~2022 PRSU grants, the CHRC selected Return on Equity (ROE) as the ~~PRSU~~ performance measure asbecause it aligns ~~management~~the interests of the NEOs with ~~shareholders’ interests~~those of our shareholders by measuring and rewarding profitability relative to shareholders’ investment in the business. The use of the ROE metric and the determination of the performance hurdle for each performance cycle are calibrated with historical performance of the compensation and competitor peer groups (as well as S&P 500 Industrials more broadly) and are intended to reward for the achievement of sustained, long-term returns throughout the cycles in the Company’s business. The ROE performance hurdle was designed to be reasonably achievable with strong management performance. The CHRC believes that a strong focus on ROE reinforces effective capital management along with the need to deliver returns above the cost of capital even in a highly cyclical and often challenging macro-economic operating environment, thus aligning leadership priorities with long-term shareholder interests. The Company’s ROE performance is annually reviewed including any one-time, non-operational or other special items that might impact the ROE result. Although certain items may significantly impact the Company’s reported financial results, they are not always indicative of the underlying operational performance of the Company or its management. To that end, in its evaluation of the Company’s ROE results, the CHRC ~~uses~~may use its discretion to make adjustments to ROE to align compensation outcomes with the operating performance of the Company.

2022 GRANT SIZING

The ~~CHRC’s~~CHRC follows a consistent process for sizing and awarding LTI grant values for NEOs, which is ~~as follows:~~described and illustrated below:

In ~~February 2019,~~determining grant sizing for 2022, the ~~CHRC reviewed~~Committee was consistent with the ~~Company’s~~methodology used in previous years and its pay for performance philosophy; and assessed the 1-, 3- and 5-year relative TSR ~~and financial~~performance for the period ending December 31, 2021, as well as operating performance ~~at the end of 2018. As TSR captures volatility in share price which may not fully reflect the Company’s underlying performance, other factors such as~~and strategy execution ~~and consistency of performance against goals are considered when determining LTI awards. Therefore,~~during these periods. Based on this process, the CHRC set the 2022 LTI award for the CEO ~~was~~ at slightly above the 50^th percentile of the benchmarked LTI values of the Company’s compensation peer group and at ~~or below~~the 50^th - 65^th percentile for the other NEOs.

RELATIVE TSR PERFORMANCE (PERCENTILE RANKING VS. PEERS)

~~2017~~2020 – ~~2019~~2022 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs)

For the ~~2017~~2020 – ~~2019~~2022 performance period, adjustments were made to the ROE to ~~account for certain~~exclude the impact of restructuring costs, ~~the effect of an accounting principle change impacting the accounting for~~ pension and other post-employment benefits (OPEB) mark-to-market gains/losses resulting from plan remeasurements and ~~the impact of the 2017 tax reform legislation in the U.S. Gains from divestitures were excluded as well as deferred tax valuation allowance adjustments.~~a goodwill impairment charge. In each case, the CHRC determined that these adjustments were an appropriate use of its discretion and in the best interests of the Company and its shareholders.

For the ~~2017~~2020 grant, the PRSUs cliff vested based on a three-year average adjusted ROE result of ~~40.9~~35.5 percent, which exceeded the goal of 1318 percent. The chart below describes the Company’s ROE performance and results for the ~~2017~~2020 – ~~2019~~2022 performance period:

~~2017-2019~~2020-2022 PRSUs

OTHER COMPENSATION, BENEFITS AND CONSIDERATIONS

POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

Except for customary provisions in employee benefit plans and as required by applicable law, the NEOs do not have any pre-existing executive severance packages or contracts; however, the CHRC will consider the particular facts and circumstances of an NEO’s separation to determine whether payment of any severance or other benefit to such NEO is appropriate. Change in control benefits are provided under the Company’s long-term and annual incentive plans and represent customary provisions for these types of plans and have no direct correlation with other compensation decisions. There is no cash severance or other benefits for a termination related to change in control beyond what is provided under the long-term and annual incentive plans.

The Company’s change in control provisions are subject to a “double trigger” and, when both a change in control and involuntary termination of employment without cause occur, provide accelerated vesting and target payouts under the incentive plans, as described further below.

In the event of a qualifying termination of employment following a change in control, target payouts are provided under the incentive plans.

■

The annual incentive plan allows for the target award opportunity, prorated based on the individual’s time of employment from the beginning of the performance period through the ~~later~~latter of: (1) the change in control or (2) termination of employment.

Additional information is disclosed in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

~~2020 PROXY STATEMENT 39~~

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RETIREMENT AND OTHER BENEFITS

In addition to the annual and long-term components of compensation, NEOs participate in health and welfare benefit plans generally available to U.S.-based management and salaried employees to provide competitive benefits.

The defined contribution and defined benefit retirement plans available to the NEOs are also available to many ~~U.S. Caterpillar~~U.S.-based management and salaried employees. Under the defined benefit pension plans, the benefit is calculated based on years of service and final average monthly earnings. All NEOs participate in one or more of the U.S. retirement plans described ~~in the following table:~~below:

Plan Type	Title	Description
	RETIREMENT INCOME PLAN (RIP)	Defined benefit pension plan under which benefit amounts are calculated based on years of service and final average monthly earnings and offer annuity payments. On December 31, 2014, the Solar Turbines Incorporated Retirement Plan merged with and into RIP and is ~~now~~ a supplement to RIP as of January 1, 2015. As a result, all references herein to “Solar RP” shall refer to benefits accrued under the Solar Turbines Incorporated Retirement Plan supplement to RIP. Solar RP and RIP were closed to new entrants effective January 1, 2011. Benefits were frozen for most ~~participants;~~participants at that time; however, a group of “Sunset” participants accrued benefits until the earlier of their separation from service or December 31, 2019. Sunset participants were hired prior to January 1, 2003, and were age 40 or more as of December 31, 2010. Mr. Umpleby earned benefits under Solar RP through December 31, 2019; Mr. Creed earned benefits under RIP through December 31, ~~2019.~~2010.
	SOLAR MANAGERIAL RETIREMENT OBJECTIVE PLAN (MRO)	Non-qualified defined benefit pension plan that works in tandem with the Solar RP supplement to RIP. MRO pays an additional benefit that would otherwise have been paid under Solar RP if cash incentive awards were taken into account under Solar RP. MRO also provides additional pension benefits if the Solar RP benefit is limited due to certain compensation and annual benefit limits imposed on RIP by the tax code. Mr. Umpleby earned benefits under MRO through December 31, 2019.
	CATERPILLAR 401(k) ~~PLANS~~SAVINGS PLAN (401(k) PLAN)	U.S.-based NEOs who continued to earn benefits in a pension plan were eligible to participate in a Caterpillar 401(k) plan under which the Company matched 50 percent of the first six percent of the NEO’s eligible pay contributed to the 401(k). All ~~other U.S.-based~~ NEOs participate in ~~a Caterpillar~~the 401(k) ~~plan~~Plan under which the Company matches 100 percent of the first six percent of eligible pay contributed by the participant, and the Company makes an annual non-elective contribution equal to three, ~~percent,~~ four ~~percent~~ or five percent of eligible pay based on the employee’s age and years of service with the Company.
	SUPPLEMENTAL DEFERRED COMPENSATION PLAN (SDCP)	All ~~U.S.-based~~ NEOs ~~who participate in a Caterpillar 401(k) plan are eligible to~~also participate in SDCP, which provides the opportunity to make deferrals of base salary in excess of the limits imposed on the 401(k) ~~plans~~Plan by the Internal Revenue Code and to elect deferrals from the ~~AIP and STIP.~~AIP. Under the terms of SDCP, participants are eligible to earn matching contributions and annual non-elective contributions based on formulas applicable to them in the ~~Caterpillar~~ 401(k) ~~plans.~~Plan.
	SUPPLEMENTAL (SEIP) AND DEFERRED (DEIP) EMPLOYEES’ INVESTMENT PLAN	~~All U.S.-based~~ NEOs ~~hired~~meeting eligibility requirements prior to March 25, 2007, were previously eligible to participate in SEIP and DEIP. These plans were closed in March 2007. Compensation deferred into SEIP and DEIP prior to January 1, 2005, remains in these plans. Mr. Umpleby maintains balances in these plans.

~~2020~~ 2023 PROXY STATEMENT 4054

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LIMITED PERQUISITES

The Company provides NEOs a limited number of perquisites that the CHRC believes are reasonable and consistent with the overall compensation program and those commonly provided in the marketplace. These perquisites are intended to provide for the security and safety of our executives as well as to allow additional time to devote to Caterpillar business. Perquisites include executive physicals, financial planning, home and personal security, and limited personal use of company aircraft and ground transportation. The costs associated with these perquisites are included in the ~~“2019~~“2022 All Other Compensation Table.”

Additionally, in connection with the Company’s relocation of its global headquarters to Irving, Texas, all of the NEOs, except Mr. Creed, relocated to the Irving area and received benefits in 2022 pursuant to the Company’s corporate relocation program for management-level employees. Mr. Creed, who relocated to the Irving area prior to the global headquarters move, also received benefits in 2022 pursuant to the policy. These relocation benefits were determined to be important in retaining our NEOs.

CLAWBACK POLICYPROVISION

Under the Company’s compensation clawback ~~policy,~~provision, the ~~Board~~board may require reimbursement of any bonus or incentive compensation awarded to an officer or cancel unvested restricted or deferred stock awards previously granted to the officer if all the following apply:

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The amount of the bonus, incentive compensation or stock award was calculated based on the achievement of certain financial results that were subsequently the subject of a restatement.

■

The officer engaged in intentional misconduct that caused or partially caused the need for the restatement.

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The amount of the bonus, incentive compensation or stock award that would have been awarded to the officer had the financial results been properly reported would have been lower than the amount actually awarded.

The SEC recently adopted final rulemaking with respect to issuer recoupment policies subject to further rulemaking by the NYSE. The Company intends to revisit its clawback policy when NYSE rulemaking regarding recoupment policies becomes effective.

NO HEDGING OR PLEDGING

The Company’s insider trading policy prohibits directors, officers and employees from engaging in hedging transactions, holding Company securities in a margin account or otherwise pledging Company securities.

TAX IMPLICATIONS: DEDUCTIBILITY OF NEO COMPENSATION

Under Section 162(m) of the Internal Revenue Code, generally NEO compensation over $1 million for any year is not deductible for United States income tax purposes. Historically, there was an exemption from this $1 million deduction limit for compensation payments that qualified as “performance-based” under applicable IRS regulations. With the enactment of the 2017 Tax Cuts and Jobs Act, the performance-based compensation exemption was eliminated under Section 162(m) of the Internal Revenue Code, except with respect to certain grandfathered arrangements. The CHRC believes that it must maintain flexibility in its approach to executive compensation in order to structure a program that it considers to be the most effective in attracting, motivating and retaining the Company’s key executives, and therefore, the deductibility of compensation is one of several factors considered when making executive compensation decisions.

COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

The Compensation and Human Resources Committee (CHRC) has reviewed and discussed the Compensation Discussion & Analysis (CD&A) included in this proxy statement with management and is satisfied that the CD&A fairly and completely represents the philosophy, intent and actions of the CHRC with regard to executive compensation. Based on such review and discussion, we recommend to the ~~Board~~board that the CD&A be included in this proxy statement and the Company’s Annual Report on Form 10-K for filing with the SEC.

By the members of the Compensation and Human Resources Committee:

~~Miles D. White (Chairman)~~

~~Debra L. Reed-Klages~~

Rayford Wilkins, Jr., Chair

Daniel M. Dickinson

Gerald Johnson

Judith F. Marks

Edward B. Rust, Jr.

~~2020~~ 2023 PROXY STATEMENT 4155

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~~2019~~~~SUMMARY~~~~COMPENSATION~~~~TABLE~~

Name and
Principal Position
Year

Salary

Bonus

Stock
Awards⁽¹⁾

Option
Awards⁽²⁾
Non-equity
Incentive Plan
Compensation⁽³⁾
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings⁽⁴⁾
All Other
Compensation⁽⁵⁾

Total
Compensation
Total
Without
Change in
Pension
Value⁽⁶⁾
D. James Umpleby III
Chairman & CEO
2019
$
1,575,000
$
—
$
5,450,022
  $
6,704,943
  $
2,336,000
  $
18,161,210
  $
291,954
  $
34,519,129
  $
16,357,919
2018
$
1,425,000
$
—
$
6,499,973
$
8,448,354
$
4,742,000
$
5,891,465
$
282,721
$
27,289,513
$
21,398,048

2017
$
1,200,000
$
1,070,000
$
3,288,528
$
5,361,394
$
2,430,000
$
—
$
685,287
$
14,035,209
$
14,035,209
Andrew R. J. Bonfield
CFO
2019
$
824,000
$
—
$
1,799,934
$
2,214,477
$
730,000
$
—
$
479,732
$
6,048,143
$
6,048,143
2018
$
266,667
$
800,000
$
4,450,025
$
993,465
$
585,000
$
—
$
86,030
$
7,181,187
$
7,181,187
Denise C. Johnson
Group President
2019
$
808,875
$
—
$
1,799,934
$
2,214,477
$
840,000
$
—
$
243,684
$
5,906,970
$
5,906,970
2018
$
763,002
$
—
$
2,000,073
$
2,599,472
$
1,677,000
$
—
$
157,034
$
7,196,581
$
7,196,581
William P. Ainsworth
Group President
2019
$
754,250
$
—
$
1,799,934
$
2,214,477
$
744,000
$
—
$
30,499
$
5,543,160
$
5,543,160
Bob De Lange
Group President
2019
$
761,800
$
—
$
1,600,018
$
1,968,433
$
820,000
$
—
$
281,928
$
5,432,179
$
5,432,179
2018
$
725,001
$
—
$
2,149,984
$
2,794,444
$
1,180,000
$
—
$
453,190
$
7,302,619
$
7,302,619
2017
$
664,221
$
—
$
1,224,639
$
1,996,648
$
1,381,917
$
—
$
2,455,278
$
7,722,703
$
7,722,703
(1)
The amounts reported in this column represent PRSUs granted in 2019 under the Caterpillar Inc. 2014 Long-Term Incentive Plan (LTIP) and are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, assuming the highest level of performance is achieved for the PRSUs, which at the time of grant reflected the probable level of achievement. Assumptions made in the calculation of these amounts are included in Note 3 “Stock-based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2019, included in the Company’s Form 10-K filed with the SEC on February 19, 2020.
(2)
The amounts reported in this column represent non-qualified stock options granted under the LTIP that are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts are included in Note 3 “Stock-based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2019, included in the Company’s Form 10-K filed with the SEC on February 19, 2020.
(3)
The amounts in this column reflect the AIP payments for 2019 for all NEOs except Mr. Ainsworth whose incentive plan compensation consisted of both AIP and STIP.
(4)
Because no “preferred” or “above market” earnings on compensation deferred into SDCP, SEIP, and/or DEIP are received, the amount shown represents only the change between the actuarial present value of each NEO’s total accumulated pension benefit between December 31, 2018 and December 31, 2019. The amount reported for Mr. Umpleby assumes the pension benefit is payable at his earliest unreduced retirement age. Upon his initial hire with Solar Turbines Inc, a wholly owned subsidiary of Caterpillar, on July 7, 1980, Mr. Umpleby became eligible to participate in the Solar Turbines Inc. Retirement Plan and the Solar Turbines Incorporated Managerial Retirement Objective Plan (Solar MRO). The Solar Turbines Inc. Retirement Plan was merged into the Retirement Income Plan (RIP) as of January 1, 2015; however, all benefit and eligibility provisions of the plan remain unchanged in the merger as described in Supplement O (Solar RP) to RIP. Mr. Umpleby’s change in pension value was primarily due to an increase in his annual pensionable earnings (which include base and annual cash incentive pay) resulting from an additional year of compensation as CEO. The pension benefit is based on the average of the highest consecutive 36 months of pensionable earnings in the 10-year period prior to the determination date of December 31, 2019, the same date on which the Solar RP and Solar MRO were frozen for all participating employees, including Mr. Umpleby. During Mr. Umpleby’s tenure as CEO, there have been no changes made to the plans’ benefit formula provisions (other than to freeze benefit accruals) and Mr. Umpleby’s benefit is determined in the same manner as any similarly situated management employee with a similar service and compensation history.
(5)
All Other Compensation detail for 2019 is shown in a separate table appearing on the next page.
(6)
To demonstrate how year-over-year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column are calculated by subtracting the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column, from the amounts reported in the Total Compensation column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the Total Compensation column.

2022 SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary		Bonus		Stock Awards⁽¹⁾		Option Awards⁽²⁾	Non-equity Incentive Plan Compensation⁽³⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁴⁾		All Other Compensation⁽⁵⁾			Total Compensation	Total Without Change in Pension Value⁽⁶⁾
D. James Umpleby III Chairman & CEO	2022	$	1,687,500	$	—	$	6,749,957	$	6,749,994	$	4,614,800	$	—	$	805,349	$	20,607,600	$	20,607,600
	2021	$	1,637,500	$	—	$	8,749,964	$	8,750,028	$	4,792,980	$	—	$	367,560	$	24,298,032	$	24,298,032
	2020	$	1,600,000	$	—	$	5,899,969	$	5,900,000	$	—	$	—	$	276,582	$	13,676,551	$	13,676,551
Andrew R. J. Bonfield CFO	2022	$	882,575	$	—	$	2,200,090	$	2,199,994	$	1,501,900	$	—	$	438,984	$	7,223,543	$	7,223,543
	2021	$	853,000	$	—	$	2,599,981	$	2,599,993	$	1,524,600	$	—	$	118,062	$	7,695,636	$	7,695,636
	2020	$	832,000	$	—	$	1,800,053	$	1,800,009	$	—	$	—	$	152,520	$	4,584,582	$	4,584,582
Denise C. Johnson Group President	2022	$	877,425	$	—	$	1,849,964	$	1,849,982	$	1,544,800	$	—	$	464,372	$	6,586,543	$	6,586,543
	2021	$	846,375	$	—	$	2,550,095	$	2,549,997	$	1,771,100	$	—	$	138,799	$	7,856,366	$	7,856,366
	2020	$	820,500	$	—	$	1,849,945	$	1,849,993	$	—	$	—	$	222,421	$	4,742,859	$	4,742,859
Bob De Lange Group President	2022	$	821,850	$	—	$	1,849,964	$	1,849,982	$	1,440,600	$	—	$	689,900	$	6,652,296	$	6,652,296
	2021	$	788,100	$	—	$	2,499,990	$	2,500,000	$	1,772,000	$	—	$	146,620	$	7,706,710	$	7,706,710
	2020	$	767,400	$	—	$	1,849,945	$	1,849,993	$	—	$	—	$	213,557	$	4,680,895	$	4,680,895
Joseph E. Creed Group President	2022	$	702,425	$	—	$	1,849,964	$	1,849,982	$	1,320,900	$	—	$	257,654	$	5,980,925	$	5,980,925
Joseph E. Creed Group President	2021	$	665,000	$	—	$	2,499,990	$	2,500,000	$	1,227,300	$	—	$	289,991	$	7,182,281	$	7,182,281
(1) The amounts reported in this column represent PRSUs granted in 2022 under the Caterpillar Inc. 2014 Long-Term Incentive Plan (LTIP) and are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, assuming the highest level of performance is achieved for the PRSUs, which at the time of grant reflected the probable level of achievement. Assumptions made in the calculation of these amounts are included in Note 3 “Stock-based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Form 10-K filed with the SEC on February 15, 2023.
(2) The amounts reported in this column represent non-qualified stock options granted under the LTIP that are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts are included in Note 3 “Stock-based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Form 10-K filed with the SEC on February 15, 2023.
(3) The amounts in this column reflect the AIP payments for 2022, paid in 2023, for all NEOs.
(4) No NEO receives preferential or above market earnings on nonqualified deferred compensation. Amounts above reflect the actuarial present value of the NEO’s change in accrued benefit under all defined benefit pension plans year over year using the pension plan measurement dates for financial statement reporting purposes. See Retirement and Other Benefits on page 54 for descriptions of the pension plans, and the 2022 Pension Benefits table and related footnotes on page 60 for the present value of each NEO’s accumulated pension benefits and information regarding actuarial assumptions used.
(5) All Other Compensation detail for 2022 is shown in a separate table appearing on the next page.
(6) To demonstrate how year-over-year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column are calculated by subtracting the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column, from the amounts reported in the Total Compensation column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the Total Compensation column.

~~2020~~ 2023 PROXY STATEMENT 4256

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~~2019~~~~ALL~~~~OTHER~~~~COMPENSATION~~~~TABLE~~

Name
Company
Contributions
401(k)
Company
Contributions
SDCP
Corporate
Aircraft/
Transportation⁽¹⁾
Personal
Security⁽²⁾

Other⁽³⁾

Total All
Other
Compensation
D. James Umpleby III
$
             7,500
$
181,110
$
62,494
$
23,355
$
17,495
$
291,954
Andrew R. J. Bonfield
$
           14,333
$
41,440
$
2,235
$
4,764
$
416,960
$
479,732
Denise C. Johnson
$
           27,441
$
191,242
$
6,780
$
726
$
17,495
$
243,684
William P. Ainsworth
$
           25,454
$
—
$
3,007
$
—
$
2,038
$
30,499
Bob De Lange
$
           45,343
$
177,430
$
2,986
$
1,426
$
54,743
$
281,928
(1)
Values in this column, except as below, include the value of personal aircraft usage based on Caterpillar’s incremental cost per flight hour, including the weighted average variable operating cost of fuel, oil, aircraft maintenance, landing and parking fees, related ground transportation, catering and other smaller variable costs. Mr. Umpleby and the Company have a time-sharing lease agreement, pursuant to which certain costs associated with personal flights are reimbursed by Mr. Umpleby to the Company in accordance with the agreement. A car allowance for Mr. Ainsworth (which ceased upon his appointment to Group President) of $2,769 and the cost of executive transportation provided to Mr. Umpleby of $2,435, Mr. Bonfield of $2,235, Ms. Johnson of $6,780 and Mr. De Lange of $2,770 are included in the totals.
(2)
Amounts reported for personal security represent the cost provided by outside security providers for installation, monitoring and maintenance of home security and smart home services and for reputation and identity theft protection. The incremental cost associated with the security services is determined based upon the amounts paid to these outside service providers.
(3)
Values in this column, except as below, include the cost for executive physicals and financial planning services. The incremental cost associated with these services is determined based upon the amounts paid to the approved service providers. The amount reported for Mr. Bonfield also includes relocation expenses of $412,965. Mr. De Lange was previously an International Service Employee (ISE). The amount reported includes payments made in 2019 related to Mr. De Lange’s previous ISE service including Company paid taxes of $36,056 and tax preparation fees of $2,693.

2022 ALL OTHER COMPENSATION TABLE

Name		Company Contributions 401(k)		Company Contributions SDCP		Corporate Aircraft/ Transportation⁽¹⁾		Personal Security⁽²⁾		Other⁽³⁾		Total All Other Compensation
D. James Umpleby III	$	32,400	$	437,904	$	77,756	$	94,281	$	163,008	$	805,349
Andrew R. J. Bonfield	$	29,395	$	148,651	$	14,427	$	407	$	246,104	$	438,984
Denise C. Johnson	$	32,567	$	168,430	$	1,776	$	32,636	$	228,963	$	464,372
Bob De Lange	$	32,505	$	162,236	$	58,078	$	18,245	$	418,836	$	689,900
Joseph E. Creed	$	32,817	$	116,234	$	12,420	$	37,381	$	58,802	$	257,654
(1) Values in this column include the value of personal aircraft usage based on Caterpillar’s incremental cost per flight hour, including the weighted average variable operating cost of fuel, oil, aircraft maintenance, landing and parking fees, related ground transportation, catering and other smaller variable costs. Mr. Umpleby and the Company have a time-sharing lease agreement, pursuant to which certain costs associated with personal flights are reimbursed by Mr. Umpleby to the Company in accordance with the agreement. The 2022 amount listed includes personal use of corporate aircraft as follows: Mr. Umpleby $77,457, Mr. Bonfield $13,344, Mr. De Lange $56,242 and Mr. Creed $12,216. Values in this column also include the value of personal use of executive ground transportation service based on Caterpillar’s incremental cost per mile and trip hour, or as invoiced by a third-party service provider. The 2022 amount listed includes personal ground transportation usage as follows: Mr. Umpleby $299, Mr. Bonfield $1,083, Ms. Johnson $1,776, Mr. De Lange $1,836 and Mr. Creed $204. (2) Amounts reported for personal security include the cost for services provided by outside security providers for installation, monitoring and maintenance of home security and smart home services and for reputation and identity theft protection. The incremental cost associated with the security services is determined based upon the amounts paid to these outside service providers. (3) Values in this column include the cost for executive physicals and financial planning and tax preparation services. The incremental cost associated with these services is determined based upon the amounts paid to the approved service providers. Values in this column also include relocation benefits provided to the NEOs as follows: Mr. Umpleby $145,213 (including a tax gross-up of $33,883), Mr. Bonfield $246,104 (including a tax gross-up of $46,722), Ms. Johnson $211,168 (including a tax gross-up of $37,086), Mr. De Lange $401,004 (including a tax gross-up of $52,211) and Mr. Creed $40,302 (including a tax gross-up of $15,837). All of the NEOs, except Mr. Creed, relocated to the Irving, Texas, area in connection with the Company’s relocation of its global headquarters and received benefits in 2022. Mr. Creed, who relocated to the Irving area prior to the global headquarters move, also received benefits in 2022. All NEOs were subject to the same policies and received the same benefits as other U.S.-based management employees who experienced a U.S. domestic relocation for the Company. The incremental cost for these relocation benefits is determined based on the actual costs or charges incurred. Mr. De Lange was previously an International Service Employee (ISE), and the amount reported also includes tax preparation fees of $1,536 (including a tax gross-up of $36) incurred in 2022 related to his ISE service in accordance with the Company’s tax equalization policy for ISEs.

~~2020~~ 2023 PROXY STATEMENT 4357

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~~GRANTS~~OF~~PLAN-BASED~~~~AWARDS~~IN~~2019~~

Name

Estimated Future Payouts Under Non-Equity
Incentive Plan Awards⁽¹⁾

Estimated
Future
Payouts
Under Equity
Incentive
Plan
Awards⁽²⁾
All Other
Option
Awards:
Number of
Securities
Underlying
Options⁽³⁾
(#)
Exercise or
Base Price
of Option
Awards
($/Share)
Grant Date
Fair Value
of Stock
and Option
Awards ($)⁽⁴⁾
Grant
Date

Threshold
($)
Target
($)
Maximum
($)

Target
(#)
D. James Umpleby III
3/4/2019

—

—

—

39,393
—
$
—
$
5,450,022
3/4/2019

—

—

—

—
163,615
$
138.35
$
6,704,943
AIP
⁽⁵⁾
$
1,378,425
$
2,756,849
$
5,513,698

—
—
$
—
$
—
Andrew R. J. Bonfield
3/4/2019

—

—

—

13,010
—
$
—
$
1,799,934
3/4/2019

—

—

—

—
54,038
$
138.35
$
2,214,477

AIP
⁽⁵⁾
$
473,863
$
947,726
$
1,895,452

—
—
$
—
$
—
Denise C. Johnson
3/4/2019

—

—

—

13,010
—
$
—
$
1,799,934
3/4/2019

—

—

—

—
54,038
$
138.35
$
2,214,477
AIP
⁽⁵⁾
$
465,195
$
930,389
$
1,860,778

—
—
$
—
$
—
William P. Ainsworth
3/4/2019

—

—

—

13,010
—
$
—
$
1,799,934
3/4/2019

—

—

—

—
54,038
$
138.35
$
2,214,477
AIP/STIP
⁽⁵⁾
$
414,556
$
829,112
$
1,658,224

—
—
$
—
$
—
Bob De Lange
3/4/2019

—

—

—

11,565
—
$
—
$
1,600,018
3/4/2019

—

—

—

—
48,034
$
138.35
$
1,968,433
AIP
⁽⁵⁾
$
438,080
$
876,159
$
1,752,318

—
—
$
—
$
—

GRANTS OF PLAN-BASED AWARDS IN 2022


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options ⁽³⁾		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Target (#)	All Other Stock Awards: Number of Shares of Stock or Units			Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
D. James Umpleby III	3/7/2022				34,316	—	—	$	—	$	6,749,957
	3/7/2022				—	—	130,579	$	196.70	$	6,749,994
	AIP⁽⁵⁾	1,476,712	2,953,425	5,906,849
Andrew R. J. Bonfield	3/7/2022				11,185	—	—	$	—	$	2,200,090
	3/7/2022				—	—	42,559	$	196.70	$	2,199,994
	AIP⁽⁵⁾	507,540	1,015,080	2,030,160
Denise C. Johnson	3/7/2022				9,405	—	—	$	—	$	1,849,964
	3/7/2022				—	—	35,788	$	196.70	$	1,849,982
	AIP⁽⁵⁾	504,578	1,009,157	2,018,313
Bob De Lange	3/7/2022				9,405	—	—	$	—	$	1,849,964
	3/7/2022				—	—	35,788	$	196.70	$	1,849,982
	AIP⁽⁵⁾	472,634	945,268	1,890,537
Joseph E. Creed	3/7/2022				9,405	—	—	$	—	$	1,849,964
	3/7/2022				—	—	35,788	$	196.70	$	1,849,982
	AIP⁽⁵⁾	403,993	807,985	1,615,971
(1) The amounts reported represent estimated potential awards under the 2022 AIP.
(2) The amounts reported in this column represent estimated potential awards under the LTIP. PRSUs were granted on March 7, 2022, under the LTIP for the 2022-2024 performance period. PRSUs vest at the end of the three-year performance period subject to the Company’s achievement of an average ROE performance hurdle during that period. There is no threshold or maximum payout opportunity with respect to these PRSUs.
(3) Amounts reported represent stock options granted under the LTIP. The exercise price for all stock options granted to the NEOs is the closing price of Caterpillar stock on the grant date, March 7, 2022. All stock options granted to the NEOs will vest in one-third increments on March 7, 2023, March 7, 2024, and March 7, 2025.
(4) The amounts shown do not reflect realized compensation by the NEO. As reported in this column, the value of PRSUs granted in 2022 under the LTIP are based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, assuming the highest level of performance is achieved for the PRSUs, which at the time of the grant reflected the probable level of achievement.
(5) The 2022 AIP estimates shown are based on each executive’s base salary for 2022. The actual payout was based on the achievement of corporate and business unit performance metrics and the Strategic Objectives Modifiers. Please refer to page 49 of the CD&A for a detailed explanation of the various performance metrics. Payments under AIP are limited by a plan cap set at $15 million. The cash payouts for the 2022 plan year are included in the column “Non-Equity Incentive Plan Compensation” of the “2022 Summary Compensation Table.”

2023 PROXY STATEMENT58

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OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

Option Awards							Stock Awards
	Number of Securities Underlying Unexercised Options			Option Exercise Price		Option Expiration Date⁽¹⁾	Number of Shares or Units of Stock that have not Vested	Market Value of Shares or Units of Stock that have not Vested		Equity Incentive Plan Awards
	Grant Date	Exercisable	Unexercisable	Option Exercise Price		Option Expiration Date⁽¹⁾	Number of Shares or Units of Stock that have not Vested			Number of Unearned Shares, Units or other Rights that have not Vested⁽²⁾	Market or Payout Value of Unearned Share, Units or other Rights that have not Vested⁽³⁾
D. James Umpleby III	3/5/2018	182,944	—	$	151.12	3/5/2028	—	$	—	—		$	—
	3/4/2019	163,615	—	$	138.35	3/4/2029	—	$	—	—		$	—
	3/2/2020	—	—	$	—		—	$	—	49,260	⁽⁴⁾	$	11,800,726
	3/2/2020	—	75,701	$	127.60	3/2/2030	—	$	—	—		$	—
	3/1/2021	—	—	$	—		—	$	—	41,327	⁽⁵⁾	$	9,900,296
	3/1/2021	51,804	103,607	$	219.76	3/1/2031	—	$	—	—		$	—
	3/7/2022	—	—	$	—		—	$	—	34,896	⁽⁵⁾	$	8,359,686
	3/7/2022	—	130,579	$	196.70	3/7/2032	—	$	—	—		$	—
Andrew R. J. Bonfield	3/2/2020	—	—	$	—		—	$	—	15,029	⁽⁴⁾	$	3,600,347
	3/2/2020	—	23,095	$	127.60	3/2/2030	—	$	—	—		$	—
	3/1/2021	—	—	$	—		—	$	—	12,280	⁽⁵⁾	$	2,941,797
	3/1/2021	15,393	30,786	$	219.76	3/1/2031	—	$	—	—		$	—
	3/7/2022	—	—	$	—		—	$	—	11,374	⁽⁵⁾	$	2,724,755
	3/7/2022	—	42,559	$	196.70	3/7/2032	—	$	—	—		$	—
Denise C. Johnson	3/4/2019	18,012	—	$	138.35	3/4/2029	—	$	—	—		$	—
	3/2/2020	—	—	$	—		—	$	—	15,446	⁽⁴⁾	$	3,700,244
	3/2/2020	—	23,736	$	127.60	3/2/2030	—	$	—	—		$	—
	3/1/2021	—	—	$	—		—	$	—	12,044	⁽⁵⁾	$	2,885,261
	3/1/2021	15,097	30,194	$	219.76	3/1/2031	—	$	—	—		$	—
	3/7/2022	—	—	$	—		—	$	—	9,564	⁽⁵⁾	$	2,291,152
	3/7/2022	—	35,788	$	196.70	3/7/2032	—	$	—	—		$	—
Bob De Lange	3/7/2016	11,717	—	$	74.77	3/7/2026	—	$	—	—		$	—
	3/6/2017	79,834	—	$	95.66	3/6/2027	—	$	—	—		$	—
	3/5/2018	60,512	—	$	151.12	3/5/2028	—	$	—	—		$	—
	3/4/2019	48,034	—	$	138.35	3/4/2029	—	$	—	—		$	—
	3/2/2020	—	—	$	—		—	$	—	15,446	⁽⁴⁾	$	3,700,244
	3/2/2020	47,474	23,736	$	127.60	3/2/2030	—	$	—	—		$	—
	3/1/2021	—	—	$	—		—	$	—	11,808	⁽⁵⁾	$	2,828,724
	3/1/2021	14,801	29,602	$	219.76	3/1/2031	—	$	—	—		$	—
	3/7/2022	—	—	$	—		—	$	—	9,564	⁽⁵⁾	$	2,291,152
	3/7/2022	—	35,788	$	196.70	3/7/2032	—	$	—	—		$	—
Joseph E. Creed	3/5/2018	18,294	—	$	151.12	3/5/2028	—	$	—	—		$	—
	3/2/2020	—	—	$	—		—	$	—	5,009	⁽⁴⁾	$	1,199,956
	3/2/2020	—	7,698	$	127.60	3/2/2030	—	$	—	—		$	—
	3/1/2021	—	—	$	—		—	$	—	11,808	⁽⁵⁾	$	2,828,724
	3/1/2021	14,801	29,602	$	219.76	3/1/2031	—	$	—	—		$	—
	3/7/2022	—	—	$			—	$	—	9,564	⁽⁵⁾	$	2,291,152
	3/7/2022	—	35,788	$	196.70	3/7/2032	—	$	—	—		$	—

(1)

~~The amounts reported represent estimated potential awards under~~Stock options granted in 2020, 2021 and 2022 are exercisable in one-third increments on each of the ~~2019 AIP~~first through third year anniversaries of the date of grant for all ~~NEOs other than Mr. Ainsworth who also participated in~~NEOs. Stock options expire ten years from the ~~2019 STIP~~grant date for ~~the portion of the year prior to his appointment to Group President.~~an active employee.

(2)

The amounts ~~reported in this column represent estimated potential awards under~~shown include the ~~LTIP.~~portion of any prior PRSU grants that were not vested as of December 31, 2022. The grants provide for DEUs to accrue on unvested PRSUs when a dividend is paid by the Company. The amount shown includes any applicable DEUs accrued as of December 31, 2022, (rounded to the nearest whole unit).

2023 PROXY STATEMENT59

Back to Contents

(3)

Market value is based on the number of PRSUs, including, when applicable, DEUs that have not vested (rounded to the nearest whole unit) multiplied by $239.56, the closing price of Caterpillar’s common stock on December 30, 2022.

(4)

This amount represents the PRSUs that vested based on the achievement of an average ROE performance hurdle over the three-year performance cycle. The Company achieved the ROE performance hurdle and, accordingly, the PRSUs vested and the shares were ~~granted on March 4, 2019 under~~released February 7, 2023.

(5)

This amount represents the ~~LTIP for the 2019-2021 performance period.~~ PRSUs that are scheduled to vest atfollowing the end of ~~a three-year~~the performance period ~~subject to~~in 2023 and 2024, respectively, based on the Company’s achievement of an average ROE performance hurdle ~~during that~~over the three-year performance period. ~~There is no threshold or maximum payout opportunity with respect to these PRSUs.~~

~~(3)~~

~~Amounts reported represent stock options granted under the LTIP.~~ The ~~exercise price for all stock options granted to the NEOs is the closing price~~number of ~~Caterpillar stock on the grant date. All stock options granted to the NEOs will vest in one-third increments on March 4, 2020, March 4, 2021 and March 4, 2022.~~

~~(4)~~

~~The amounts shown do not reflect realized compensation by the NEO. As~~PRSUs reported in this ~~column, the value of PRSUs granted in 2019 under the LTIP are based on~~table assumes the aggregate ~~grant date fair value computed in accordance with FASB ASC Topic 718, assuming the highest level of~~ROE performance hurdle is achieved for the ~~PRSUs, which at the time of the grant reflected the probable level of achievement.~~

~~(5)~~

~~The 2019 AIP and STIP estimates shown are based upon each executive’s base salary for 2019. The actual payout was based on the achievement of corporate and business unit~~three-year performance metrics and the Strategic Objectives Modifier. Please refer to page 36 of the CD&A for a detailed explanation of the various performance metrics. Payments under AIP are limited by a plan cap set at $15 million. The cash payouts for the 2019 plan year are included in the column “Non-equity Incentive Plan Compensation” of the “2019 Summary Compensation Table.”period.

~~2020 PROXY STATEMENT 44~~

~~Back to Contents~~

~~OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END~~

Name
Option Awards

Stock Awards
Number of Securities Underlying
Unexercised SARs/Options
SAR / Option
Exercise Price
SAR / Option
Expiration
Date⁽¹⁾
Number of
Shares or
Units of
Stock that
have not
Vested⁽²⁾
Market Value
of Shares or Units
of Stock that have
not Vested⁽³⁾
Equity Incentive Plan Awards:
Grant Date
Exercisable
Unexercisable
Number of
Unearned
Shares,
Units or other
Rights that
have not
Vested⁽⁴⁾
Market or
Payout Value
of Unearned
Shares, Units
or other Rights
that have not
Vested⁽⁵⁾
D. James Umpleby III
03/05/2012
21,416
—
$
110.09
03/05/2022

—
$
—
—

$
—
03/04/2013
79,976
—
$
89.75
03/04/2023

—
$
—
—

$
—
03/03/2014
85,606
—
$
96.31
03/03/2024

—
$
—
—

$
—
03/02/2015
172,621
—
$
83.00
03/02/2025

—
$
—
—

$
—
03/07/2016
114,049
—
$
74.77
03/07/2026

—
$
—
—

$
—
03/06/2017
—
—
$
—
—

—
$
—
37,895
⁽⁶⁾
$
5,596,334
03/06/2017
142,914
71,456
$
95.66
03/06/2027

—
$
—
—

$
—
03/05/2018
—
—
$
—
—

—
$
—
45,050
⁽⁷⁾
$
6,652,984
03/05/2018
60,982
121,962
$
151.12
03/05/2028

—
$
—
—

$
—
03/04/2019
—
—
$
—
—

—
$
—
40,304
⁽⁷⁾
$
5,952,095
03/04/2019
—
163,615
$
138.35
03/04/2029

—
$
—
—

$
—
Andrew R. J. Bonfield
09/07/2018
—
—
$
—
—

13,567
$
2,003,575
—

$
—
09/07/2018
—
—
$
—
—

—
$
—
5,500
⁽⁷⁾
$
812,240
09/07/2018
7,693
15,384
$
141.32
03/05/2028

—
$
—
—

$
—
03/04/2019
—
—
$
—
—

—
$
—
13,311
⁽⁷⁾
$
1,965,768
03/04/2019
—
54,038
$
138.35
03/04/2029

—
$
—
—

$
—
Denise C. Johnson
03/06/2017
—
—
$
—
—

—
$
—
18,294
⁽⁶⁾
$
2,701,658
03/06/2017
—
34,496
$
95.66
03/06/2027

—
$
—
—

$
—
03/05/2018
—
—
$
—
—

—
$
—
13,862
⁽⁷⁾
$
2,047,140
03/05/2018
18,764
37,526
$
151.12
03/05/2028

—
$
—
—

$
—
03/04/2019
—
—
$
—
—

—
$
—
13,311
⁽⁷⁾
$
1,965,768
03/04/2019
—
54,038
$
138.35
03/04/2029

—
$
—
—

$
—
William P. Ainsworth
03/02/2015
15,199
—
$
83.00
03/02/2025

—
$
—
—

$
—
05/01/2015
—
—
$
—
—

125
$
18,460
—

$
—
03/07/2016
30,694
—
$
74.77
03/07/2026

—
$
—
—

$
—
03/06/2017
—
—
$
—
—

—
$
—
12,283
⁽⁶⁾
$
1,813,953
03/06/2017
46,324
23,162
$
95.66
03/06/2027

—
$
—
—

$
—
03/05/2018
—
—
$
—
—

—
$
—
8,317
⁽⁷⁾
$
1,228,255
03/05/2018
11,258
22,516
$
151.12
03/05/2028

—
$
—
—

$
—
03/04/2019
—
—
$
—
—

—
$
—
13,311
⁽⁷⁾
$
1,965,768
03/04/2019
—
54,038
$
138.35
03/04/2029

—
$
—
—

$
—

~~2020 PROXY STATEMENT 45~~

~~Back to Contents~~

~~Name~~

~~Option Awards~~

~~Stock Awards~~

~~Number of Securities Underlying~~

~~Unexercised SARs/Options~~

~~SAR / Option~~

~~Exercise Price~~

~~SAR / Option~~

~~Expiration~~

~~Date~~⁽¹⁾

~~Number of~~

~~Shares or~~

~~Units of~~

~~Stock that~~

~~have not~~

~~Vested~~⁽²⁾

~~Market Value~~

~~of Shares or Units of~~

~~Stock that have not~~

~~Vested~~⁽³⁾

~~Equity Incentive Plan Awards:~~

~~Grant Date~~

~~Exercisable~~

~~Unexercisable~~

~~Number of~~

~~Unearned~~

~~Shares,~~

~~Units or~~

~~other Rights~~

~~that have not~~

~~Vested~~⁽⁴⁾

~~Market or~~

~~Payout Value~~

~~of Unearned~~

~~Shares, Units~~

~~or other Rights~~

~~that have not~~

~~Vested~~⁽⁵⁾

Bob De Lange
03/04/2013
3,994
—
$
89.75
03/04/2023

—
$
—
—

$
—
03/03/2014
5,795
—
$
96.31
03/03/2024

—
$
—
—

$
—
03/02/2015
31,888
—
$
83.00
03/02/2025

—
$
—
—

$
—
03/07/2016
46,870
—
$
74.77
03/07/2026

—
$
—
—

$
—
03/06/2017
—
—
$
—
—

—
$
—
14,112
⁽⁶⁾
$
2,084,060
03/06/2017
53,223
26,611
$
95.66
03/06/2027

—
$
—
—

$
—
03/05/2018
—
—
$
—
—

—
$
—
14,901
⁽⁷⁾
$
2,200,580
03/05/2018
20,171
40,341
$
151.12
03/05/2028

—
$
—
—

$
—
03/04/2019
—
—
$
—
—

—
$
—
11,832
⁽⁷⁾
$
1,747,350
03/04/2019
—
48,034
$
138.35
03/04/2029

—
$
—
—

$
—
(1)
Stock options granted in 2017, 2018 and 2019 are exercisable in one-third increments on each of the first through third year anniversaries of the date of grant for all NEOs except Mr. Bonfield. Mr. Bonfield’s 2018 option grant vests in one-third increments on March 5, 2019, March 5, 2020 and March 5, 2021, the same date as the other NEOs. Stock options expire ten years from the grant date for an active employee, except Mr. Bonfield’s 2018 options expire March 5, 2028, the same date as other NEOs.
(2)
The amounts shown include the portion of any prior RSU grants that were not vested as of December 31, 2019. The 2018 RSU grant to Mr. Bonfield provides for dividend equivalent units (DEUs) to accrue on unvested RSUs when a dividend is paid by the company. The amounts shown include any applicable DEUs as of December 31, 2019 (rounded to the nearest whole unit).
(3)
Market value is based on the number of RSUs, including, when applicable, DEUs that have not vested (rounded to the nearest whole unit), multiplied by $147.68, the closing price of Caterpillar’s common stock on December 31, 2019.
(4)
The amounts shown include the portion of any prior PRSU grants that were not vested as of December 31, 2019. The 2018 and 2019 PRSU grants provide for DEUs to accrue on unvested PRSUs when a dividend is paid by the Company. The amount shown includes any applicable DEUs accrued as of December 31, 2019 (rounded to the nearest whole unit).
(5)
Market value is based on the number of PRSUs, including, when applicable, DEUs that have not vested (rounded to the nearest whole unit) multiplied by $147.68, the closing price of Caterpillar’s common stock on December 31, 2019.
(6)
This amount represents the PRSUs that vested based on the achievement of an average ROE performance hurdle over the three-year performance cycle. The Company achieved the ROE performance hurdle and, accordingly, the PRSUs were released February 12, 2020.
(7)
This amount represents the PRSUs that are scheduled to vest following the end of the performance period in 2020 and 2021, respectively, based on the Company’s achievement of an average ROE performance hurdle over the three-year performance period. The number of PRSUs reported in this table assumes the aggregate ROE performance hurdle is achieved for the three-year performance period.

2020 PROXY STATEMENT 46
Back to Contents
20192022 OPTION EXERCISES AND STOCK VESTED

Name	Option Awards⁽¹⁾			Stock Awards⁽²⁾
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise	Number of Shares Acquired on Vesting		Value Realized on Vesting
D. James Umpleby III	151,402	$	34,769,469	42,281	$	8,488,756
Andrew R. J. Bonfield	41,107	$	8,654,051	13,964	$	2,803,552
Denise C. Johnson	23,737	$	5,700,203	13,964	$	2,803,552
Bob De Lange	35,153	$	8,052,971	12,413	$	2,492,158
Joseph E. Creed	22,709	$	5,395,886	3,879	$	778,787
(1) Upon exercise, options may have been withheld to satisfy income tax obligations. The amounts shown are gross amounts. (2) Upon vesting of RSUs or PRSUs, units may have been withheld to satisfy income tax obligations. The amounts shown are gross amounts.

2022 PENSION BENEFITS

Name	Plan Name⁽¹⁾	Number of Years of Credited Service⁽²⁾		Present Value of Accumulated Benefit^(3,4)		Payments During Last Fiscal Year
D. James Umpleby III	RIP - Solar RP	25	$	1,816,932	$	—
	Solar MRO	25	$	29,875,976	$	—
Andrew R. J. Bonfield		—	$	—	$	—
Denise C. Johnson		—	$	—	$	—
Bob De Lange		—	$	—	$	—
Joseph E. Creed	RIP	13.58	$	197,483	$	—
(1) Upon his initial hire with Solar Turbines Inc, a wholly owned subsidiary of Caterpillar, on July 7, 1980, Mr. Umpleby became eligible to participate in the Solar Turbines Inc. Retirement Plan (Solar RP) and the Solar Turbines Incorporated Managerial Retirement Objective Plan (Solar MRO). Mr. Creed participates in the Caterpillar, Inc. Retirement Income Plan (RIP). The Solar RP was merged into RIP as of January 1, 2015; however, all benefit and eligibility provisions of Solar RP remain unchanged. The RIP is a noncontributory U.S. qualified defined benefit pension plan and the Solar MRO is a U.S. non-qualified pension plan. Mr. Bonfield, Ms. Johnson and Mr. De Lange do not participate in a pension plan. (2) Mr. Umpleby has more than 42 years of service with the Company and meets the early retirement eligibility requirement of age 55 with at least ten years of service. The Solar RP was merged into RIP as of January 1, 2015; however, all benefit and eligibility provisions of Solar RP remain unchanged. The total benefit formula for the Solar RP is 60 percent of final average salary prorated for years of service less than 25 minus 65 percent of the monthly Social Security benefit. Final average salary is the average base salary for the highest consecutive 36-month period during the 120-month period prior to the determination date. The Solar MRO provides a benefit under the same benefit formula but includes base salary and annual cash incentive pay. Amounts payable under both Solar RP and Solar MRO are based upon a maximum of 25 years of service. Mr. Creed has more than 25 years of service with the Company. The Traditional benefit formula for the RIP is 1.5 percent of final average salary times years of service as of the freeze date of the plan (up to 35). Final average salary is the average base and incentive salary for the 5 highest 12-month periods during the 120-month period prior to the determination date. Mr. Creed does not currently meet early retirement eligibility requirement criteria as defined under RIP but would be eligible upon attainment of 30 years of service or age 55, whichever comes first. The employees’ annual retirement income benefits under the RIP and Solar RP are restricted by the Internal Revenue Code limitations and the excess benefit is paid from the Solar MRO for Mr. Umpleby. Solar MRO is not funded. (3) The present value of accumulated benefits payable is determined assuming commencement on the NEO’s earliest unreduced retirement date using a discount rate of 5.35% and the PRI-2012 White Collar separate annuitant and non-annuitant mortality table with a load factor of 93.6% and projected forward using Scale MP-2021 fully generational. Mr. Umpleby satisfies the plans’ unreduced early retirement criteria, attainment of age 62 with at least 10 years of service. Mr. Creed does not satisfy unreduced early retirement criteria; his benefit is valued at his normal retirement age. (4) Mr. Umpleby’s pension benefit is based on the average of the highest consecutive 36 months of pensionable earnings in the 120-month period prior to the determination date of December 31, 2019, the date on which the Solar RP and Solar MRO were frozen for all sunset employees. Mr. Creed’s pension benefit under RIP is based on the average of the 5 highest 12-month periods within the 120-month period preceding the determination date of December 31, 2010, the date on which RIP was frozen for all non-sunset employees. Pensionable earnings under these plans include base salary and annual cash incentive pay. Although Mr. Umpleby and Mr. Creed no longer accrue additional benefits under these plans, the present value of the accumulated benefit as reported may increase or decrease each year based on the actuarial and interest rate assumptions used to calculate the benefits for financial reporting purposes.

2023 PROXY STATEMENT60

Name
Option Awards⁽¹⁾

Stock Awards⁽²⁾
Number of Shares
Acquired on Exercise
Value Realized
on Exercise
Number of Shares
Acquired on Vesting
Value Realized
on Vesting
D. James Umpleby III
29,477
$
1,554,655

18,029
$
2,375,862
Andrew R. J. Bonfield
—
$
—

13,091
$
1,687,849
Denise C. Johnson
83,770
$
4,230,647

7,292
$
962,929
William P. Ainsworth
—
$
—

7,468
$
985,009
Bob De Lange
8,468
$
434,072

7,409
$
976,358
(1)
Upon exercise, option holders may surrender shares to satisfy income tax withholding requirements. The amounts shown are gross amounts.
(2)
Upon vesting of the RSUs or PRSUs, shares are surrendered to satisfy income tax withholding requirements. The amounts shown are gross amounts.

~~2019~~~~PENSION~~~~BENEFITS~~

Name
Plan Name⁽¹⁾
Number of Years of
Credited Service⁽²⁾
Present Value of
Accumulated Benefit^(3,4)
Payments During
Last Fiscal Year
D. James Umpleby III
RIP
25
$
2,445,955
$
—
Solar MRO
25
$
39,167,527
$
—
Andrew R. J. Bonfield
—
—
$
—
$
—
Denise C. Johnson
—
—
$
—
$
—
William P. Ainsworth
—
—
$
—
$
—
Bob De Lange
—
—
$
—
$
—
(1)
Mr. Umpleby participates in the Solar RP and Solar MRO as described in footnote 4 to the Summary Compensation Table. The Solar RP is a noncontributory U.S. qualified defined benefit pension plan and the Solar MRO is a U.S. non-qualified pension plan. Mr. Umpleby entered Solar RP upon his initial hire with Solar Turbines Inc. on July 7, 1980.
(2)
Upon his initial hire with Solar Turbines Inc, a wholly owned subsidiary of Caterpillar, on July 7, 1980, Mr. Umpleby became eligible to participate in the Solar Turbines Inc. Retirement Plan and the Solar Turbines Incorporated Managerial Retirement Objective Plan (Solar MRO). Mr. Umpleby has more than 39 years of service with the Company and meets the early retirement eligibility requirement of age 55 with at least ten years of service. Early retirement benefits paid under Solar RP and Solar MRO have a three percent reduction per year under age 62. The Solar RP was merged into RIP as of January 1, 2015; however, all benefit and eligibility provisions of Solar RP remain unchanged. The total benefit formula for the Solar RP is 60 percent of final average salary (which includes base pay) prorated for years of service less than 25 minus 65 percent of the monthly Social Security benefit. Final average salary is the average base salary for the highest consecutive 36-month period during the 120-month period prior to retirement. The Solar MRO provides a benefit under the same benefit formula but includes base salary and annual cash incentive pay. Amounts payable under both Solar RP and Solar MRO are based upon a maximum of 25 years of service. The employee’s annual retirement income benefit under the Solar RP is restricted by the Internal Revenue Code limitations and the excess benefits are paid from the Solar MRO. The Solar MRO is not funded. Mr. Bonfield, Mr. Ainsworth, Ms. Johnson and Mr. De Lange do not participate in a pension plan.
(3)
The present value of accumulated benefits payable is determined assuming commencement on Mr. Umpleby’s earliest unreduced retirement date using a discount rate of 3.15% and the RP-2014 White Collar separate annuitant and non-annuitant mortality table with a load factor of 92.9% adjusted backward to 2006 with MP-2014 and projected forward using Scale MP-2019 with a convergence at 2035 and 75% of long-term convergence rates (0.75% for ages up to and including 85). Mr. Umpleby satisfies the plans’ criteria, attainment of age 55 with at least 10 years of service, for unreduced early retirement benefits payable beginning at age 62.
(4)
Mr. Umpleby’s change in pension value was primarily due to an increase in his annual pensionable earnings resulting from an additional year of compensation as CEO. The pension benefit is based on the average of the highest consecutive 36 months in the 10-year period prior to the determination date of December 31, 2019, the same date on which the Solar RP and Solar MRO were frozen for all employees, including Mr. Umpleby. Pensionable earnings include base salary and annual cash incentive pay. During Mr. Umpleby’s tenure as CEO, there have been no changes made to the plans’ benefit formula provisions (other than to freeze benefit accruals) and Mr. Umpleby’s benefit is determined in the same manner as any similarly situated management employee with a similar service and compensation history.

~~2020 PROXY STATEMENT 47~~

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20192022 NONQUALIFIEDDEFERREDCOMPENSATION

The ~~“2019~~“2022 Nonqualified Deferred Compensation” table describes unfunded, non-qualified deferred compensation plans that permit the deferral of salary, bonus and short-term cash performance awards by NEOs. These plans also provide for matching and/or annual non-elective contributions by the Company. NEOs are eligible to receive the amount in their deferred compensation accounts following termination under any termination scenario unless the NEO elected to further defer the payment as permitted by the plans.

Name
Plan
Name⁽¹⁾
Executive
Contributions
in 2019⁽²⁾
Registrant
Contributions
in 2019⁽²⁾
Aggregate
Earnings
in 2019⁽³⁾
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at
12/31/19⁽⁴⁾
D. James Umpleby III
SDCP
$
362,220
$
181,110
$
1,052,741
$
—
$
5,203,650
SEIP
$
—
$
—
$
9,155
$
—
$
45,901
DEIP
$
—
$
—
$
903,257
$
—
$
4,130,940
Andrew R. J. Bonfield
SDCP
$
41,440
$
41,440
$
4,898
$
—
$
87,778
Denise C. Johnson
SDCP
$
580,453
$
191,242
$
383,878
$
—
$
2,606,136
William P. Ainsworth
SDCP
$
—
$
—
$
—
$
—
$
—
Bob De Lange
SDCP
$
99,708
$
177,430
$
66,711
$
—
$
513,643
(1)
The Supplemental Deferred Compensation Plan (SDCP) is a non-qualified deferred compensation plan adopted in March 2007 with a retroactive effective date of January 1, 2005, which effectively replaced the Supplemental Employees’ Investment Plan (SEIP) and Deferred Employees’ Investment Plan (DEIP).
(2)
SDCP allows eligible U.S. employees, including all NEOs, to voluntarily defer a portion of their base salary and annual incentive pay into the plan and receive a Company matching contribution. Amounts deferred by executives in 2019 are included in the “2019 Summary Compensation Table.” Matching and/or annual non-elective contributions in non-qualified deferred compensation plans made by Caterpillar in 2019 are also included in the “2019 All Other Compensation Table” under the Company Contributions SDCP column. SDCP participants may elect a lump sum payment or an installment distribution payable for up to 15 years after separation.
(3)
Aggregate earnings comprise interest, dividends, capital gains and appreciation/depreciation of investment results. The investment choices available to the participant mirror those of the Company’s 401(k) plans.
(4)
Amounts in this column include the following amounts reported in the “Summary Compensation Table” for the years 2017–2019 as follows: Mr. Umpleby $1,065,309, Mr. Bonfield $82,880, Ms. Johnson $1,382,725 and Mr. De Lange $441,733.

Name	Plan Name⁽¹⁾		Executive Contributions in 2022⁽²⁾		Registrant Contributions in 2022⁽²⁾		Aggregate Earnings in 2022⁽³⁾		Aggregate Balance At 12/31/2022⁽⁴⁾
D. James Umpleby III	SDCP	$	370,529	$	437,904	$	472,128	$	9,961,511
D. James Umpleby III	SEIP	$	—	$	—	$	(10,773)	$	54,373
	DEIP	$	—	$	—	$	(659,160)	$	5,427,873
Andrew R. J. Bonfield	SDCP	$	175,908	$	148,651	$	(97,181)	$	823,424
Denise C. Johnson	SDCP	$	140,612	$	168,430	$	941,851	$	6,089,022
Bob De Lange	SDCP	$	137,331	$	162,236	$	177,431	$	1,808,149
Joseph E. Creed	SDCP	$	97,484	$	116,234	$	240,345	$	1,577,752
(1) The Supplemental Deferred Compensation Plan (SDCP) is a non-qualified deferred compensation plan, which effectively replaced the Supplemental Employees’ Investment Plan (SEIP) and Deferred Employees’ Investment Plan (DEIP). (2) SDCP allows eligible U.S. employees, including all NEOs, to voluntarily defer a portion of their base salary and annual incentive pay into the plan and receive a Company matching contribution. Amounts deferred by executives in 2022 for base salary and annual incentive pay are included in the “2022 Summary Compensation Table.” Eligible U.S. employees, including all NEOs, also receive an annual non-elective contribution to SDCP by the Company regardless of employee deferrals. Annual non-elective contributions and/or matching contributions to SDCP made by Caterpillar in 2022 are included in the “2022 All Other Compensation Table” under the “Company Contributions SDCP” column. SDCP participants may elect to receive a lump sum payment, or installment payments payable for up to 15 years, following their separation from service. (3) Aggregate earnings comprise interest, dividends, capital gains and appreciation/depreciation of notional investment results. The investment choices available to the participant mirror those of the Company’s 401(k) plans. (4) Amounts in this column include the following amounts that have been reported in the “Summary Compensation Table” for the years 2020–2022 as follows: Mr. Umpleby $2,054,986, Mr. Bonfield $842,048, Ms. Johnson $1,072,979, Mr. De Lange $838,512, Mr. Creed $423,282.

~~2020~~ 2023 PROXY STATEMENT 4861

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POTENTIALPAYMENTSUPONTERMINATIONORCHANGEINCONTROL

Except for customary provisions in employee compensation plans ~~and~~or as required by law, there are no pre-existing severance or change in control agreements with the NEOs.

The following is a summary of the compensation that would become payable under the existing compensation plans if an NEO’s employment had terminated on December 31, ~~2019~~2022, in each of the following scenarios:

■

Voluntary Separation, including retirement that does not qualify as Long-Service Separation

■

Long-Service Separation (separation after age 55 with five or more years of Company service)

■

Termination for Cause

■

Termination without Cause or for Good Reason within one year following a change in control (termination following CIC)

EQUITY AWARDS
Voluntary Separation	■ Stock ~~Options and SARs:~~Options: Vested awards are exercisable until the earlier of the expiration date or 60 days from the separation date; unvested awards are forfeited
Voluntary Separation	■ ~~PRSUs and RSUs:~~PRSUs: Unvested awards are forfeited
Long-Service Separation	■ Stock Options ~~and SARs granted prior to 2016: Vest and are exercisable until the earlier of the expiration date or 60 months from the separation date~~
	■ ~~Stock Options~~ granted in 2016: ~~Vest and become immediately~~Remain exercisable for the remaining term of the award
	■ Stock Options granted in 2017 and after: Vest over the normal vesting schedule and become exercisable for the remaining term of the award
■ ~~RSUs granted in 2015: Accelerated vesting~~
■ ~~RSUs granted in 2017 and after: Vest over their normal vesting schedule~~
■ PRSUs granted in 2017 and 2018: Remain outstanding and vest on a prorated basis if and to the extent performance goal is achieved; proration is based on the number of months employed during the performance cycle
■ ~~PRSUs granted in 2019 and after:~~PRSUs: Remain outstanding and vest if and to the extent performance goal is achieved
Termination for Cause	■ Stock ~~Options and SARs:~~Options: Vested but unexercised awards and unvested awards are forfeited
Termination for Cause	■ ~~PRSUs and RSUs:~~PRSUs: Unvested awards are forfeited
Termination following CIC	■ Stock Options: Vest and become immediately exercisable for remaining term of the award
Termination following CIC	■ ~~PRSUs and RSUs:~~PRSUs: Accelerated vesting of outstanding awards

ANNUAL INCENTIVE AWARDS
Voluntary Separation	■ Payment is forfeited
Long-Service Separation	■ Payment for a pro-rated service period based on actual results
Termination for Cause	■ Payment is forfeited
Termination following CIC	■ Payment for a pro-rated service period assuming achievement of target opportunity ~~(not applicable to Short-Term Incentive Plan)~~

~~2020~~ 2023 PROXY STATEMENT 4962

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

TERMSANDPOTENTIALPAYMENTS–CHANGEINCONTROL

The following tabular information quantifies certain payments that would become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, ~~2019.~~2022. The information is provided relative to the NEO’s compensation and service levels as of the date specified. If applicable, they are based on the Company’s closing stock price on December ~~31, 2019.~~30, 2022.

Name
Termination Scenario⁽¹⁾
Equity Awards
Annual
Incentive⁽⁴⁾
Retention/Retirement
Payment

Total
Stock
Options/
SARs⁽²⁾
PRSUs/RSUs⁽³⁾
D. James Umpleby III
Voluntary Separation
$
5,243,669
$
15,983,665
$
2,336,000

$
—

$
23,563,334
Termination for Cause
$
—
$
—
$
—

$
—

$
—
Termination following CIC
$
5,243,669
$
18,201,308
$
2,756,849

$
—

$
26,201,826
Andrew R. J. Bonfield
Voluntary Separation
$
—
$
—
$
730,000

$
—

$
730,000
Termination for Cause
$
—
$
—
$
—

$
—

$
—
Termination following CIC
$
602,017
$
4,781,488
$
947,726

$
—

$
6,331,231
Denise C. Johnson
Voluntary Separation
$
—
$
—
$
840,000

$
—

$
840,000
Termination for Cause
$
—
$
—
$
—

$
—

$
—
Termination following CIC
$
2,298,656
$
6,714,529
$
930,389

$
—

$
9,943,574
William P. Ainsworth
Voluntary Separation
$
1,709,062
$
4,617,001
$
744,000

$
—

$
7,070,063
Termination for Cause
$
—
$
—
$
—

$
—

$
—
Termination following CIC
$
1,709,062
$
5,026,429
$
829,112

$
—

$
7,564,603
Bob De Lange
Voluntary Separation
$
—
$
—
$
820,000

$
—

$
820,000
Termination for Cause
$
—
$
—
$
—

$
—

$
—
Termination following CIC
$
1,832,461
$
6,032,039
$
876,159

$
—

$
8,740,659

(1) If a NEO qualifies for Long-Service Separation and voluntarily separates from the company, Long-Service Separation rules will apply. In 2019, Mr. Umpleby and Mr. Ainsworth each qualified for Long-Service Separation and would therefore receive the amounts reported under “Voluntary Separation.”

(2) For valuation purposes, as of December 31, 2019 the option exercise price was lower than the year-end closing price of $147.68 for the 2017 and 2019 grants and for Mr. Bonfield’s options granted on September 7, 2018, and higher than the year-end closing price of $147.68 for the 2018 grant for NEOs other than Mr. Bonfield. The 2017, 2018 and 2019 grants were not fully vested as of December 31, 2019.

(3) The valuation shown is based on the number of PRSUs and RSUs, including any applicable DEUs, that would vest multiplied by the closing price of Caterpillar common stock on December 31, 2019, which was $147.68 per share.

~~(4) The AIP provisions limit the payout to a maximum of $15.0 million in any single year. Amounts shown for “Termination following CIC” represent the target payout available under AIP.~~

Name	Termination Scenario⁽¹⁾	Equity Awards					Annual Incentive⁽⁴⁾		Total
Name	Termination Scenario⁽¹⁾		Stock Options⁽²⁾		PRSUs/ RSUs⁽³⁾		Annual Incentive⁽⁴⁾		Total
D. James Umpleby III	Voluntary Separation	$	16,123,519	$	30,060,708	$	4,614,800	$	50,799,027
	Termination for Cause	$	—	$	—	$	—	$	—
	Termination Following CIC	$	16,123,519	$	30,060,708	$	2,953,425	$	49,137,652
Andrew R. J. Bonfield	Voluntary Separation	$	—	$	—	$	—	$	—
	Termination for Cause	$	—	$	—	$	—	$	—
	Termination Following CIC	$	5,019,358	$	9,266,899	$	1,015,080	$	15,301,337
Denise C. Johnson	Voluntary Separation	$	4,789,198	$	8,876,657	$	1,544,800	$	15,210,655
	Termination for Cause	$	—	$	—	$	—	$	—
	Termination Following CIC	$	4,789,198	$	8,876,657	$	1,009,157	$	14,675,012
Bob De Lange	Voluntary Separation	$	—	$	—	$	—	$	—
	Termination for Cause	$	—	$	—	$	—	$	—
	Termination Following CIC	$	4,777,477	$	8,820,120	$	945,268	$	14,542,865
Joseph E. Creed	Voluntary Separation	$	—	$	—	$	—	$	—
	Termination for Cause	$	—	$	—	$	—	$	—
	Termination Following CIC	$	2,981,862	$	6,319,832	$	807,985	$	10,109,679
(1) If a NEO qualifies for Long-Service Separation and voluntarily separates from the company, Long-Service Separation rules will apply. In 2022, Mr. Umpleby and Ms. Johnson qualified for Long-Service Separation and would therefore receive the amounts reported under “Voluntary Separation.” (2) For valuation purposes, as of December 31, 2022, the option exercise price was lower than the year-end closing price of $239.56 for all outstanding options. The 2020, 2021 and 2022 grants were not fully vested as of December 31, 2022. (3) The valuation shown is based on the number of PRSUs and RSUs, including any applicable DEUs, that would vest multiplied by the closing price of Caterpillar common stock on December 30, 2022, which was $239.56 per share. (4) The AIP provisions limit the payout to a maximum of $15.0 million per participant in any single year. Amounts shown for “Termination following CIC” represent the target payout available under the AIP.

~~2020~~ 2023 PROXY STATEMENT 5063

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COMPENSATIONRISK

The CHRC regularly reviews the Company’s compensation policies and practices, including the risks created by the Company’s compensation plans. In addition, the Company also conducted a review of its compensation plans and related risks to the Company. The Company reviewed its analysis with the CHRC and the independent compensation consultant, and the CHRC concluded that the compensation plans reflected the appropriate compensation goals and philosophy and do not incentivize excessive or inappropriate risk taking. Based on this review and analysis, the Company has concluded that any risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

CEOPAYRATIO

The Company is providing the following disclosure about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Umpleby, the Chairman and CEO. To better understand this disclosure, it is important to emphasize that the Company’s compensation programs are designed to reflect local market practices across our global operations. The Company strives to create a competitive global compensation program in terms of both the position and the geographic location in which Caterpillar employees are located. As a result, the Company’s compensation programs vary among each local market to provide for a competitive compensation package.

■

The median annual total compensation of all Caterpillar employees, other than Mr. Umpleby, was ~~$65,132.~~$56,930.

■

Mr. Umpleby’s annual total compensation, as reported in the Summary Compensation Table, was ~~$34,519,129.~~$20,607,600.

■

The ratio of Mr. Umpleby’s annual total compensation compared to the median of the annual total compensation of all employees was ~~530~~362 to 1.

As permitted by SEC rules, it was determined that for 2019 the Company could refer to the same median employee that was identified for 2017. There has been no change in either our employee population or our employee compensation arrangements in 2019 and 2018 that we believe would significantly impact our pay ratio disclosure. TheA new median employee was identified by including all ~~full- and~~full-and part-time employees as of October 1, ~~2017,~~2022, of which approximately 4344 percent were in the U.S. and 5756 percent were outside of the ~~United States.~~U.S. The Company did not exclude any of its employees when determining the employee population from which to identify the median employee. For purposes of identifying the Company’s median employee, the Company considered the base salary and annual cash incentive. Base salary and annual cash incentive were chosen because (i)they represent the principal forms of compensation delivered to all employees and (ii) this information is readily available in each country. In addition, compensation was measured using the 12-month period ending December 31, ~~2017.~~2022.

The Company’s median employee’s total compensation for ~~2019~~2022 was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules.

2023 PROXY STATEMENT64

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PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” as determined under SEC ~~rules,~~requirements to our CEO and to our other NEOs and certain financial performance of the ~~annual total~~Company. Compensation actually paid does not reflect the actual amount of compensation ~~for both Mr. Umpleby~~earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with Company’s performance, see the Compensation Discussion and Analysis.

PAY VERSUS PERFORMANCE TABLE

Year⁽¹⁾									Value of Initial Fixed $100 Investment Based On:
Year⁽¹⁾	SCT Total Compensation for CEO		Compensation Actually Paid⁽²⁾to CEO		Average SCT Total Compensation for Other NEOs		Average Compensation Actually Paid⁽²⁾to Other NEOs		Cumulative TSR⁽³⁾		Cumulative Peer Group TSR (S&P 500 Industrials)⁽³⁾		Net Income		Return on Equity	⁽⁴⁾
2022	$	20,607,600	$	25,529,692	$	6,610,827	$	9,756,542	$	174.60	$	127.15	$	6,705m	45.3	%
2021	$	24,298,032	$	25,003,543	$	7,610,248	$	9,775,102	$	147.22	$	134.52	$	6,489m	37.2	%
2020	$	13,676,551	$	22,734,659	$	4,749,102	$	8,894,074	$	126.97	$	111.06	$	2,998m	24.0	%
(1) For each covered year, D. James Umpleby III served as our Chief Executive Officer. For 2022 and 2021, our other Named Executive Officers were Andrew Bonfield, Denise Johnson, Bob De Lange and Joe Creed and, for 2020, our other Named Executive Officers were Andrew Bonfield, William Ainsworth, Bob De Lange and Denise Johnson. (2) Amounts reported in this column are based on total compensation reported for our CEO and for other NEOs, respectively, in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.


			SCT Total Compensation		Grant Date fair value of current year grants as disclosed in the SCT		Year-End fair value of awards granted in current year and unvested at year-end		Vest Date fair value of awards granted and vested in current year		Change in fair value of awards granted in prior years and unvested at year-end		Change in fair value of awards granted in prior years and vested in current year		Prior Year-End fair value of any awards forfeited during current year		Compensation Actually Paid
2022	CEO⁽¹⁾	$	20,607,600	$	(13,499,951)	$	8,316,746	$	6,837,116	$	1,492,890	$	1,775,291	$	0	$	25,529,692
2022	NEO Average⁽¹⁾	$	6,610,827	$	(3,874,981)	$	4,864,143	$	468,465	$	1,539,808	$	148,280	$	0	$	9,756,542
2021	CEO⁽¹⁾	$	24,298,032	$	(17,499,992)	$	8,357,495	$	7,294,993	$	1,362,453	$	1,190,562	$	0	$	25,003,543
2021	NEO Average⁽¹⁾	$	7,610,248	$	(5,075,011)	$	4,093,237	$	556,254	$	1,043,735	$	1,546,639	$	0	$	9,775,102
2020	CEO⁽¹⁾	$	13,676,551	$	(11,799,969)	$	8,605,145	$	8,872,914	$	1,598,662	$	1,781,356	$	0	$	22,734,659
2020	NEO Average⁽¹⁾	$	4,749,102	$	(3,799,993)	$	5,991,911	$	789,536	$	1,341,267	$	(177,749)	$	0	$	8,894,074

(3)

Total shareholder return amounts assume an initial investment of $100 on December 31, 2019.

(4)

In accordance with SEC rules, the Company is required to include in the Pay Versus Performance Table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined Return on Equity, which is a metric included in our incentive program, meets this requirement, and therefore, we have included this performance measure in the Pay Versus Performance Table. See page 53 for information regarding adjustments made to ROE.

2023 PROXY STATEMENT65

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The graphs below provide descriptions of the relationship between compensation actually paid (CAP) to our CEO and the ~~median employee~~average of the CAP to our other NEOs and our total shareholder return (TSR), net income and ROE for the period indicated. In addition, the first graph below describes the relationship between Caterpillar’s TSR and our peer group’s TSR (S&P 500 Industrials) for the period indicated.

2023 PROXY STATEMENT66

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COMPANY’S MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

The following are the most important financial performance measures (shown in alphabetical order), as determined by the Company, that link compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year.

Most Important Financial Measures
Adjusted Profit Per Share	Enterprise Services Revenues
Enterprise Operating Profit Margin	Relative Average TSR
Enterprise Operating Profit	Return on Equity
Enterprise Operating Profit After Capital Charge (OPACC)

2023 PROXY STATEMENT67

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PROPOSAL 5– APPROVAL OF CATERPILLAR INC. 2023 LONG-TERM INCENTIVE PLAN

PROPOSAL SNAPSHOT

What am I voting on?

Shareholders are being asked to approve the Caterpillar Inc. 2023 Long-Term Incentive Plan (2023 LTIP).

Board Voting Recommendation:

FOR approval of the 2023 LTIP

INTRODUCTION

The board adopted the 2023 LTIP on April 12, 2023, subject to shareholder approval at the Annual Meeting, to replace the Caterpillar Inc. 2014 Long-Term Incentive Plan as most recently approved by our shareholders on June 14, 2017, amended and restated October 8, 2019, and further amended effective July 1, 2022 (Existing Plan). An aggregate of 13 million shares will be initially available for issuance pursuant to the 2023 LTIP, in addition to shares that will be transferred from the Existing Plan, as further described under the “Share Reserve” heading in the summary below.

If approved by shareholders, the 2023 LTIP will become effective on the first business day after shareholder approval (Effective Date). No further awards will be granted pursuant to the Existing Plan on or after the Effective Date, except that full-value awards providing for dividend equivalents that were outstanding as of the Effective Date will continue to accrue dividend equivalents in accordance with the provisions of the awards. The terms and conditions of outstanding awards under the Existing Plan will not be affected by the adoption or approval of the 2023 LTIP, and the Existing Plan will remain in effect with respect to such awards.

The 2023 LTIP will allow us to continue to grant equity incentive awards to our executive officers, employees, non-employee board members and other service providers. We believe that a comprehensive equity incentive compensation program serves as a necessary and significant tool to attract and retain key employees, encourage participants to contribute materially to the growth of Caterpillar and align the interests of our participants with those of our shareholders.

The 2023 LTIP includes features that consider our shareholders’ interests, including:


	Variety of equity award types. The 2023 LTIP provides for a variety of equity and equity-based awards, including stock options, stock appreciation rights (SARs), stock, restricted stock and restricted stock units to provide flexibility to the board to structure appropriate incentives and respond to changes in the marketplace.			No “evergreen” provision. The 2023 LTIP does not contain an “evergreen” provision that automatically replenishes the share reserve. Shareholder approval is required to increase the share reserve.
	Administration by independent directors. The 2023 LTIP is administered by the CHRC whose members satisfy the independence standards of the New York Stock Exchange and who qualify as non-employee directors under the Exchange Act.			No discounted options or SARs. No stock option or SAR may be granted with an exercise price lower than the grant date fair market value.

Annual limit on non-employee director awards. The aggregate grant date fair market value of equity awards granted to any non-employee director in any calendar year, together with all cash-based compensation payable to that director in that year, is limited to $1 million.

No repricing or cash buyouts of options or SARs. Repricing of stock options and SARs and cash buyouts of underwater stock options and SARs is prohibited without shareholder approval.

2023 PROXY STATEMENT68

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	Limitations on share reuse. Shares tendered or withheld for payment of the exercise price of a stock option or shares tendered or withheld to satisfy the tax withholding obligations under a stock option or stock appreciation right, shares not issued upon a net settlement or net exercise of an option or stock appreciation right and shares repurchased on the open market with proceeds from the exercise of stock options will not be returned to the share reserve.			No dividends on unvested awards. No dividends or dividend equivalents will be paid on awards unless the award vests.
	Fungible share counting. For each share of stock issued in connection with a full-value award, the number of shares available for future issuance is reduced by 2.75 shares, and for each share of stock issued in connection with an option or stock-settled SAR, by one share.			No “single trigger” vesting upon a change in control. There is no single trigger vesting for awards that continue or are assumed in connection with a CIC, but upon a participant’s qualifying termination of employment within two years following a change in control, outstanding awards will vest in full (i.e. “double trigger”).
	Clawback. Awards are subject to forfeiture and clawback under the Company’s policy, including as a result of a restatement of financial statements, and as may otherwise be required under applicable law.
	Maximum ten-year term. The term of stock options and SARs is limited to ten years.

DETERMINATION OF THE SHARE RESERVE

We are committed to using equity incentive awards prudently and within reasonable limits. In setting the proposed number of shares reserved and issuable under the 2023 LTIP, the board considered several factors, including the Company’s equity usage, its overhang, and the expected duration of the 2023 LTIP. In reviewing our historical grant practices, we determined that, excluding the effect of our share counting rules, we have issued 6,713,073 shares over the last three fiscal years.

The table below summarizes our equity grant practices during the most recent three fiscal years:

Fiscal Year	RSA and RSU Awards Granted	Stock Options Granted	Fully Diluted Weighted Average Shares Outstanding	Annualized Burn Rate	⁽¹⁾
2022	784,476	1,029,202	530,400,000	0.34	%
2021	757,754	1,084,821	548,500,000	0.34	%
2020	1,142,932	1,913,888	548,600,000	0.56	%
(1) Burn rate is calculated as of December 31 of each fiscal year using a 1:1 ratio for each type of award. See below for additional information regarding the calculation.

Our three-year average burn rate was 0.41% for fiscal year 2020 through fiscal year 2022 and our one-year burn rate for fiscal year 2022 was 0.34%. We define burn rate as the total number of stock options and full-value shares granted to participants over one fiscal year expressed as a percent of the fully diluted weighted average common shares outstanding. We average our burn rate over three fiscal years to determine our three-year average burn rate. We believe our historical burn rates are reasonable for a company of our size in our industry.

As of March 31, 2023, our overhang was 6.96%. Assuming our shareholders approve the 2023 LTIP, the 2023 LTIP would increase our overhang by 2.13 percentage points and our total potential overhang would be 9.09% on a fully diluted basis. For this purpose, “overhang” is defined as (A) the amount of shares awarded to key employees and directors, plus (B) shares available for future grant, divided by the sum of shares outstanding plus the amounts described in clauses (A) and (B). We believe that the total potential overhang that will result from the 2023 LTIP is reasonable for a company of our size in our industry.

Based on a review of our historical grant practices, we believe that the shares reserved for grant under the 2023 LTIP will meet the Company’s equity grant needs for approximately 10 years, but not more than the ten-year term in which grants may be made under the 2023 LTIP. However, the actual duration of the share reserve will depend on currently unknown factors, such as the number of grant recipients, future grant practices and the Company’s share price.

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Information on Equity Compensation Plans as of March 31, 2023

The information included in this Proxy Statement and our 2022 Annual Report is updated by the following information regarding all existing equity compensation plans as of March 31, 2023 (except as noted otherwise):


Total number of stock options outstanding⁽¹⁾	6,806,631
Weighted-average exercise price of stock options outstanding	162.95
Weighted-average remaining term of stock options outstanding	6.46
Total number of full-value awards outstanding (includes restricted stock and RSUs)⁽²⁾	2,109,598
Total number of shares remaining available for future grant under the Existing Plan⁽³⁾	29,658,925
Total number of shares of common stock outstanding as of the Record Date	515,355,647
(1) No stock appreciation rights were outstanding as of March 31, 2023. (2) The number of outstanding RSUs with performance-based vesting conditions (PRSUs) assumes performance at 100% performance level. (3) The Existing Plan is our only active employee equity incentive plan. The number of shares remaining available for future grant under the Existing Plan reflects PRSUs at 100% payout. Caterpillar expects to grant a maximum of 175,000 shares under the Existing Plan between March 31, 2023, and the Effective Date.

SUMMARY OF 2023 LTIP

The following is a summary of the principal features of the 2023 LTIP. The summary, however, is not a complete description of all the terms of the 2023 LTIP and is qualified in its entirety by reference to the complete text of the 2023 LTIP appended to this Proxy Statement. To the extent there is a conflict between this summary and the actual terms of the 2023 LTIP, the terms of the 2023 LTIP will govern. Shareholders are urged to review the 2023 LTIP together with the following summary.

Administration. The CHRC will have the exclusive authority to administer the 2023 LTIP with respect to awards made to our executive officers. The CHRC will also have the authority to make awards to all other eligible individuals. Subject to applicable law, the CHRC may at any time appoint a secondary committee of one or more directors to have separate but concurrent authority with the CHRC to make awards to such other eligible individuals. The CHRC may also delegate authority to one or more officers or employees of Caterpillar with respect to awards to such other individuals. The term “plan administrator,” as used in this summary, will mean the CHRC and any delegates, to the extent they are acting within the scope of their administrative authority under the 2023 LTIP.

Eligibility. Persons that are or are expected to become officers or employees, non-employee directors, consultants and independent contractors of the Company, or one of our subsidiaries will be eligible to participate in the 2023 LTIP. Historically, the CHRC has selected management level employees to receive equity grants and our non-employee directors receive equity grants pursuant to our director compensation program. As of April 17, 2023, we (including our subsidiaries) had approximately 110,000 employees and 11 non-employee directors eligible to participate in the plan.

Share Reserve. Subject to capitalization adjustments described below, the aggregate number of shares of common stock available for all awards under the 2023 LTIP will be equal to the sum of (a) 13 million shares of common stock, plus (b) any shares of common stock that, as of the Effective Date, are available for issuance under the Existing Plan, plus (c) any shares of common stock subject to awards under the Existing Plan that, on or after the Effective Date, are returned to the Existing Plan under its provisions allowing shares to be reused for new grants and which are the same as the provisions contained in the 2023 LTIP described below under the “Reuse of Shares” heading. The shares of common stock issuable under the 2023 LTIP may be drawn from shares of our authorized but unissued common stock or authorized and issued shares of common stock reacquired and held as treasury shares (including shares of our common stock that we purchase on the open market or in private transactions) or otherwise or a combination thereof.

Fungible Share Counting. The number of shares of common stock reserved for issuance under the 2023 LTIP shall be reduced: (i) on a 1-for-1 basis for each share of common stock subject to an option or stock-settled free-standing stock appreciation right, and (ii) by a fixed ratio of 2.75 shares of common stock for each share of common stock issued pursuant to a stock award, restricted stock award, restricted stock unit or other full-value award.

Director Compensation Limit. The Plan includes a provision that limits the aggregate value of all compensation granted or paid to any non-employee director with respect to any fiscal year to $1,000,000.

Reuse of Shares. Shares subject to any outstanding awards under the 2023 Plan that are not issued because of the expiration, termination, cancellation or forfeiture of an award or the settlement of an award in cash will be added back to the number of shares reserved for issuance under the 2023 LTIP and will accordingly be available for subsequent issuance as follows: (i) one share for each share of common

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stock subject to an option or free-standing stock appreciation right and (ii) 2.75 shares for each share of common stock subject to a full-value award.

Should the exercise price of an option or stock appreciation right be paid in shares of our common stock (whether by delivery or withholding of shares), including a net exercise or net settlement, then the number of shares reserved for issuance under the 2023 LTIP, will be reduced by the gross number of shares for which that option or stock appreciation right is exercised, and not by the net number of shares issued under the exercised option or stock appreciation right.

Should shares of common stock be withheld by us in satisfaction of the withholding taxes incurred in connection with the issuance or vesting of a full-value award (but not in connection with a stock option or stock appreciation right), or should the participant pay such withholding taxes by delivering shares of our common stock, then the number of shares of common stock available for issuance under the 2023 LTIP will be reduced by the net number of shares issuable pursuant to that award, as calculated after any such share withholding or delivery.

Shares repurchased on the open market with the proceeds of the exercise price of options will not be available for issuance under the 2023 LTIP. However, shares subject to awards settled in cash will again be available in the ratios described above.

Awards. Under the 2023 LTIP, eligible persons may be granted options, stock appreciation rights, stock awards, restricted stock awards and restricted stock units. For any award made pursuant to the 2023 LTIP, unless otherwise determined by the CHRC, the fair market value per share of our common stock as of any date will be deemed to be equal to the closing price of the Company’s common stock as reported on the New York Stock Exchange on such date, or if no closing price is reported for that date, the closing price on the next preceding date for which transactions were reported. As of April 17, 2023, the closing price of our common stock as reported on the New York Stock Exchange was $225.24 per share.

The plan administrator will, subject to the terms of the 2023 LTIP, have complete discretion to determine which eligible individuals are to receive awards, the type of awards to be granted, the time or times when those awards are to be granted, the number of shares subject to each such grant, the vesting and issuance schedule (if any) to be in effect for the grant, the exercise price or other consideration for the shares, the maximum term for which the granted option or stock appreciation right is to remain outstanding and the status of any granted option as either an incentive stock option or a nonqualified option under the federal tax laws, subject to the following provisions.

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Stock Options and Stock Appreciation Rights. The exercise price of a stock option will not be less than one hundred percent of the fair market value of the option shares on the grant date and no option will have a term in excess of ten years, except that the term of a nonqualified option will continue if the option would otherwise expire during a blackout period in which trading in our stock is restricted.

A stock appreciation right will allow the holder to exercise that right as to a specific number of shares of common stock and receive in exchange an appreciation distribution in an amount equal to the excess of (i) the fair market value of the shares of common stock as to which the right is exercised over (ii) the aggregate base price in effect for those shares. The base price per share may not be less than the fair market value per share of common stock on the date the stock appreciation right is granted, and the right may not have a term in excess of ten years, except that the term of a stock appreciation right will continue if the stock appreciation right would otherwise expire during a blackout period in which trading in our stock is restricted. Stock appreciation rights may also be granted in tandem with options; such tandem stock appreciation rights will provide the holders with the right to surrender all or part of their options for an appreciation distribution in an amount equal to the excess of (i) the fair market value of the shares of common stock subject to the surrendered option over (ii) the aggregate base price payable for those shares. The applicable award agreement will specify whether the appreciation distribution on any exercised stock appreciation right will be paid in cash or in shares of common stock or a combination thereof.

Repricing/Cash-Out. The plan administrator may not implement any of the following repricing or cash-out programs without obtaining shareholder approval: (i) a reduction in the exercise price or base price of any previously granted option or stock appreciation right, (ii) a cancellation of any previously granted option or stock appreciation right in exchange for another option or stock appreciation right with a lower exercise price or base price or (iii) a cancellation of any previously granted option or stock appreciation rights in exchange for cash or another award if the exercise price of the option or the base price of the stock appreciation right exceeds the fair market value of a share of our common stock on the date of such cancellation, in each case other than in connection with a change in ~~pension value during~~control or the ~~year.~~capitalization adjustment provisions in the 2023 LTIP.

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Stock Awards, Restricted Stock Awards and Restricted Stock Units. Stock awards may be issued subject to performance or service vesting requirements or as fully vested shares. The number of fully vested shares granted under the 2023 LTIP is limited to (i) awards to non-employee directors, (ii) awards to newly hired employees, (iii) awards made in lieu of a cash bonus and (iv) awards for shares that, in the aggregate, do not exceed five percent of the total number of shares available under the 2023 LTIP. Restricted stock units will entitle an award recipient to receive shares (or cash or a combination thereof) upon the attainment of designated performance goals and/or the completion of a prescribed service period. Stock awards may provide for the payment of dividends or

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dividend equivalents, provided that no dividends or dividend equivalents will be paid on awards unless the award vests.

The plan administrator may grant awards so that those awards will vest only upon the achievement of performance goals. The 2023 LTIP contains a representative list of performance measures. Each performance goal may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies (or a combination of such past and current performance). The performance measures may be applied on a pre- or post-tax basis and may be established or adjusted to include or exclude components of any performance measure, including, without limitation, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, nonrecurring, infrequent or one-time events affecting the Company or its financial statements or changes in law or accounting principles. In the sole discretion of the CHRC, the CHRC may amend or adjust the performance measures or other terms and conditions of an outstanding award in recognition of any of the permitted adjustment events.

Registration with the SEC. If the 2023 LTIP is approved by shareholders, we intend to file, when administratively practicable, a registration statement on Form S-8 pursuant to the Securities Act of 1933, as amended, to register shares of common stock available for issuance under the 2023 LTIP.

GENERAL PROVISIONS APPLICABLE TO ALL AWARDS

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Change in Control and Vesting Acceleration. A change in ~~pension~~control will be deemed to occur if (i) there are certain changes in the composition of our board of directors, (ii) any person or group of related persons becomes directly or indirectly the beneficial owner of more than twenty percent of the total combined voting power of our stock, (iii) we are acquired in a merger or other business combination or (iv) our shareholders approve a complete liquidation, dissolution or sale of substantially all of our assets, unless otherwise provided in an award agreement.

If, upon a change in control, unless otherwise provided in an award agreement, the existing awards remain outstanding or are replaced with substantially equivalent awards of a successor, then the existing or substitute awards will remain governed by their respective terms; provided, however, that if a participant’s service with us or a successor entity is terminated without cause or for good reason within two years following a change in control, then all awards held by such participant will vest, and any restrictions will lapse.

If, following a change of control, unless otherwise provided in an award agreement, the existing awards do not remain outstanding or are not continued, assumed or replaced with substantially equivalent awards, then all awards will vest, any restrictions will lapse and uncompleted performance measures will be deemed satisfied at the target level of performance. The plan administrator may further cancel (A) any option or stock appreciation right in exchange for cash equal to the excess of the aggregate fair market value isof the common stock subject to ~~several variables~~the award over the aggregate exercise price and (B) restricted stock awards, restricted stock units, performance share awards or other awards denominated in shares of stock, in exchange for the cash value of the award as determined by the stock price and the actual or deemed satisfaction of the performance measures.

The acceleration of vesting in the event of a change in control may be seen as an anti-takeover provision and may ~~differ significantly based on year-over-year changes~~have the effect of discouraging a merger proposal, a takeover attempt or other efforts to gain control of us.

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Changes in Capitalization. If an equity restructuring causes the per share value of our common stock to change, such as by reason of a stock dividend, extraordinary cash dividend, stock split, spinoff, rights offering, recapitalization or otherwise, equitable adjustments will be made to the number and class of shares available for issuance under the plan and to the terms of outstanding awards in a manner designed to preclude any dilution or enlargement of the rights of participants.

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Shareholder Rights and Transferability. No participant will have any shareholder rights with respect to the shares subject to an option or stock appreciation right until such participant has exercised the option or stock appreciation right and paid the exercise price for the purchased shares, and any related withholding taxes. Subject to the terms of the applicable award agreement, a participant will have full shareholder rights with respect to any shares of common stock issued under the 2023 LTIP, whether or not his or her interest ~~rates, changes~~ in ~~eligible earnings~~those shares is vested. A participant will not have any shareholder rights with respect to the shares of common stock subject to a restricted stock unit until that award vests and the ~~formula~~shares of common stock are actually issued thereunder.

Awards generally are not assignable or transferable other than by will or the laws of inheritance, pursuant to Company-approved beneficiary designation procedures, or a domestic relations order. However, the plan administrator may structure one or more awards to be transferable during a participant’s lifetime to one or more members of the participant’s family or to an estate planning trust or charity.

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Withholding. The Company has the right to require, before issuing or delivering any shares of common stock or paying any cash under an award, payment by the award holder of any federal, state, local or other taxes which may

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be required to be withheld or paid in connection with the award. The plan administrator may provide that the Company will withhold cash or a portion of the shares otherwise issuable to such individuals in satisfaction of the withholding taxes to which they become subject in connection with the exercise, vesting or settlement of the awards. Alternatively, the plan administrator may allow award holders to deliver cash or previously acquired shares of our common stock in payment of such withholding tax liability, or other methods set forth in the 2023 LTIP.

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Deferral Programs. The plan administrator may defer, or may structure one or more awards so that the participants may be provided with an election to defer, the compensation associated with those awards on the terms and conditions the plan administrator may determine in its sole discretion, subject to applicable law.

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Clawback/Repayment. Awards granted under the 2023 LTIP will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to facilitate compliance with the Caterpillar Inc. Guidelines on Corporate Governance Issues, as adopted on December 7, 2013, and any subsequent amendments, including without limitation any such amendments which the ~~benefits are determined (see footnote 4~~Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and guidance thereunder, or as otherwise required by law. Further, to the ~~Summary Compensation Table~~extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason, as determined in the Company’s sole discretion, the participant shall be required to repay any such excess amount to the Company.

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Amendment and Termination. The plan administrator will have the discretionary authority at any time to amend or accelerate the vesting of any and all stock options, stock appreciation rights, restricted stock awards and restricted stock units. The CHRC may terminate, amend or modify the 2023 LTIP at any time, subject to any shareholder approval requirements under applicable law or regulation or pursuant to the listing standards of the stock exchange on ~~page 42 regarding Mr. Umpleby’s~~which our shares of common stock are at the time primarily traded. No awards may be granted under the 2023 LTIP after June 15, 2033, and no incentive stock options may be granted after April 12, 2033.

SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES OF AWARDS GRANTED UNDER THE 2023 LTIP

The following is a summary of the United States Federal income taxation treatment applicable to the Company and the participants who receive awards under the 2023 LTIP. This discussion does not address all aspects of the United States Federal income tax consequences of participating in the 2023 LTIP that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the 2023 LTIP. Each participant is advised to consult his or her legal, financial, or tax advisors concerning the application of the United States Federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.

Option Grants. Options granted under the 2023 LTIP may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or nonqualified options, which are not intended to meet such requirements. The Federal income tax treatment for the two types of options differs as follows:

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Incentive Stock Options. No taxable income is recognized by the participant at the time of the grant, and no taxable income is recognized for regular tax purposes at the time the option is exercised, although taxable income may arise upon exercise for alternative minimum tax purposes. The participant will recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of certain other dispositions. For Federal tax purposes, dispositions are divided into two categories: (i) qualifying, and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made more than two years after the date the related option was granted and more than one year after the date such option was exercised for those shares. If the sale or disposition occurs before both of these two periods are satisfied, then a disqualifying disposition will result.

Upon a qualifying disposition, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain recognized upon the disposition will be a capital gain. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

If the participant makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction (subject to the deductibility limitations of Code Section 162(m)), for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the participant as a result of the disposition.

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Nonqualified Options. No taxable income is recognized by a participant upon the grant of a nonqualified option. The participant will recognize ordinary income in the year in

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which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares (and subject to income tax withholding in respect of an employee). Subject to the deductibility limitations of Code Section 162(m), we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the exercised nonqualified option.

Stock Appreciation Rights. No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the fair market value of the shares issued to the holder or the amount of the cash payment made to the holder (and subject to income tax withholding in respect of an employee). Subject to the deductibility limitations of Code Section 162(m), we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder in connection with the exercise of the stock appreciation right.

Restricted Stock Awards. No taxable income is recognized upon receipt of restricted stock, unless the participant makes an election to be taxed at the time of grant pursuant to Section 83(b) of the Code. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. If such election is not made, the holder will recognize ordinary income when those shares subsequently vest in an amount equal to the excess of the fair market value of the shares on the vesting date over the amount, if any, paid for the shares (and subject to income tax withholding in respect of an employee). Subject to the deductibility limitations of Code Section 162(m), we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the restricted stock award. The deduction will be allowed for the taxable year in which such ordinary income is recognized by the recipient. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Code Section 162(m) apply.

Restricted Stock Units. No taxable income is recognized upon receipt of restricted stock units. The holder will recognize ordinary income in the year in which the shares or cash subject to the awards are actually issued to the holder or a dividend equivalent is paid to the holder, in an amount equal to the fair market value of the shares on the issuance date and the amount of any cash on the payment date (and subject to income tax withholding in respect of an employee). Subject to the deductibility limitations of Code Section 162(m), we will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the shares are issued.

Parachute Payments. To the extent that compensation provided under the 2023 LTIP may be deemed to be contingent upon a change in ~~pension value). If~~control (including, e.g., the vesting of any portion of an award that is accelerated due to the occurrence of a change in ~~pension value were eliminated from Mr. Umpleby’s~~control), a portion of such payments may be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, under Section 280G of the Code, and may subject the ~~median employee’s total~~recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Section 409A. Certain types of awards under the 2023 LTIP may constitute, or provide for, a deferral of compensation subject to Section 409A of the ~~CEO~~Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to ~~median employee pay ratio for 2019 would have been 283~~an additional 20% penalty tax (and, potentially, certain interest penalties).

FUTURE PLAN BENEFITS

All awards to 1.persons that are or are expected to become officers or employees, non-employee directors, consultants and independent contractors of the Company or one of our subsidiaries under the 2023 LTIP will be made entirely in the discretion of the CHRC. Therefore, the benefits and amounts that will be received or allocated under the 2023 LTIP in the future are not determinable at this time.

~~2020~~ 2023 PROXY STATEMENT 5174

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SHAREHOLDERPROPOSALS

PROPOSAL 6 4– SHAREHOLDER PROPOSAL – PROVIDE A- REPORT OFON CORPORATE CLIMATE LOBBYING ACTIVITIESIN LINE WITH PARIS AGREEMENT

PROPOSALSNAPSHOT

What am I voting on?

Shareholders are being asked to vote on a shareholder proposal calling for ~~additional disclosure~~the Company to issue a report describing if, and how, Caterpillar lobbying and policy influence activities align with the goal of ~~Caterpillar’s lobbying activity.~~the Paris Agreement to limit average global warming.

Who submitted the proposal?

~~The~~This proposal was submitted by ~~Fonds de solidarite des travaileurs du Quebec (FTQ), 545 boulevard Crémazie Est, Bureau 200, Montréal (Québec) H2M 2W4,~~John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has represented that ithe is the owner of ~~44,100~~no fewer than 20 shares of Caterpillar Inc. common stock. The proposal was also submitted by four other co-filers. Pursuant to Rule 14a-8(I)(1) promulgated under the Securities Exchange Act of 1934, the Company will provide the name, address and number of Company securities held by the co-filers of this shareholder proposal promptly upon receipt of a written or oral request.

Board Voting Recommendation:

AGAINST proposal

Caterpillar Inc. is not responsible for the content of this shareholder proposal or supporting statement.

~~PROPOSAL~~

PROPOSAL

PROPOSAL 6 - REPORT ON CORPORATE CLIMATE LOBBYING IN LINE WITH PARIS AGREEMENT

4WHEREAS: United Nations Climate Change asserts that greenhouse gas emissions must decline by 45% from 2010 levels by 2030 to limit global warming to 1.5 degrees Celsius. If that goal is not met, even more rapid reductions, at greater cost, will be required to compensate for the slow start on the path to global net zero emissions.⁽¹⁾

Even with the recent passage of the Inflation Reduction Act, critical gaps remain between Nationally Determined Contributions set by the U.S. government and the actions required to prevent the worst effects of climate change. Domestically and internationally, companies have an important and constructive role to play in enabling policymakers to close these gaps.

Corporate lobbying that is inconsistent with the Paris Agreement presents increasing material risks to companies and their shareholders, as delays in emissions reductions undermine political stability, damage infrastructure, impair access to finance and insurance, and exacerbate health risks and costs. Further, companies face increasing reputational risks from consumers, investors, and other stakeholders if they appear to delay or block effective climate policy.

Of particular concern are trade associations and other politically active organizations that say they speak for business but too often present forceful obstacles to addressing the climate crisis.

Shareholders appreciate that Caterpillar has disclosed its memberships in trade associations⁽²⁾. This is an important first

(1)

https://unfccc.int/news/updated-ndc-synthesis-report-worrying-trends-confirmed

(2)

https://www.caterpillar.com/en/company/governance/political-engagement.html

2023 —PROXY STATEMENT75~~PROVIDE~~A~~REPORT~~OF~~LOBBYING~~~~ACTIVITIES~~

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~~Whereas,~~step in bringing transparency to their policy engagement. Shareholders believe that enhancing this with reporting on the alignment of the company’s lobbying with the internationally agreed goals of the Paris Agreement would fill an important gap.

Resolved: Shareholders request that the Board of Directors conduct an evaluation and issue a report (at reasonable cost, omitting confidential or proprietary information) describing if, and how, Caterpillar lobbying and policy influence activities (both direct and indirect through trade associations, coalitions, alliances, and other organizations) align with the goal of the Paris Agreement to limit average global warming to well below 2°C above pre-industrial levels, and to pursue efforts to limit temperature increase to 1.5°C, and how Caterpillar plans to mitigate the risks presented by any misalignment.

SUPPORTING STATEMENT

The Climate Action 100+ Benchmark finds that Caterpillar lacks a Paris Agreement-aligned climate lobbying position and does not ensure that lobbying activities are aligned with Paris⁽³⁾. In evaluating the degree of alignment between the Paris Agreement goals and the Company’s lobbying, Caterpillar should consider not only its policy positions and those of organizations of which it is a member, but also the actual lobbying and policy influence activities, such as comment submissions, with regard to climate provisions of key international, federal and state legislation and regulation.

Shareholders believe this request is generally consistent with the investor expectations described in the Global Standard on Responsible Climate Lobbying, and that this Standard is a useful resource for implementation.⁽⁴⁾

COMPANY RESPONSE

After careful consideration, the Board recommends a vote AGAINST this proposal for the reasons provided below:

Caterpillar supports the goals of the Paris Agreement to limit global temperature rise, and we ~~believe~~are committed to contributing to a reduced-carbon future.

Caterpillar is deeply committed to helping our customers build a better, more sustainable world. Caterpillar demonstrates this commitment in a variety of ways, including by setting and achieving meaningful sustainability targets and disclosing progress toward these goals. We announced our first sustainability goals in 2006 and refined them in 2013 to include a 50% reduction in Scope 1 and 2 GHG emissions intensity from 2006 to 2020. After achieving a 51% reduction against this goal by 2020, in 2021, we set seven new, far-reaching sustainability goals for 2030, including a goal to further reduce absolute Scope 1 and 2 GHG emissions by 30% between 2018 and 2030. In 2021, we also further emphasized our commitment to reducing product-related emissions by disclosing an additional new goal that 100% of our new products through 2030 will be more sustainable than the previous generation.

Our innovative and diverse product and service portfolio enables emissions reductions and addresses unique customer needs in the rapidly evolving pathway to a lower-carbon future. Our advancements and efforts include:

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Successful demonstration of a prototype battery electric Cat 793 large mining truck operated at rated specifications with proprietary “charging while moving” system;

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Four new electric machine prototypes for Construction Industries, including battery prototypes with an onboard AC charger (with plans to offer an offboard DC fast charging option);

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A battery-powered, zero-emissions switcher locomotive;

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A battery electric-powered, zero-emissions underground loader;

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Cat generator sets capable of operating on 100% hydrogen on a design-to-order basis and standby power units capable of running on renewable liquid fuel;

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Gas turbines that can operate on 100% hydrogen;

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Reciprocating engines that burn hydrogen blends, landfill and other biogases;

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Machines and generator sets equipped with reciprocating engines that can utilize hydrotreated vegetable oil (HVO) as a drop-in replacement for diesel, with 45% to 85% reduced carbon intensity vs. diesel;

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Cat Energy storage system and bi-directional power inverters to support continuous, reliable electric power that can be integrated with solar panels, hydroelectricity or other renewable energy sources as part of a single, controllable microgrid system;

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Technology to concentrate and capture CO2 for utilization and sequestration;

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Energy-as-a-Service (EaaS) offerings which provide customers with turnkey solutions for reducing energy costs, increasing energy efficiency, reducing emissions, monetizing electric grid support and providing resiliency for customer operations;

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Battery-electric locomotives that will support a customer investing in the world’s largest battery-electric locomotive fleet; and

■

Development of an all-electric mining fleet for the world’s first zero-emissions mine in Canada.

(3)

https://www.climateaction100.org/company/caterpillar-inc/

(4)

https://climate-lobbying.com/wp-content/uploads/2022/03/2022_global-standard-responsible-climate-lobbying_APPENDIX.pdf

2023 PROXY STATEMENT76

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Caterpillar already publishes transparent and extensive lobbying disclosures, including the disclosures contained in our inaugural Lobbying Report.

Caterpillar understands that actions taken by governments around the world can have a significant impact, both positive or negative, on Caterpillar, its employees, dealers, suppliers and customers. Caterpillar believes that transparency in its lobbying expenditures and political activities is important and, therefore, provides both required and voluntary disclosures that meet or exceed any legal requirements with respect to its lobbying expenditures and political activities.

Following engagement with our shareholders after our 2022 annual meeting, we enhanced our existing disclosures about our lobbying and political activities by publishing our inaugural Lobbying Report, which was released in February 2023. This report, which we plan to update on an annual basis, is designed to provide even greater transparency and disclosure of our advocacy efforts and political engagement and includes a detailed description of the oversight and management of these activities.

In particular, addressing the concerns raised by the proposal, our Lobbying Report includes transparent disclosure on instances where we have engaged in lobbying activity specifically on climate-related issues such as the Infrastructure Investment and Jobs Act, Creating Helpful Incentives to Produce Semiconductors and Science Act and the Water Resources Development Act. Additionally, the Lobbying Report also contains a list of select trade associations of which we are members and the climate-related lobbying efforts of such trade associations. Given our existing disclosure, the additional detail contemplated by the proposal would not provide any incremental benefit to shareholders.

Caterpillar has robust governance practices in place to ensure effective oversight of our sustainability efforts and lobbying and political activities.

Caterpillar has consistently recognized the importance of Board oversight of Caterpillar’s sustainability efforts and political activities and expenditures. Historically, the company’s Public Policy and Governance Committee (PPGC), comprised wholly of independent directors, was tasked with oversight of the Company’s environmental, health and safety activities, including climate and sustainability, among other responsibilities. In addition, the PPGC reviewed the Company’s policy on political activities and contributions and Caterpillar’s significant political activities, including corporate political contributions, political contribution activities of the Caterpillar Political Action Committee, trade association participation and Caterpillar’s legislative and regulatory priorities.

In June 2022, the Board restructured 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, each wholly comprised of independent directors: the Nominating and Governance Committee and the Sustainability and other Public Policy Committee (SPPC). As a result of this restructuring, which the Board determined would provide enhanced oversight of crucial and evolving activities, the SPPC retained oversight responsibilities of all public policy matters previously exercised by the PPGC along with enhanced oversight responsibility over sustainability, social and public policy matters, including those related to the environment, climate change and lobbying.

Consistent with its charter, the SPPC assists the Board of Directors in oversight of Caterpillar’s sustainability efforts through, for example, regular review and discussion with Caterpillar’s Chief Sustainability Officer and other members of management of: (1) Caterpillar’s corporate social responsibility goals, strategies, and programs, including with respect to sustainability; (2) the Company’s annual Sustainability Report and progress against sustainability goals; and (3) the management of sustainability and climate-related risks. With respect to its oversight of Caterpillar’s political activities and expenditures, SPPC regularly reviews and discusses with Caterpillar’s Senior Vice President of Global Government & Corporate Affairs and other members of management: (1) public policy, political, and legislative trends and matters that affect or may affect Caterpillar’s business, performance, strategies or reputation; (2) Caterpillar’s political activities and participation in the political process, including direct and indirect political spending and lobbying activities and expenditures; (3) Caterpillar’s contributions to trade associations that engage in political activities; (4) the steps management has taken to identify, assess, and manage risks relating to the Company’s political activities and expenditures; and (5) Caterpillar’s reporting of its political activities and expenditures.

In summary, Caterpillar’s robust lobbying disclosures, including our inaugural Lobbying Report, and the oversight of lobbying activities by our Board, provide the information needed by our shareholders to understand the scope of these activities, including as it relates to our positions on climate change and the Paris Agreement. Publishing an additional report narrowly focused on climate-related lobbying would be duplicative and would not provide any additional meaningful information to our shareholders.

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PROPOSAL 7– SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE

PROPOSAL SNAPSHOT

What am I voting on?

Shareholders are being asked to vote on a proposal that asks Caterpillar to annually provide additional disclosure on its direct and indirect lobbying and grassroots policy and procedures, payments and decision-making processes.

Who submitted the proposal?

The proposal was submitted by Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, who has represented that she is the owner of 50 shares of Caterpillar Inc. common stock.

Board Voting Recommendation:

AGAINST proposal

Caterpillar is not responsible for the content of this shareholder proposal or the supporting statement.

PROPOSAL

PROPOSAL 7 — LOBBYING DISCLOSURE

Whereas full disclosure of Caterpillar’s direct and indirect lobbying activities and expenditures to assess whether Caterpillar’s lobbying is consistent with its expressed goals and in stockholders’ best ~~interests.~~interests:

Resolved, ~~the~~ stockholders ~~of Caterpillar~~ request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Caterpillar used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case, including the amount of the payment and the recipient.

3. Caterpillar’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or ~~regulation,~~regulations, (b) reflects a view on the legislation or regulation, and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Caterpillar is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include ~~efforts at the~~ local, state, and federal ~~levels.~~efforts.

The report shall be presented to the Public Policy and Governance Committee and posted on Caterpillar’s website.

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SUPPORTINGSTATEMENT

Caterpillar spent ~~$36,380,000~~$42,850,000 from 2010 - ~~2018~~2020 on federal lobbying. This does not include state lobbying, ~~expenditures,~~ where Caterpillar also lobbies, but disclosure is uneven or absent. For example, ~~Caterpillar spent $547,756 on~~Caterpillar’s lobbying against right-to-repair laws in ~~California from 2010 - 2018.~~states like New York has drawn attention⁽¹⁾. Caterpillar also lobbies abroad, spending between ~~€200,000-299,000~~€100,000 - 199,000 on lobbying in Europe for ~~2018.~~2020.

~~Caterpillar belongs~~Companies can give unlimited amounts to ~~the Chamber of Commerce, which has spent over $1.5 billion~~third-party groups that spend millions on lobbying ~~since 1998.~~and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”⁽²⁾ Caterpillar ~~also~~

~~2020 PROXY STATEMENT 52~~

~~Back~~fails to ~~Contents~~disclose any of its payments to trade associations and social welfare organizations, nor amounts used for lobbying, including grassroots.

Caterpillar belongs to the Business Roundtable, ~~and~~ National Association of Manufacturers, and Chamber Commerce, which together spent ~~over $68 million~~$108,148,000 on 2020 lobbying and drew attention for ~~2017 and 2018 and are~~a “massive lobbying blitz” against ~~shareholder rights~~raising corporate taxes to ~~file resolutions.~~pay for infrastructure.⁽³⁾ Caterpillar does not disclose its ~~payments to trade associations or the amounts used for lobbying. And Caterpillar does not disclose its membership~~contributions in tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange ~~Counsel~~Council (ALEC).

~~We are concerned that~~ Caterpillar’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, ~~Caterpillar’s~~Caterpillar supports diversity and inclusion, yet groups have asked companies to leave ALEC “because of its voter restriction efforts.”⁽⁴⁾ Caterpillar supports mitigating climate change, yet the Chamber and Business Roundtable lobby to block climate action⁽⁵⁾. Caterpillar supports government investments to modernize infrastructure, yet its trade associations lobbied against raising corporate ~~ALEC membership has drawn scrutiny,~~⁽¹⁾ ~~and over 100 companies have publicly left ALEC. And Caterpillar uses~~taxes to pay for it.

This topic won 44% of the Global Reporting Initiative (GRI) for sustainability reporting, yet currently fails to report “any differences between its lobbying positions and any stated policies, goals, or other public positions” under GRI Standard 415.vote last year.

We believe the reputational damage stemming from this misalignment between general policy positions and actual direct and indirect lobbying efforts harms long-term value creation by Caterpillar. Thus, we urge Caterpillar to expand its lobbying disclosure.

Enhance Shareholder Value, Vote FOR
Lobbying Disclosure - Proposal 7

COMPANY RESPONSE

~~The~~After careful consideration, the Board recommends a vote AGAINST this proposal for the reasons provided below:

~~Caterpillar’s~~~~transparency~~Caterpillar already provides its shareholders with extensive information on its lobbying and~~current~~~~disclosures~~~~regarding~~ political activities through its~~lobbying~~~~expenditures~~ inaugural annual Lobbying Report and~~political~~~~activities~~~~provide~~~~our~~~~shareholders~~~~with~~~~extensive~~ the information made available on~~our~~~~lobbying~~~~and~~~~political~~~~activities.~~ its website.

Following engagement with our shareholders after our 2022 annual meeting, we enhanced our existing disclosures about our lobbying and political activities by publishing our inaugural Lobbying Report, which was released in February 2023. This report, which we plan to update on an annual basis, is designed to provide even greater transparency and enhanced disclosure of our advocacy efforts and political engagement and includes a detailed description of the oversight and management of these activities.

Previously, for example, Caterpillar ~~regularly reviews its disclosures relating~~voluntarily reported each U.S. trade association that has received more than $50,000 from Caterpillar in the most recently completed fiscal year. In our Lobbying Report, we announced that, for fiscal year 2022, we are reducing this threshold to $25,000. Beginning in 2023, we will report all U.S. trade and industry association memberships, regardless of amount, on a biannual basis. In our Lobbying Report, we also reported, for each trade association, the percentage of 2022 dues they collected from Caterpillar that were utilized by that organization for federal lobbying, and we plan to update this information on an annual basis. Furthermore, our Lobbying Report contains a detailed description of management and Board oversight of our advocacy efforts and political activity and believes these disclosures are aligned with, and in some instances, exceed those of its peers. Therefore, the Board does not believe that the additional detailed disclosures contemplated by this proposal would be beneficialengagement, including how any misalignment is handled.

In addition to ~~shareholders.~~

our comprehensive Lobbying Report, Caterpillar also files required federal Lobbying Disclosure Act reports with Congress. These reports are publicly available at http://disclosures.house.gov and provide Caterpillar’s federal lobbying activities and expenses for the preceding quarter as well as contributions to candidates by the Caterpillar Political Action Committee on a semiannual basis. These reports also include Caterpillar’s total federal lobbying expenditures, the issue that was the topic of communication, disclosure of the Caterpillar individuals who act as lobbyists on behalf of Caterpillar and identification of the legislative body or executive branch agency that was contacted. Beginning with our 2023 quarterly reports, Caterpillar will also provide direct links to review the most recent report in the Disclosures section of Caterpillar.com.

(1)

https://gizmodo.com/the-biden-administration-is-ready-to-go-to-war-over-ri-1847240802.

(2)

https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

(3)

https://www.washingtonpost.com/us-policy/2021/08/31/business-lobbying-democrats-reconciliation/.

(4)

https://www.thenation.com/article/politics/alec-corporations-democracy/.

(5)

https://www.desmog.com/2021/10/22/corporate-tech-giants-climate-action-oil-lobbyists-state-capitols/.

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In the European Union, Caterpillar voluntarily participates in the Transparency Register operated by the European Parliament and the European Commission. Through this publicly available resource available at https://ec.europa.eu/transparencyregister, Caterpillar discloses its engagement with policymakers in the European Union regarding issues of interest to Caterpillar’s business and reports such information as to its membership in trade associations and annual expenses associated with activities identified in the Register. ~~Caterpillar also voluntarily reports each US. trade association that has received more than $50,000 from Caterpillar~~

Moreover, in ~~the most recently completed year. Caterpillar participates in organizations that represent industries relevant to~~ our ~~business~~Lobbying Report and ~~that work~~ on issues that align with the Company’s top priorities. These organizations may also represent other industries and interests not relevant to Caterpillar, and the organizations and their other members may take positions with which we do not always agree.

our website, Caterpillar posts information about political expenditures by Caterpillar and disbursements by Caterpillar’s Political Action Committee and describes policies and procedures for Company political contributions. ~~In addition,~~ Caterpillar also makes voluntary disclosures regarding issues of global importance to the Company, including detailed information on the Company’s position with respect to such issues. All such policies and voluntary reports, in addition to information about Caterpillar’s policy positions and advocacy efforts on various issues, are available either in our Lobbying Report or on Caterpillar’s website at www.caterpillar.com/~~en/company/governance/~~
~~political-engagement.html.~~politicalengagement.

Caterpillar’sgovernancepolicies, which are publicly disclosed, provide~~for~~effectiveoversightofitspoliticalactivities.

As described in our Lobbying Report, Caterpillar’s political and advocacy activities at the state, federal and international levels are managed by the Senior Vice President, Global Government & Corporate Affairs who coordinates and reviews with ~~senior management~~the Executive Office and relevant business leaders the legislative and regulatory priorities that are significant to the Company’s business and shareholders, as well as related advocacy activities. To

Furthermore, to ensure appropriate Board oversight of political activities, consistent with its charter, the ~~Board’s~~Sustainability and other Public Policy ~~and Governance~~ Committee reviews ~~the Company’s~~Caterpillar’s political spending policy onand its political activities ~~and contributions and Caterpillar’s significant political activities, including~~including: corporate political contributions, political contribution activities of the Caterpillar Political Action Committee, trade association participation and alignment with Caterpillar’s ~~legislative~~Values in Action and ~~regulatory~~policy objectives and Caterpillar’s significant lobbying priorities.

~~The~~In summary, the Board believes that Caterpillar’s existing Lobbying Report and website disclosures ~~meet or exceed any legal requirements and~~ provide shareholders with significant transparency and visibility into the Company’s political engagement activities and its management and oversight of ~~them. The Board does~~such activities. Preparation and publication of an additional, duplicative report as requested by this proposal will divert resources away from our focus on executing our strategy and supporting our customers without providing any additional meaningful information to shareholders.

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PROPOSAL 8– SHAREHOLDER PROPOSAL - REPORT ON ACTIVITIES IN CONFLICT-AFFECTED AREAS

PROPOSAL SNAPSHOT

What am I voting on?

Shareholders are being asked to vote on a proposal that asks Caterpillar to report on business activities in conflict-affected and high-risk areas.

Who submitted the proposal?

The proposal was submitted by Wespath Benefits and Investments, 1901 Chestnut Avenue, Glenview, Illinois 60625, which has represented that it is the owner of 49,316 shares of Caterpillar Inc. common stock. The proposal was also submitted by other co-filers. Pursuant to Rule 14a-8(I)(1) promulgated under the Securities Exchange Act of 1934, the Company will provide the name, address and number of Company securities held by the co-filers of this shareholder proposal promptly upon receipt of a written or oral request.

Board Voting Recommendation:

AGAINST proposal

Caterpillar is not responsible for the content of this shareholder proposal or the supporting statement.

PROPOSAL

PROPOSAL 8 — REPORT ON ACTIVITIES IN CONFLICT-AFFECTED AREAS

RESOLVED: Shareholders request that Caterpillar commission an independent third-party report, at reasonable expense and excluding proprietary information, assessing the effectiveness of the company’s due diligence process in determining if its operations or customers’ use of its products contribute to violations of its Code of Conduct (CoC) and Human Rights Policy (HRP).

WHEREAS:

Caterpillar’s CoC commits the company to respecting human rights across global operations and its HRP is informed by the UN Guiding Principles on Business and Human Rights (UNGPs).⁽¹⁾ Caterpillar’s Slavery and Human Trafficking Statement indicates that slavery is “inconsistent with our Values and will not ~~believe~~be tolerated at Caterpillar, or anywhere in our supply chain.”⁽²⁾ However, investors lack transparency regarding Caterpillar’s compliance with its policies pursuant to the following:

Russian aggression risks: In September, President Putin ordered a ‘partial mobilization,’ requiring organizations in Russia to assist in the conscription of eligible employees and provide material support to the war effort. Caterpillar risks involvement in mobilization efforts through its subsidiaries and distributors, including Caterpillar Eurasia, Caterpillar Tosno, and Caterpillar Distribution, which employed over 2,350 staff and generated $800 million in revenue in 2021 and continue operations in Russia. Caterpillar continues to use Russia as a supply chain route;⁽³⁾

Value chain risks: In 2020, Caterpillar’s exclusive wholesaler for branded retail clothing received multiple shipments from Chinese companies involved in that ~~additional detailed disclosures would~~government’s forced labor program in Xinjiang.⁽⁴⁾ Equipment purchased from Caterpillar and its authorized dealers has long been reported to be ~~beneficial to shareholders.~~used in violations of international law in Myanmar,⁽⁵⁾ Occupied Palestinian Territory; ^{(6) (7)} and Western Sahara;⁽⁸⁾

(1)

https://~~www.prwatch.org/~~www.caterpillar.com/en/company/governance/political-engagement/human-rights.html

(2)

https://s7d2.scene7.com/is/content/Caterpillar/CM20210622-bd91e-6d42a#:~:text=Slavery%20and%20Human%20Trafficking%20are,training%20on%20an%20annual%20basis

(3)

https://www.bnnbloomberg.ca/caterpillar-still-ships-through-russia-after-halting-production-1.1737953

(4)

https://www.axios.com/caterpillar-xinjiang-uighur-labor-a6ec73df-b75e-4aea-ae76-cc8182ad6a3c.html

(5)

https://swedwatch.org/wp-content/uploads/2020/06/97_Myanmar_200610_uppslag_NY.pdf

(6)

https://www.hrw.org/news/~~2018/05/13346/take-money-and-run-trump-tax-cuts-boost-earnigs-alec-corps-which-promptly-layoff~~2004/10/28/human-rights-watch-letter-caterpillar-inc

(7)

https://www.amnesty.org/en/location/middle-east-and-north-africa/israel-and-occupied-palestinian-territories/report-israel-and-occupied-palestinian-territories/

(8)

https://wsrw.org/en/archive/4380

~~2020~~ 2023 PROXY STATEMENT 5381

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Legal/reputational risks: The U.S. Government is imposing sanctions and trade controls against Russia,⁽⁹⁾ Myanmar,⁽¹⁰⁾ and China.⁽¹¹⁾ The EU and its members are passing mandatory human rights due diligence (HRDD) laws,⁽¹²⁾ and companies are being held liable for contributions to violations of international law.⁽¹³⁾ Investors, representing $18 trillion in assets under management, view human rights and conflict as material risks, evidenced by public statements on Ukraine,⁽¹⁴⁾ Myanmar,⁽¹⁵⁾ and Xinjiang⁽¹⁶⁾;

Caterpillar and its customers’ activities in conflict-affected and high-risk areas (CAHRA) may result in heightened material risks through potential violations of Caterpillar’s CoC, HRP, and UNGPs. Should Caterpillar subsidiaries participate in the Russian mobilization, it may make the company complicit in war crimes.⁽¹⁷⁾ The International Finance Corporation notes that companies in CAHRA “face business risks that are much greater than those in other emerging markets,” including destruction of physical capital, deaths, and supply-chain disruptions.⁽¹⁸⁾

Caterpillar trails industry peers that have adopted measures to mitigate these risks, including John Deere’s human rights risk-based assessments,⁽¹⁹⁾ Komatsu’s HRDD process,⁽²⁰⁾ and Volvo’s responsible sales policy.⁽²¹⁾

To mitigate risks associated with operations and customers in CAHRA, companies undertake heightened HRDD.

SUPPORTING STATEMENT

Shareholders seek information, at board and management discretion, through a report that:

■

Discusses how human rights risks in CAHRA are assessed and addressed; and

■

Assesses whether additional policies are needed to avoid causing or contributing to violations in CAHRA.

COMPANY RESPONSE

After careful consideration, the Board recommends a vote AGAINST this proposal for the reasons provided below:

Respect for human rights is engrained in Caterpillar culture – demonstrated by our Values in Action. Our commitment is governed by policies and standards that allow us to deliver on our Values of Integrity, Excellence, Teamwork, Commitment and Sustainability. These Values define what we stand for and how we conduct ourselves with our customers, suppliers and employees.

To ensure we operate with our Values in Action, Caterpillar already has robust policies in effect, compliance mechanisms in place and reports to illustrate our commitments and processes regarding human rights globally, including in conflict-affected areas of the world.

Caterpillar is committed to respecting fundamental human rights principles throughout our global operations and has developed and implemented robust standards and policies.

Caterpillar is committed to operating under the values outlined in our Code of Conduct and to complying with all applicable laws and regulations, including conducting activities in a manner that respects human rights. We deploy sustainable standards and policies that apply globally, including within conflict-affected areas, to define the behavior we expect from our directors, officers, employees and business partners. Our values reflect how we conduct ourselves with our customers, suppliers and communities we serve, as well as what Caterpillar believes is the ethical approach to various work situations. Within the framework of our Code of Conduct, we proactively identify, assess and mitigate potential adverse human rights impacts wherever we do business.

(9)

https://www.state.gov/holding-russia-and-belarus-to-account/

(10)

https://www.state.gov/burma-sanctions/

(11)

https://www.state.gov/implementation-of-the-uyghur-forced-labor-prevention-act/

(12)

https://www.business-humanrights.org/en/big-issues/mandatory-due-diligence/

(13)

https://www.justsecurity.org/78097/corporate-criminal-liability-for-human-rights-violations-france-and-sweden-are-poised-to-take-historic-steps-forward/

(14)

https://media.business-humanrights.org/media/documents/Investor_Statement_on_the_Crisis_in_Ukraine_16_May_2022.pdf

(15)

https://investorsforhumanrights.org/investor-statement-myanmar-human-rights-and-business-activities-supporting-military-junta

(16)

https://investorsforhumanrights.org/sites/default/files/attachments/2021-03/XUAR%20Investor%20Expectations%20Statement.pdf

(17)

https://fortune.com/2022/10/13/russia-putin-foreign-owned-companies-conscription-campaign-sanctions-ukraine-war-international-europe-popovych-freeman/

(18)

https://www.ifc.org/wps/wcm/connect/07cb32dd-d775-4577-9d5f-d254cc52b61a/201902-IFC-FCS-Study.pdf?MOD=AJPERES&CVID=mzeJewf

(19)

https://s22.q4cdn.com/253594569/files/doc

(20)

https://www.komatsu.jp/en/ir/library/annual/pdf/annual_06b.pdf

(21)

https://www.volvogroup.com/en/sustainability/social-responsibility/business-ethics/responsible-sales.html

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We have implemented a governance structure to drive compliance with our Code of Conduct and Human Rights Policy. Caterpillar’s Chief Legal Officer has responsibility for compliance and public policy matters, including human rights. The Board of Directors has ultimate oversight over human rights through its Sustainability & other Public Policy Committee (SPPC). The SPPC was created in June 2022 to oversee all public policy matters, including human rights.

The Company maintains a compliance program designed to ensure adherence to all applicable international conventions and U.S. regulations, including export controls and economic sanctions adopted by the U.S. and other countries. That program prohibits, among other things, sales to countries, entities and individuals that would violate applicable export controls or economic sanctions.

We require all Caterpillar employees to annually complete Code of Conduct training and certify that they have read, understand and agree to comply with the Code of Conduct. Additional compliance training is also provided to employees based on risk identified in their specific roles.

In addition to our Code of Conduct, Caterpillar’s Human Rights Policy is informed by and incorporates many elements of internationally recognized human rights standards, including the Universal Declaration of Human Rights, United Nations Guiding Principles (UNGP) on Business and Human Rights and the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work. We work collaboratively with relevant internal and external stakeholders to understand human rights-related concerns to maintain compliance with the Human Rights Policy.

We have developed risk oversight mechanisms to ensure our suppliers uphold the sound business practices we embrace, follow the law and conduct activities in a manner that respects human rights.

Caterpillar’s Supplier Code of Conduct is publicly accessible on our website and our self-reporting includes an ongoing assessment of the impact our operations have on human rights, due diligence, performance tracking, mechanisms to report grievances and remediation processes. Caterpillar has a large and diverse network of business partners and suppliers, and as of 2022, 100% of our top suppliers have affirmed their alignment with our Supplier Code of Conduct.

Caterpillar takes seriously any alleged illegal or unethical behavior engaged by its suppliers, business partners or employees. Our Supplier Code of Conduct includes feedback channels for workers, including third-party anonymous hotlines and the ability to contact the Office of Business Practices directly at any time and in any language. This allows unfettered access for individuals to raise concerns of potential human rights impact. Caterpillar will assess and escalate human rights issues and concerns regarding our business activity within the informed context of law, policy and our Code of Conduct, and when doing so, we will act in accordance with our Values in Action.

We develop and evolve our reports according to what is in the best interest of the Company and its shareholders.

Since 2011, Caterpillar has publicly released reports that contain extensive information and disclosures about the extent to which our policies and procedures effectively protect workers in our supply chain. We have demonstrated our intent to continually improve and expand these reports over time. Our reports, listed below, provide detailed, relevant and comprehensive information for stakeholders, which are all available publicly on caterpillar.com.

■

Code of Conduct

■

Human Rights Policy

■

Supplier Code of Conduct

■

Slavery and Human Trafficking Statement

■

Annual Conflict Minerals Report

■

Annual Diversity & Inclusion Report

■

Annual Sustainability Report, which was certified and verified by an independent third party

A formal report as contemplated by the proposal is not necessary because we already disclose robust standards and policies, compliance mechanisms and reports outlining our continued commitment towards human rights. It would not provide any meaningful additional information, and furthermore, it would detract from our continued initiatives, including in the area of human rights.

In summary, the Board remains committed to human rights and ensuring that Caterpillar continues to adhere to the high standard for human rights to which it holds itself, our employees, our suppliers and our business partners. We do not believe the report called for by the proposal would enhance those objectives and we believe we already deploy the right policies, processes and governance to ensure that we make the right decisions about where and how we conduct our business aligned with our values. Accordingly, for the reasons set forth above, we believe the report requested is neither necessary nor in the best interests of the shareholders.

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PROPOSAL 59– SHAREHOLDER PROPOSAL – INDEPENDENT BOARD CHAIRMAN- CIVIL RIGHTS,
NON-DISCRIMINATION AND RETURNS TO MERIT AUDIT

PROPOSALSNAPSHOT

What am I voting on?

Shareholders are being asked to vote on a proposal that asks the Board ~~of Directors~~ to ~~adopt a policy that would require~~commission an audit analyzing the ~~Chairman~~impacts of the ~~Board to be an independent director whenever possible.~~Company’s Diversity, Equity & Inclusion policies.

Who submitted the proposal?

~~The~~This proposal was submitted by ~~John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278~~The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Washington, DC 20036 who has represented that ~~he is~~they are the owner of ~~100~~more than $2,000 in shares of Caterpillar Inc. ~~Common Stock.~~common stock.

Board Voting Recommendation:

AGAINSTproposal

~~Caterpillar is not responsible for the content of this shareholder proposal or the supporting statement.~~

Caterpillar is not responsible for the content of this shareholder proposal or the supporting statement.

~~PROPOSAL~~

PROPOSAL

PROPOSAL 9 — CIVIL RIGHTS, NON-DISCRIMINATION AND RETURNS TO MERIT AUDIT

5RESOLVED: —~~INDEPENDENT~~~~BOARD~~~~CHAIRMAN~~

Shareholders of Caterpillar Inc. (“the Company”) request ~~our~~that the Board of Directors ~~adopt as policy,~~commission an audit analyzing the impacts of the Company’s Diversity, Equity & Inclusion policies on civil rights, non-discrimination and ~~amend our governing documents as necessary,~~returns to ~~require~~merit, and the impacts of those issues on the Company’s business. The audit may, in the Board’s discretion, be conducted by an independent and unbiased third party with input from civil rights organizations, public-interest litigation groups, employees and shareholders of a wide spectrum of viewpoints and perspectives. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on the Company’s website.

SUPPORTING STATEMENT

Under the guise of ESG, corporations have allocated significant resources and attention towards implementing social justice into workplace practices and hiring. Across the political spectrum, all agree that employee success should be fostered and that no employees should face discrimination, but there is much disagreement about what non-discrimination means.

Many companies — including Bank of America, American Express, Verizon, Pfizer, CVS and Caterpillar itself⁽¹⁾ — have adopted “Diversity, Equity & Inclusion” (DEI) programs, trainings and officers that seek to establish racial and social “equity.” But in practice, what “equity” really means is the distribution of pay and authority on the basis of race, sex, orientation and ethnicity rather than by merit.⁽²⁾

Where adopted, such programs have raised significant objections, including the concern that the ~~Chairman~~programs and practices themselves are deeply racist, sexist, otherwise discriminatory and potentially in violation of the ~~Board be an independent member~~Civil Rights Act of 1964.⁽³⁾ And that by devaluing merit, corporations have sacrificed employee competence, moral and productivity to the Board whenever possible. Although it would be better to have an immediate transition to an independent Board Chairman, the Board would have the discretion to phase in this policy for the next Chief Executive Officer transition.

~~If the Board determines that a Chairman, who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements~~altar of the policy within a reasonable amount of time. Compliance with this policy is waived in the unlikely event that no independent director is available and willing to serve as Chairman. This proposal requests that each necessary step be taken to accomplish the above.“diversity.”

(1)

~~Boeing is an example of a company changing course and naming an independent board chairman in October 2019. Boeing did not wait for the next CEO succession.~~https://www.city-journal.org/bank-of-america-racial-reeducation-program;
https://www.city-journal.org/verizon-critical-race-theory-training;
https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/;
https://www.foxbusiness.com/politics/cvs-inclusion-training-critical-race-theory;
https://www.msn.com/en-us/money/other/pfizer-sets-race-based-hiring-goals-in-the-name-of-fighting-systemic-racism-gender-equity-challenges/ar-AAOiSwJ;
https://www.caterpillar.com/en/careers/why-caterpillar/diversity-inclusion.html

(2)

Boeing then named David Calhoun (the Caterpillar Lead Director) as Boeing CEO in December 2019. Mr. Calhoun may have too much on his plate to serve any longer at Caterpillar given the current Boeing 737 MAX crisis. Plus Dennis Muilenburg’s reputation may be too tarnished for him to continue serve as a respected director on the Caterpillar Board. An independent Board Chairman would have more time to focus on whether it is prudent to retain Mr. Calhoun, Mr. Muilenburg and Susan Schwab, another Boeing director, on the Caterpillar Board. Association with Boeing does not seem to be good at least for the immediate future.https://www.sec.gov/Archives/edgar/data/1048911/000120677421002182/fdx3894361-def14a.htm#StockholderProposals88;
https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/asyousownike051421-14a8-incoming.pdf;
https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/nyscrfamazon012521-14a8-incoming.pdf;
https://www.sec.gov/Archives/edgar/data/1666700/000119312521079533/dl08785ddefl4a.htm#rom108785_58

(3)

Regarding Mr. Calhoun, Ralph Nader, whose grandniece died in the Ethiopia Boeing 737 MAX crash said: “There is no way he can do this job and do all those other jobs.” Mr. Calhoun may also still be Chairman at Gates Industrial Corp (GTES).https://www.americanexperiment.org/survey-says-americans-oppose-critical-race-theory/;
https://www.newsweek.com/majority-americans-hold-negative-view-critical-race-theory-amid-controversy-1601337;
https://www.newsweek.com/coca-cola-facing-backlash-says-less-white-learning-plan-was-about-workplace-inclusion-1570875;
https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/; https://www.city-journal.org/verizon-critical-race-theory-training

This proposal topic also won impressive 42%-support at the Caterpillar 2016 annual meeting. This 42%-support would have been higher (perhaps 47%) if more shareholders had access to independent proxy voting advice.

~~Please vote yes:~~

~~Independent Board Chairman - Proposal 5~~

2023 PROXY STATEMENT84

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COMPANY RESPONSE

After careful consideration, the Board recommends a vote AGAINST this proposal for the reasons provided below:

~~The~~Caterpillar is committed to diversity and inclusion, and Caterpillar’s existing policies promote fair and equitable treatment of its workforce.~~Board~~~~should~~be~~able~~to~~select~~~~its~~~~leadership~~~~structure~~–~~including~~~~its~~~~Chairman~~

At Caterpillar, we believe in The Power of Everyone as a source of innovation and~~CEO~~~~and~~–~~based~~~~upon~~~~its~~~~determination~~of~~the~~~~structure~~~~that~~~~best~~~~serves~~~~the~~~~interests~~of~~shareholders.~~

competitive advantage. We ~~operate in a highly cyclical and often challenging macro-economic operating environment in which~~are proud that our ~~Board must constantly assess industry change and disruption. Our Board is comprised of directors~~people come from across the globe, with diverse backgrounds, experiences and perspectives united by our Values in Action and collectively committed to our purpose of helping our customers build a better, more sustainable world. Company policies ensure employment decisions are based upon qualifications for the work to be performed, without regard to race, religion, national origin, color, gender, gender identity, sexual orientation, age and/or physical or mental disability. Caterpillar is committed to operating under the values outlined in our Code of Conduct, and we support and obey laws that prohibit discrimination everywhere we do business. In plain terms, Caterpillar does not tolerate discrimination or harassment of any kind against anyone.

~~2020 PROXY STATEMENT 54~~Caterpillar is transparent in demonstrating support of racial equity for all individuals with whom we do business.

~~Back~~Our reports, listed below and available at caterpillar.com, provide detailed, relevant and comprehensive information to ~~Contents~~establish the Company has robust human capital management practices in effect.

■

~~experience, perspectives~~Our Values In Action, Caterpillar’s Code of Conduct

■

Human Capital Management Disclosure

■

Annual Diversity & Inclusion Report

■

D&I Website, caterpillar.com/diversity

Caterpillar’s Pay for Performance strategy recognizes individual effort to achieve business results.

The proposal suggests inherent risk that devaluation of merit compensation awarded to employees occurs on account of diversity. Merit-based pay awards have always been part of Caterpillar’s pay-for-performance philosophy that aligns employee’s individual contributions, behaviors and ~~in-depth knowledge about Caterpillar. With this expertise,~~business results with individual rewards. Our comprehensive Total Health programs focus on purpose, as well as physical, emotional, financial and social health. Providing competitive benefits and compensation underpins our ~~Board is uniquely positioned~~commitment to ~~evaluate Caterpillar’s key challenges~~all of our engaged and ~~needs, including the optimal leadership structure. The Board elects the Chairman & CEO annually, and,~~productive employees working as part of a high-performing, diverse global team to execute our enterprise strategy of long-term profitable growth.

Caterpillar employees have mechanisms for reporting their views without reprisal.

The proposal suggests that “too many employers have established stances that silence employees who disagree with the ~~election process, considers whether~~company’s asserted positions.” A key component of Caterpillar’s D&I strategy is to ~~elect~~foster an inclusive environment where people feel valued, respected and have a sense of belonging. Caterpillar employees are encouraged to share their unique perspectives, to speak up and our policies support this principle. In addition, any individual may confidentially report suspected or actual violations of Our Values in Action, company policies and applicable law, including workplace discrimination. Company policy prohibits any reprisal by any individual against an employee for raising a concern or making a report in good faith.

In addition, Caterpillar takes concrete steps to both measure and continuously improve employee engagement by providing employees opportunities to voice concerns through voluntary engagement surveys. For example, Caterpillar’s Annual Employee Insights survey provides all employees an opportunity to confidentially share their perspectives and engages leaders to listen, learn and respond to employee feedback.

Caterpillar is committed to promoting and maintaining a diverse and inclusive culture in our company and in our communities.

In 2021, we formalized and introduced our strategic approach to diversity and inclusion with our five-pillar D&I Framework, which weaves diversity and inclusion seamlessly into the ~~Chairman & CEO or an independent director to serve~~business. As a result of our diversity and employee engagement efforts, Caterpillar has recently been recognized by numerous third-parties as, ~~Chairman. This flexibility allows~~for example, one of America’s best employers for diversity (Forbes), one of America’s most trusted companies (Newsweek) and one of Europe’s diversity leaders (Financial Times).

In summary, the Board believes that Our Values in Action make it clear that all Caterpillar employees will be treated fairly and equitably. The company, from the ~~ability~~top down, values differing perspectives and opinions on the topics that impact its business, workforce and communities. Caterpillar has a robust human capital management and a transparent D&I strategy with clear policies and practices in effect to ~~choose~~create a diverse and inclusive workplace where employees can share their feedback and views without reprisal. Accordingly, for the ~~optimal leadership for Caterpillar based on Caterpillar’s needs and circumstances at a particular time rather than pursuant to an inflexible policy established in advance. In~~reasons set forth above, we do not believe the ~~past, the Board has chosen to separate the roles based on such needs and circumstances. The Board currently believes it is~~actions requested by this proposal are necessary or in the best interests of ~~Caterpillar and~~ our shareholders for the roles to be combined. Moreover, the Board believes the combined role of Chairman and CEO promotes unified leadership and direction for the Company, which allows for a single, clear focus for management to execute our strategy and business plans. This ensures that the Company is represented by a single voice to dealers, customers, shareholders, employees and other stakeholders.

The Board believes in maintaining flexibility with respect to its leadership structure and that a fixed policy requiring a separation of the roles of Chairman and CEO would not benefit Caterpillar or its shareholders.

~~Caterpillar has strong governance practices to ensure independent oversight of the Chairman & CEO and management.~~

The Board recognizes the importance of independent oversight of the Chairman & CEO and management and has already implemented structures and practices to enhance this oversight. In the event that the Chairman is not an independent director, then an independent director is elected to serve as the Presiding Director. Such independent Presiding Director has duties and responsibilities such as:

■

~~Presiding at all meetings of the Board at which the Chairman & CEO is not present, including executive sessions of the independent directors;~~

■

~~Serving as a liaison between the Chairman & CEO and the independent directors;~~

■

~~Approving the type of information sent to the Board;~~

■

~~Approving meeting agendas for the Board;~~

■

~~Approving meeting schedules, in consultation with the Chairman & CEO and the independent directors, to assure that there is sufficient time for discussion of all agenda items;~~

■

~~Having the authority to call meetings of the independent directors;~~

■

~~If requested by major shareholders, being available for consultation and direct communication; and~~

■

~~Providing the Chairman & CEO with the results of the annual performance review in conjunction with the chairman of the Compensation and Human Resources Committee.~~

As part of each Board meeting, the independent directors meet in executive session with no members of management present. During this time, they consider any matters they determine to be appropriate, including evaluation of senior management, Chairman & CEO and management succession.

~~Moreover, Caterpillar’s strong corporate governance practices negate the need for a fixed policy requiring the separation of the roles of Chairman and CEO. Such structures and practices include:~~

■

~~With the exception of Mr. Umpleby, all of Caterpillar’s current directors are independent;~~

■

~~Annual election of all directors by majority vote;~~

■

~~Proxy access;~~

■

~~Shareholders’ right to call a special meeting;~~

■

~~Director access to senior management;~~

■

~~Annual self-evaluations of the Board, its Committees and its Chairman & CEO; and~~

■

~~Publicly available Corporate Governance Guidelines that are reviewed on an annual basis.~~

Given the strong leadership of the Company’s Chairman & CEO, the counter-balancing role of the Presiding Director and a Board comprised of strong and independent directors, the Board continues to believe it is in the best long-term interests of the Company and its shareholders to maintain the combined role of Chairman and CEO.

For additional information regarding the Board’s views on its leadership structure and why it is best suited for Caterpillar at this time, we encourage shareholders to read the “Board Election and Leadership Structure” and “Duties and Responsibilities of Presiding Director” sections of this proxy, on pages 19 and 20.

~~2020~~ 2023 PROXY STATEMENT 5585

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~~PROPOSAL 6~~~~– SHAREHOLDER PROPOSAL – SHAREHOLDER ACTION BY WRITTEN CONSENT~~

~~PROPOSAL~~ ~~SNAPSHOT~~

~~What am I voting on?~~

~~Shareholders are being asked to vote on a proposal that will allow shareholders to take action without a meeting if a specified number of shareholders consent to the action in writing.~~

~~Who submitted the proposal?~~

~~The proposal was submitted by Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, who has represented that she is the owner of 50 shares of Caterpillar Inc. Common Stock.~~

~~Board Voting Recommendation:~~

~~AGAINST~~ ~~proposal~~

~~Caterpillar is not responsible for the content of this shareholder proposal or the supporting statement.~~

PROPOSAL
PROPOSAL6—RIGHTTOACTBYWRITTENCONSENT
Resolved, Caterpillar, Inc. (“CAT” or “Company”) shareholders request our board of directors undertake steps as necessary to permit written consent by shareholders entitled to cast the minimum number of votes necessary to authorize action at a meeting at which all shareholders entitled to vote were present and voting. This written consent is to be consistent with giving shareholders the fullest power to act by written consent consistent with applicable law, including the ability to initiate any topic for written consent consistent with applicable law.
SUPPORTINGSTATEMENT
Shareholder rights to act by written consent and special meetings are often complimentary ways to bring urgent matters to the attention of management and shareholders outside the annual meeting cycle.
Many boards and investors assume a false equivalency between rights of written consent and special meetings. However, any shareholder, regardless how many (or few) shares she owns, can seek to solicit written consents on a proposal.
By contrast, calling a special meeting may require a two-step process. A shareholder who does not own the minimum shares required must first obtain the support of other shareholders. Once that meeting is called, the shareholder must distribute proxies asking shareholders to vote on the proposal to be presented at the special meeting. This two-step process can take more time and expense than the one-step process of soliciting written consents, especially when CAT requires a 25% threshold, instead of 10% as provided for in Delaware law.
BlackRock’s proxy voting guidelines for 2019 include the following:
In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent.
This proposal topic is trending positively. Written consent won 47% support at United Rentals in 2018; 51% support in 2019. At Flowserve 43% support in 2018; 51% support in 2019. At Capital One Financial 44% support in 2018; 56% support in 2019. The topic also recently won majorities at JetBlue, Cigna, Applied Materials, Nuance Communications, Netflix, Newell Brands, Gilead Sciences, L3 Technologies, Eastern Chemical Company, Kansas City Southern and HP.
Our Company should join the hundreds of major companies that enable shareholders to act by written consent.
Increase Shareholder Value
Vote for Right to Act by Written Consent - Proposal 6
2020 PROXY STATEMENT 56
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COMPANY RESPONSE
After careful consideration, the Board recommends a vote AGAINST this proposal for the reasons provided below:
Actionbywrittenconsentcouldcircumventtheprocessofashareholdermeeting.
The Board believes that shareholder action by written consent can be used to circumvent the important deliberative process of a shareholder meeting. Written consent rights as proposed could deprive many shareholders of the opportunity to deliberate in an open and transparent manner, or even receive accurate and complete information on important pending actions. In addition, permitting shareholder action by written consent can create substantial confusion and disruption for shareholders, as multiple shareholder groups could solicit multiple written consents simultaneously, some of which may be duplicative or contradictory.
Allshareholdersshouldhaveanopportunitytodebateactions.
The Board believes that all shareholders should have the opportunity to deliberate and vote on pending shareholder actions. Therefore, shareholders should generally act only in the context of an annual or special meeting. To that end, the Company’s organizational documents allow holders of 25 percent or more, in the aggregate, of Caterpillar’s shares to call a special shareholder meeting. This practice allows our shareholders to bring important matters before all shareholders for consideration, while providing the Board with an adequate opportunity to examine any proposed action and provide a carefully considered recommendation to our shareholders. In addition, the Company has afforded shareholders numerous ways to contact members of the Board and share thoughts, opinions and concerns about the Company.
2020 PROXY STATEMENT 57
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OTHER IMPORTANT INFORMATION**

MATTERSRAISEDATTHEANNUALMEETINGNOTINCLUDEDINTHISSTATEMENT

We do not know of any matters to be acted upon at the ~~2020~~2023 Annual Meeting other than those discussed in this statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.

SHAREHOLDERPROPOSALSANDDIRECTORNOMINATIONSFORTHE2021 2024 ANNUALMEETING

A proposal for action or the nomination of a director to be presented by any shareholder at the ~~2021~~2024 annual meeting of shareholders must be delivered in the manner and accompanied by the information required in our bylaws.

■

Rule14a-8proposals: If the proposal is to be included in our proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, the proposal must be received at the office of the Corporate Secretary on or before January ~~1, 2021.~~6, 2024.

■

Proposalsornominationsnottobeincludedinourproxy: If the proposal or the nomination of a director is not to be included in the proxy statement, the proposal must be received at the office of the Corporate Secretary no earlier than February ~~10, 2021,~~15, 2024, and no later than April ~~11, 2021.~~15, 2024.

■

Proxyaccessnominations: If the proposal is for the nomination of directors to be included in our proxy statement pursuant to proxy access under Article II, Section 4 of Caterpillar’s bylaws, the proposal must be received at the office of the Corporate Secretary no earlier than December ~~2, 2020,~~7, 2023, and no later than January ~~1, 2021.~~6, 2024.

■

Universal proxy rules: In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 15, 2024.

Our bylaws are available on our website at www.caterpillar.com/governance. Shareholder proposals, director nominations and requests for copies of our bylaws should be delivered to CaterpillarInc.c/o~~Chief~~~~Legal~~~~Officer,~~~~General~~~~Counsel~~~~and~~CorporateSecretary,~~510~~~~Lake~~~~Cook~~~~Road,~~ 5205 N. O’Connor Boulevard, Suite100,~~Deerfield,~~IL~~60015~~ Irving, TX 75039.

2023 PROXY STATEMENT86

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PERSONS OWNING MORE THAN FIVE PERCENT OF CATERPILLAR COMMON STOCK
The following table lists those persons or groups (based on a review of Schedule 13Gs filed with the SEC) who beneficially own more than five percent of Caterpillar common stock as of December 31, ~~2019:~~2022:
Name and Address
Voting Authority

Dispositive Authority

Total Amount
of Beneficial
Ownership
Percent of
class
Voting Authority

Dispositive Authority

Total Amount
of Beneficial
Ownership
Percent of
class
Sole
Shared

Sole
Shared

Sole
Shared

Sole
Shared

BlackRock, Inc.
55 East 52^nd Street
New York, NY 10055
29,389,492
0

34,578,559
0

34,578,559
6.3
32,597,552
0

36,459,646
0

36,459,646
7.0
Capital World Investors
333 South Hope Street, 55th Floor
Los Angeles, CA 90071
29,275,266
0

29,381,792
0

29,381,792
5.6
State Street Corporation and
various direct and indirect subsidiaries
State Street Financial Center
One Lincoln Street
Boston, MA 02111
0
21,833,959

0
44,782,540

44,787,748
8.1
0
19,288,660

0
39,778,535

39,841,238
7.66
The Vanguard Group⁽¹⁾
100 Vanguard Blvd.
Malvern, PA 19355
825,696
155,991

48,231,886
927,365

49,159,251
8.89
(1)
Beneficial ownership includes 624,102 shares for which Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner, as a result of serving as investment manager of collective trust accounts. Beneficial ownership also includes 494,706 shares for which Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner as a result of its serving as investment manager of Australian investment offerings.
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
0

772,345

46,441,936
2,259,646

48,701,582
9.36

~~2020~~ 2023 PROXY STATEMENT    5887
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SECURITYOWNERSHIPOFEXECUTIVEOFFICERSANDDIRECTORS*
Security ownership ~~of Caterpillar’s Executive Officers, Board of Directors and Nominees to the Board of Directors~~ (as of January 1, ~~2020)~~2023) of Caterpillar’s executive officers, board of directors and nominees to the board of directors is included in the following table:

Common
Stock⁽¹⁾

Shares Underlying
Stock Options/
SARs/RSUs
Exercisable within
60 Days
Additional Stock
Options/SARs/RSUs
Exercisable upon
Retirement⁽²⁾
Total
Common
Stock⁽¹⁾

Shares Underlying
Stock Options/
SARs/RSUs
Exercisable within
60 Days
Additional Stock
Options/SARs/RSUs
Exercisable upon
Retirement⁽²⁾
Total
William P. Ainsworth
56,114

103,745
125
159,984
Kelly A. Ayotte
1,475

-
1,475
4,565
⁽⁴⁾
0
4,565
Andrew R.J. Bonfield
7,588
⁽³⁾
7,693
-
15,281
Andrew R. J. Bonfield
53,487

30,786
0
84,273
David L. Calhoun
44,843

-
44,843
48,217
⁽⁵⁾
0
48,217
Joseph E. Creed
10,597

47,896
0
58,493
Bob De Lange
17,867

161,941
-
179,808
44,559

277,173
0
321,732
Daniel M. Dickinson
7,261

-
7,261
10,283

0
10,283
Juan Gallardo
273,807

-
273,807
Denise C. Johnson
11,605

18,764
-
30,369
8,605

48,206
0
56,811
Dennis A. Muilenburg
11,882

-
11,882
William A. Osborn
52,662

-
52,662
Gerald Johnson
569

0
569
David W. MacLennan
2,484
⁽⁶⁾
0
2,484
Debra L. Reed-Klages
6,071

-
6,071
9,898
⁽⁵⁾
0
9,898
Edward B. Rust, Jr.
32,099

-
32,099
46,580

0
46,580
Susan C. Schwab
18,082

-
18,082
21,541
⁽⁵⁾
0
21,541
D. James Umpleby III
64,696

677,564
-
742,260
349,806

450,166
0
799,972
Miles D. White
6,629

-
6,629
Rayford Wilkins, Jr.
1,960

-
1,960
5,296

0
5,296
All directors and executive officers as a group⁽⁴⁾ (20 persons)
660,853

1,029,866
125
1,690,844
*
Each person listed in the table has beneficial ownership of less than 1 percent.
(1)
Common stock that is directly or indirectly beneficially owned, including stock that is individually or jointly owned and shares over which the individual has either sole or shared investment or voting authority.
(2)
Stock Options, SARs or RSUs that are not presently exercisable within 60 days but that would become immediately exercisable if such individual was eligible to retire and elected to retire pursuant to long-service separation.
(3)
Does not include 13,091 unvested restricted stock units granted on September 7, 2018, that will vest on September 7, 2020.
(4)
None of the shares held by the group has been pledged.
All current directors and executive officers as a group⁽³⁾ (17 persons)
653,007

1,065,458
0
1,718,465
*
Each person listed in the table has beneficial ownership of less than 1%.
(1)
Common stock that is directly or indirectly beneficially owned, including stock that is individually or jointly owned and shares over which the individual has either sole or shared investment or voting authority.
(2)
Stock Options, SARs or RSUs that are not presently exercisable within 60 days, but that would become immediately exercisable if such individual was eligible to retire and elected to retire pursuant to Long-Service Separation.
(3)
None of the shares held by the group has been pledged.
(4)
Includes 1,578 shares that the holder has the right to acquire within 60 days under the Directors’ Deferred Compensation Plan.
(5)
Includes 3,156 shares that the holder has the right to acquire within 60 days under the Directors’ Deferred Compensation Plan.
(6)
Includes 244 shares that the holder has the right to acquire within 60 days under the Directors’ Deferred Compensation Plan.
*
Each person listed in the table has beneficial ownership of less than 1%.
(1)
Common stock that is directly or indirectly beneficially owned, including stock that is individually or jointly owned and shares over which the individual has either sole or shared investment or voting authority.
(2)
Stock Options, SARs or RSUs that are not presently exercisable within 60 days, but that would become immediately exercisable if such individual was eligible to retire and elected to retire pursuant to Long-Service Separation.
(3)
None of the shares held by the group has been pledged.
(4)
Includes 1,578 shares that the holder has the right to acquire within 60 days under the Directors’ Deferred Compensation Plan.
(5)
Includes 3,156 shares that the holder has the right to acquire within 60 days under the Directors’ Deferred Compensation Plan.
(6)
Includes 244 shares that the holder has the right to acquire within 60 days under the Directors’ Deferred Compensation Plan.

DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than ~~ten percent~~10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE, and to furnish Caterpillar with copies of such forms. Based on our review of the forms we have received, or written representations from reporting persons, we believe that, during the current fiscal year and in prior fiscal years, each of our executive officers and directors complied with all such filing requirements, ~~unless previously reported.~~with the exception of one late Form 4 filing by Joseph E. Creed, which disclosed one transaction and was filed late due to an administrative error.

~~2020 PROXY STATEMENT    59~~
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ACCESSTOFORM10-K
Upon written request, without charge to each record or beneficial holder of Caterpillar common stock as of April ~~13, 2020,~~17, 2023, we will provide a copy of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2022, as filed with the SEC. Written requests should be directed to Caterpillar Inc. ~~Chief Legal Officer, General Counsel and~~c/o Corporate Secretary, ~~at 510 Lake Cook Road,~~5205 N. O’Connor Boulevard, Suite 100, ~~Deerfield, IL 60015.~~Irving, TX 75039.
2023 PROXY STATEMENT88
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NON-GAAP FINANCIAL MEASURES
~~The~~We provide the following definitions ~~are provided~~ for the non-GAAP financial measures used in this ~~proxy statement.~~report. These non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP and therefore are unlikely to be comparable to the calculation of similar measures for other companies. Management does not intend these items to be considered in isolation or as a substitute for the related GAAP measures.
~~Adjusted~~~~Profit:~~~~The Company believes~~We believe it is important to separately quantify the profit impact of ~~four~~three significant items in order for ~~the Company’s~~our results to be meaningful to our readers. These items consist of (i) goodwill impairment, (ii) restructuring (income) costs, and (iii) pension and OPEB mark-to-market (gains) losses resulting from plan remeasurements, (ii) U.S. tax reform impact, (iii) restructuring costs in 2018, which were incurred to generate longer-term benefits and (iv) certain deferred tax valuation allowance adjustments. The Company doesremeasurements. We do not consider these items indicative of earnings from ongoing business activities and ~~believes~~believe the non-GAAP measures will provide investors with useful perspective on underlying business results and trends and ~~aids~~aid with assessing ~~the Company’s~~our period-over-period results. In addition, we provide a calculation of ME&T free cash flow as we believe it is an important measure for investors to determine the cash generation available for financing activities including debt repayments, dividends and share repurchases.
Reconciliations of ~~enterprise operating profit~~adjusted results to the most directly comparable GAAP measures are as follows:
(Dollars in millions except per share data)
Operating
Profit
Operating
Profit Margin
Profit
Before
Taxes
Provision
(Benefit)
for Income
Taxes

Effective
Tax Rate
Profit
Profit
per Share
Three Months Ended December 31, 2022 - U.S. GAAP
$
1,680

10.1
%
$
2,099
$
644

30.7
%
$
1,454
$
2.79
Goodwill impairment

925

5.6
%

925

36

3.9
%

889

1.71
Restructuring (income) costs

209

1.3
%

209

59

28.2
%

150

0.29
Pension/OPEB mark-to-market (gains) losses

—

—
%

(606)

(124)

20.5
%

(482)

(0.93)
Three Months Ended December 31, 2022 - Adjusted
$
2,814

17.0
%
$
2,627
$
615

23.4
%
$
2,011
$
3.86
Three Months Ended December 31, 2021 - U.S. GAAP
$
1,611

11.7
%

2,562
$
429

16.7
%
$
2,120
$
3.91
Restructuring (income) costs

(34)

(0.2)
%

(34)

(15)

44.1
%

(19)

(0.03)
Pension/OPEB mark-to-market (gains) losses

—

—
%

(833)

(190)

22.8
%

(643)

(1.19)
Three Months Ended December 31, 2021 - Adjusted

1,577

11.4
%
$
1,695
$
224

13.2
%
$
1,458
$
2.69
Twelve Months Ended December 31, 2022 - U.S. GAAP
$
7,904

13.3
%
$
8,752
$
2,067

23.6
%
$
6,705
$
12.64
Goodwill impairment

925

1.6
%

925

36

3.9
%

889

1.68
Restructuring (income) costs

299

0.5
%

299

72

24.0
%

227

0.43
Pension/OPEB mark-to-market (gains) losses

—

—
%

(606)

(124)

20.5
%

(482)

(0.91)
Twelve Months Ended December 31, 2022 - Adjusted
$
9,128

15.4
%
$
9,370
$
2,051

21.9
%
$
7,339
$
13.84
Twelve Months Ended December 31, 2021 - U.S. GAAP
$
6,878

13.5
%
$
8,204
$
1,742

21.2
%
$
6,489
$
11.83
Restructuring (income) costs

90

0.2
%

90

4

4.4
%

86

0.15
Pension/OPEB mark-to-market (gains) losses

—

—
%

(833)

(190)

22.8
%

(643)

(1.17)
Twelve Months Ended December 31, 2021 - Adjusted
$
6,968

13.7
%
$
7,461
$
1,556

20.9
%
$
5,932
$
10.81
Reconciliations of ME&T free cash flow to the most directly comparable GAAP measure, ~~consolidated~~net cash provided by operating ~~profit,~~activities are as follows:
(Millions of dollars)

2018

2019

Consolidated operating profit

$
8,293

$
8,290

Restructuring costs

$
394

$
—

Enterprise operating profit

$
8,687

$
8,290

Millions of dollars
Twelve Months Ended December 31,
2022

2021

ME&T net cash provided by operating activities
$
6,358

$
7,177

ME&T discretionary pension contributions

—

—

ME&T capital expenditures

(1,298
)

(1,129
)
Cash payments related to settlements with the U.S. Internal Revenue Service

717

—

ME&T free cash flow
$
5,777

$
6,048

~~Reconciliations of enterprise operating profit margin to the most directly comparable GAAP measure, operating profit as a percent of sales and revenues, are as follows:~~

2018

2019

Operating profit as a percent of total sales and revenues

15.2
%

15.4
%
Restructuring costs⁽¹⁾

0.7
%

—
%
Enterprise operating profit margin

15.9
%

15.4
%
(1)
2019 restructuring costs were not material.
~~Reconciliations of adjusted profit per share to the most directly comparable GAAP measure, profit per share - diluted, are as follows:~~

2018

2019

Profit per share - diluted

$
10.26

$
10.74

Per share mark-to-market losses⁽¹⁾

$
0.64

$
0.64

Per share U.S. tax reform impact

$
(0.17)

$
(0.31)

Per share restructuring costs⁽²⁾

$
0.50

$
—

Per share deferred tax valuation allowance adjustment

$
(0.01)

$
—

Adjusted profit per share
$
11.22

$
11.06

(1)
At statutory tax rates.
(2)
2018 restructuring costs were at statutory tax rates. 2019 restructuring costs were not material.

~~2020~~ 2023 PROXY STATEMENT    6089
Back to Contents
FREQUENTLYASKEDQUESTIONSREGARDINGMEETINGATTENDANCEANDVOTING
Q:
WHY AM I RECEIVING THESE PROXY MATERIALS?
A:
You have received these proxy materials because you were a Caterpillar shareholder of record as of April ~~13, 2020,~~17, 2023, and Caterpillar’s Board of Directors is soliciting your authority (or proxy) to vote your shares at the ~~2020~~2023 Annual Meeting. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.
Q:
HOWCANIATTENDTHEANNUALMEETING?
A:
The ~~2020~~2023 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a Caterpillar shareholder as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting. There is no physical location for this meeting.
You can attend the Annual Meeting online, vote and submit your questions during the meeting by visiting ~~www.meetingcenter.io/268805716~~www.meetnow.global/MCP5W5Q. ~~. The password for the meeting is CAT2020.~~ Please follow the registration instructions outlined below.
The online meeting will begin promptly at ~~8:00~~8 a.m., Central ~~Time.~~Time on June 14, 2023. We encourage you to access the meeting prior to the start time to provide ample time for check-in.
Q:
HOW CAN I REGISTER FOR THE ANNUAL MEETING?

Street Holders: If your shares are held in “street name” (i.e., you hold your shares through an intermediary, such as a bank or broker), you must register via either of the following two options:

Registration in ~~advance to attend~~Advance of the Annual Meeting ~~virtually on the Internet.~~: To register in advance, you must submit a Legal Proxy that reflects your proof of proxy power. The Legal Proxy must reflect your Caterpillar Inc. holdings along with your name. Please forward a copy of the Legal Proxy, along with your email address, to ~~Computershare.~~Computershare, Inc. Requests for registration should be directed to Computershare, Inc. either by email to legalproxy@computershare.com (forwarding the email from your broker, or attach an image of your legal proxy) or by mail to Computershare, Caterpillar Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Requests for registration must be labeled as “Legal Proxy” and be received no later than ~~5:00~~5 p.m., Eastern Time on June ~~5, 2020~~12, 2023. You will receive a confirmation of your registration by email (or by mail, if no email address is provided) after Computershare receives your registration materials.

Registration at the Annual Meeting. An industry solution has been agreed upon to allow street holders to register at the Annual Meeting, provided that their broker or nominee is part of this industry solution. We expect the vast majority of street holders to be able to fully participate using the control number received from their broker or nominee with their voting instruction form. To confirm that your broker or nominee is part of this industry solution, please contact them. If they are not part of this industry solution, you will not be able to use the control number received from your broker or nominee and will need to follow the more detailed registration process described immediately above.

For more information on the available options and registration instructions, visit www.meetnow.global/MCP5W5Q.

Proponent of a Shareholder Proposal: For each shareholder proposal included in this proxy statement, the shareholder sponsor should notify the Company in writing of the individual authorized to present the proposal on behalf of the shareholder at the Annual Meeting. The notification should be received no later than ~~5:00 p.m,~~5 p.m. Eastern Time on June ~~5, 2020,~~9, 2023, and include the name, address and email address of the authorized individual. The Company will provide the authorized individual with instructions to join the virtual meeting and present the proposal. Please submit notification by email to catshareservices@cat.com or by mail to Caterpillar Inc. c/o Corporate Secretary, ~~510 Lake Cook Road,~~5205 N. O’Connor Boulevard, Suite 100, ~~Deerfield, IL 60015.~~Irving, TX 75039.

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, ~~For~~for Use of the Commission Only (as permitted by Rule ~~14a-6(e)~~14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material ~~Under Rule 14a-12~~under §240.14a-12

Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):
	No fee required.
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TIME & DATE	PLACE	RECORD DATE	ADMISSION
~~8:00~~8 a.m. Central Time June ~~10, 2020~~14, 2023	Virtual Meeting ~~www.meetingcenter.io/268805716~~ ~~Password: CAT2020~~ www.meetnow.global/MCP5W5Q	The close of business on April ~~13, 2020~~17, 2023	To attend and to register for the Virtual Meeting, please follow instructions on page 6190

Nominee and Principal Occupation	Independent	Age	Director Since	Other Public Company Boards	Caterpillar Committees
Nominee and Principal Occupation	Independent	Age	Director Since	Other Public Company Boards	AC	CHRC	SPPC	NGC	EC
Kelly A. Ayotte Former U.S. Senator representing New Hampshire	Yes	54	2017	Blackstone Inc. Boston Properties, Inc. News Corporation
David L. Calhoun President and CEO of The Boeing Company	Yes	65	2011	The Boeing Company
Daniel M. Dickinson Managing Partner of HCI Equity Partners	Yes	61	2006	None
James C. Fish, Jr. President and CEO of Waste Management, Inc.	Yes	60	2023	Waste Management, Inc.
Gerald Johnson Executive Vice President, Global Manufacturing and Sustainability of General Motors Company	Yes	60	2021	None
David W. MacLennan Executive Chair of the Board of Cargill, Inc.	Yes	63	2021	Ecolab Inc.
Judith F. Marks Chair, CEO and President of Otis Worldwide Corporation	Yes	59	2023	Otis Worldwide Corporation
Debra L. Reed-Klages Presiding Director of Caterpillar Inc. Former Chairman and CEO of Sempra Energy	Yes	66	2015	Chevron Corporation Lockheed Martin Corporation
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	68	2009	FedEx Corporation Marriott International, Inc.
D. James Umpleby III Chairman and CEO of Caterpillar Inc.	No	65	2017	Chevron Corporation
Rayford Wilkins, Jr. Former CEO of Diversified Businesses at AT&T Inc.	Yes	71	2017	Morgan Stanley Valero Energy Corporation

Proposal		Board’s Voting Recommendation	Page Reference
1	Election of 11 Directors Named in this Proxy Statement	FOR Each Nominee	10
2	Ratification of our Independent Registered Public Accounting Firm	FOR	36
3	Advisory Vote to Approve Executive Compensation	FOR	39
4	Advisory Vote on the Frequency of Executive Compensation Votes	ONE YEAR	40
5	Approval of Caterpillar Inc. 2023 Long-Term Incentive Plan	FOR	68
6	Shareholder Proposal - Report on Corporate Climate Lobbying in Line with Paris Agreement	AGAINST	75
7	Shareholder Proposal - Lobbying Disclosure	AGAINST	78
8	Shareholder Proposal - Report on Activities in Conflict-Affected Areas	AGAINST	81
9	Shareholder Proposal - Civil Rights, Non-Discrimination and Returns to Merit Audit	AGAINST	84

Board and Governance ~~Information~~Information*		Board and Governance Information
Size of the Board	11	Code of Conduct for Directors, Officers and Employees	Yes
Number of Independent Directors	10	Supermajority Voting Threshold for Mergers	No
Average Age of Directors	6463	Proxy Access	Yes
Average Director Tenure (in years)	116.6	Shareholder Action by Written Consent	No
Annual Election of Directors	Yes	Shareholder Ability to Call Special Meetings	Yes
Mandatory Retirement Age	74	Poison Pill	No
~~Gender and Diversity~~Women	~~45%~~36%	Stock Ownership Guidelines for Directors and Executive Officers	Yes
Ethnic/Racial Diversity	18%	Anti-Hedging and Pledging Policies	Yes
Majority Voting in Director Elections	Yes	~~Anti-Hedging and Pledging Policies~~Clawback Policy	Yes
Independent Presiding Director	Yes	~~Clawback Policy~~	~~Yes~~
* The information in this table reflects only the director nominees standing for re-election.


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.



OPERATING PROFIT MARGIN	PROFIT PER SHARE	OPERATING CASH FLOW	STRONG BALANCE SHEET
13.3%	$12.64	$7.8 billion	$6.7 billion
Delivered operating profit margin of 13.3% and adjusted operating profit margin⁽¹⁾ of 15.4%.	Profit per share was $12.64 in 2022, compared with $11.83 in 2021. Adjusted profit per share⁽²⁾ was $13.84 in 2022, compared with $10.81 in 2021.	ME&T free cash flow⁽³⁾ was $5.8 billion in 2022, which was in line with the Company’s full-year target of $4 billion to $8 billion annually. We continue to expect to return substantially all ME&T free cash flow⁽³⁾ to shareholders over time.	Returned $6.7 billion to shareholders through share repurchases and dividends. The enterprise cash balance at the end of 2022 was $7.0 billion.

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.~~14, 2023. This Notice of Annual Meeting and Proxy Statement and the ~~2019~~2022 Annual Report on Form 10-K are available at~~www.investorvote/CAT.~~ www.investorvote.com/CAT.


Board	6	6	6	6	6	6	6	6	6	6	6	6	99%
Audit	10			10		9						4	99%
Compensation & Human Resources	6		3				6				6	3	Attendance for incumbent directors for 2019
Public Policy & Governance	6	6	4		6			6	6				Attendance for incumbent directors for 2019
* 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	6	6	6	6	6	6	6	100% Attendance for incumbent directors for 2022
Audit	10			10		10		10			5⁽¹⁾	100% Attendance for incumbent directors for 2022
Compensation and Human Resources	5			3⁽¹⁾	3⁽¹⁾		2⁽²⁾	3⁽¹⁾			5
Public Policy and Governance ⁽³⁾	3	3	3		3			3	3
Sustainability and other Public Policy ⁽³⁾	3	3	3		3	3			3
Nominating and Governance ⁽³⁾	3	3	3				3		3
Executive ⁽³⁾	1	1		1			1				1
(1) Mr. Dickinson, Mr. Johnson and Mr. Rust were appointed to the Compensation and Human Resources Committee on June 8, 2022, and attended all of the Compensation and Human Resources Committee meetings held thereafter; Mr. Wilkins was appointed to the Audit Committee on June 8, 2022, and attended all of the Audit Committee meetings held thereafter. (2) Ms. Reed-Klages left the CHRC committee on June 8, 2022, when she assumed the Presiding Director role. (3) Beginning June 2022, a new Executive Committee was established, and the Public Policy and Governance Committee was restructured to form the Sustainability and other Public Policy Committee and the Nominating and Governance Committee. Each director attended all of the meetings of their respective committees and of the board held in 2022.

BUSINESS CHARACTERISTICS		QUALIFICATIONS, SKILLS AND EXPERIENCE
■ The Company is a global manufacturer with products sold around the world.		■ Manufacturing or logistics operations experience ■ Broad international exposure
■�� Technology and customer and product support services are important.		■ Technology experience ■ Customer and product support experience
■ The Company’s businesses undertake numerous transactions in many countries and in many currencies.		■ Diversity of race, ethnicity, gender, cultural background or professional experience ■ High level of financial literacy ■ Mergers and acquisitions experience
■ Demand for many of the Company’s products is tied to conditions in the global commodity, energy, construction and transportation markets.		■ Experience in the evaluation of global economic conditions ■ Knowledge of commodity, energy, construction or transportation markets
■ The Company’s businesses are impacted by regulatory requirements and policies of various governmental entities around the world.		■ Governmental and international trade experience
■ The ~~Board’s~~board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.		■ Risk oversight/management expertise ■ Relevant executive and leadership experience ■ Cybersecurity experience


	KELLY A. AYOTTE Former U.S. Senator representing New Hampshire ~~Age~~Age: 5154 Director since: 2017 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ ~~The~~ Blackstone ~~Group~~ Inc. ■ Boston Properties, Inc. ■ News Corporation	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ Sustainability and other Public Policy, Chair ■ Executive ■ Nominating and Governance

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ Bloom Energy Corporation

~~Former~~Experience ■ U.S. Senator representing the ~~Senator~~~~Ayotte~~State of New Hampshire ~~provides the Board with leadership experience~~(2011–2016) ■ Attorney General (2004–2009), Deputy Attorney General (2003–2004), State of New Hampshire
Qualifications ■ Leadership, Government/Regulatory Affairs and ~~in-depth knowledge in the areas of public policy, government and law~~Global Experience – obtained from her ~~experience~~service as ~~U.S. Senator,~~ Attorney General, Deputy Attorney General and Chief of the Homicide Prosecution Unit for New ~~Hampshire. She offers~~Hampshire and as a U.S. Senator. As a U.S. Senator, she gained especially valuable insights on important public policy issues from ~~her service~~serving on the Senate Commerce, Science and Transportation Committee and ~~financial experience from her service on~~ the Senate Budget Committee. ~~In addition~~She championed policies for cleaner energy production, preservation of outdoor spaces and advocated for the U.S. to be a world leader in reducing greenhouse gas emissions. As New Hampshire’s Attorney General, she worked to preserve and strengthen the ~~directorships mentioned above, former Senator Ayotte~~Clean Air Act and other important environmental regulations. She also served as a Senior Advisor to Citizens for Responsible Energy Solutions. ■ Board of Directors Experience (other boards), Risk Management and Technology – gained while serving on the boards of multiple public companies, including as Lead Independent Director of Boston Properties, as well as currently ~~serves~~serving on two private boards, including as Chair of BAE Systems, Inc., and three nonprofit boards that focus on human rights and other global issues.


	DAVID L. CALHOUN President and CEO of The Boeing Company ~~(aircraft~~(aviation and defense) ~~Age~~Age: 6265 Director since: 2011 INDEPENDENT ~~Presiding Director~~	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ The Boeing Company	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ Sustainability and other Public Policy ■ Nominating and Governance ~~Chair~~

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ Gates Industrial Corporation plc ■ Nielsen Holdings plc

~~Mr.~~Experience~~Calhoun~~ ~~has been~~ ■ President and CEO of (2020–present), The Boeing Company ~~since 2020. Prior to leading Boeing, Calhoun served as senior managing director~~ ■ Senior Managing Director and ~~head~~Head of ~~portfolio operations at~~ Portfolio Operations (2014–2020), The Blackstone Group ~~from 2014. Previously, he also served as executive chairman of the board for~~ (now Blackstone Inc.) ■ Executive Chairman (2014–2016), Chief Executive Officer (2006–2013), Nielsen Holdings ~~from January 2014 to January 2016~~ ■ Vice Chairman (2005–2006), President 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 ofChief Executive Officer, GE Infrastructure ~~its largest business unit. During his 26 years at GE, he~~(2005–2006), held ~~a number of~~numerous operating, finance and marketing roles and led multiple business units including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE ~~Aircraft Engines.He provides valuable insight~~Transportation Systems, joined the company in 1981, The General Electric Company (GE)
Qualifications ■ CEO, Leadership, and Business Development and Strategy – gained from his almost 30 years in leadership positions at Boeing, where as CEO, he oversees more than 140,000 people worldwide and operations involving a wide variety of strategic, business, safety and regulatory matters; Blackstone, where he was the Senior Managing Director and Head of Portfolio Operations; Nielsen, where as CEO, he led the company’s transformation into a leading global information and measurement firm listed on the New York Stock Exchange; and GE, where he rose to Vice Chairman of the company and President and Chief Executive Officer of GE Infrastructure, its largest business unit, that included Aviation, Rail, Energy and Water. In his leadership roles at Boeing, he oversaw significant environmental initiatives, such as, the company maintaining net-zero emissions for Scope 1 and 2 in both 2020 and 2021; launching a five-year ecoDemonstrator program partnership with NASA to collect and analyze data on sustainable aviation fuel emissions in an effort to enable the transition to carbon neutral aerospace; and becoming a founding member of MIT Climate and Sustainability Consortium and of First Movers Coalition to accelerate new technology development to reduce emissions. ■ Government/Regulatory Affairs, Customer and Product Support Services, Risk Management and Global Experience – developed over his more than 40-year career in global positions that involved navigating complex situations including government regulation, client support and management of risk. ■ Audit Committee Financial Expert and Finance & Accounting – gained while serving as Senior Managing Director and Head of Portfolio Operations at Blackstone, where he focused on creating and driving added-value initiatives with Blackstone’s portfolio company CEOs, which allows him to bring a unique perspective to the ~~Board on strategic~~board. In addition, during his tenure at GE, he led GE’s audit staff. ■ Technology and ~~business matters, stemming~~Manufacturing/Logistics – obtained from his ~~extensive operational, executive~~current role as CEO of Boeing, the world’s leading aerospace company and ~~management~~largest manufacturer of commercial and military aircraft, his experience ~~with Blackstone and~~at Nielsen and his ~~previous roles~~26-year tenure at ~~General Electric (GE). He provides valuable insight~~GE. At Boeing, he is responsible for managing one of the largest, most sophisticated global industrial supply chains in the world. At Nielsen, he led one of the largest consumer data analytics platform in the world and ~~perspective to the~~ at GE Aviation he led a sophisticated data collection and analytics platform. ■ Board of Directors Experience (other boards) – gained while serving on ~~strategic~~numerous public company boards, including Gates Industrial, where he served as Chairman; Nielsen, where he served as Executive Chairman; and ~~business matters, stemming from his extensive operational, executive and management experience. The Board elected Mr. Calhoun~~Refinitiv, where he served as ~~Presiding Director in 2018.~~Chairman.


	DANIEL M. DICKINSON Managing Partner of HCI Equity Partners (private equity firm) ~~Age~~Age: 5861 Director since: 2006 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ None	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ Audit, Chair ■ Compensation and Human Resources ■ Executive

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ None

~~Mr.~~Experience~~Dickinson~~ ~~has served as~~ ■ Co-Founder and Managing Partner of (2001–present), HCI Equity Partners ~~since 2001. His experience~~ ■ Held roles including Co-Head of Global M&A, Head of European M&A and Head of Global Manufacturing and Services M&A (1993–2001), Merrill Lynch ■ Vice President, M&A Group (1987–1993), The First Boston Corporation (now Credit Suisse)
Qualifications ■ Audit Committee Financial Expert, Leadership, Business Development and Strategy, Finance & Accounting, Risk Management and Business Development and Strategy – obtained during his over 35-year career 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, at HCI Equity Partners, where he founded and led the firm to become a leading lower middle market private equity firm; as Co-Head of Global M&A at Merrill Lynch; and as Vice President, M&A at First Boston, which allows him to provide insights for evaluating investment opportunities and contributes to the ~~Board’s~~board’s understanding and ~~ability to analyze~~analysis of complex issues. ~~His experience~~He also serves as Chairman of five of HCI’s portfolio companies and drives metric-based environmental stewardship, diversity, equity and inclusion and governance initiatives at these companies. He has also led environmental, social and governance-related transformations at many of the firm’s investments. He also serves as a ~~former director~~board member of Right to Dream, a ~~large, publicly-traded multinational corporation enables him~~global organization developing schools and sports academies to provide ~~meaningful input~~educational and ~~guidance to~~athletic opportunities for children from underdeveloped areas of Africa. ■ Customer and Product Support Services and Manufacturing/Logistics – gained while serving as Head of Global Manufacturing and Services M&A at Merrill Lynch. ■ Board of Directors Experience (other boards) – gained while serving on various public company boards, including on the ~~Board.~~board of Mistras Group and Progressive Waste Solutions (now known as Waste Connections).


	~~JUAN GALLARDO~~	JAMES C. FISH, JR. ~~Chairman~~President and ~~Former~~ CEO of ~~Organización CULTIBA, S.A.B. de C.V. (beverage industry)~~Waste Management, Inc. (waste and environmental services) ~~Age~~Age: 7260 Director since: ~~1998~~2023 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY 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.~~Waste Management, Inc.	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ Audit ■ Sustainability and other Public Policy ~~and Governance~~

				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ ~~LafargeHolcim Ltd.~~None

Mr. Fish was brought to the attention of the board through a professional search firm.
~~Mr.~~Experience ■ President and Chief Executive Officer (2016–present), Chief Financial Officer (2012–2016), Executive Vice President (2012–2016), Senior Vice President – Eastern Group (2011–2012), Vice President – PA/WV Area (2009–2011), Vice President – Pricing (2003–2006), Director – Financial Planning (2001–2003), Waste Management, Inc. ■ Vice President – Finance (1999–2001), ~~Gallardo~~Westex ■ Vice President – Revenue Management (1995–1999), Trans World Airlines, Inc. ■ Director of Yield Management (1986–1995), America West Airlines, Inc.
Qualifications ■ CEO, Leadership, Business Development and Strategy, and Risk Management – obtained while serving in leadership roles, including CEO, of Waste Management, North America’s largest comprehensive waste management environmental solutions provider. As President and CEO of Waste Management, he has shifted the company’s sustainability strategy to focus on minimizing its environmental impact by reducing carbon emissions, investing in differentiated, innovative technologies and automation, and expanding recycling and renewable energy infrastructure to help Waste Management’s customers achieve their sustainability goals. As CEO of a heavily regulated business, he leads a large government affairs team that interacts with all levels of government. ■ Audit Committee Financial Expert and Finance & Accounting ~~is Chairman~~– obtained while serving as CFO of ~~Organización CULTIBA, S.A.B. de C.V.~~Waste Management where he ~~retired as CEO~~gained valuable expertise in ~~February 2016. Mr. Gallardo resides in Mexico, where Caterpillar has a presence. The~~ accounting and external reporting. ■ 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~~Directors Experience (other boards) – gained while serving 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.~~Waste Management.


	~~WILLIAM A. OSBORN~~	GERALD JOHNSON ~~Former Chairman~~Executive Vice President, Global Manufacturing and ~~CEO~~Sustainability of ~~Northern Trust Corporation and The Northern Trust~~General Motors Company ~~(financial services)~~(manufacturing) ~~Age~~Age: 7260 Director since: ~~2000~~2021 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ ~~Abbott Laboratories~~ ■ ~~General Dynamics Corporation~~None	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ ~~Audit~~Compensation and Human Resources ■ Sustainability and other Public Policy

				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ None

~~Mr.~~Experience ■ Executive Vice President, Global Manufacturing and Sustainability (2019–present), Vice President North America Manufacturing and Labor Relations (2017–2019), Vice President Global Operational Excellence (2014–2017), joined in the company 1980, ~~Osborn~~General Motors Company ~~retired as Chairman~~(GM)
Qualifications ■ Audit Committee Financial Expert, Leadership, Business Development and Strategy, Customer and Product Support Services, Technology, Global Experience and Manufacturing/Logistics – obtained during his over 40-year career at GM, including his current role, where he is responsible for the quality and safety performance for 103,000 employees, representing more than 129 manufacturing facilities in 2009 and as CEO in 2008 of Northern Trust Corporation and The Northern Trust Company. He provides the Board with valuable financial expertise and experience. In addition, his experience as a CEO and director of other large, publicly-traded corporations enables16 countries on five continents, which allows him to provide ~~meaningful input~~valuable insight and ~~guidance~~perspective to the Board on strategic and business matters. He leads global manufacturing and sustainability at GM where he is responsible for GM’s achievement of its climate commitments. He has also led GM’s Global Manufacturing, Sustainability, Manufacturing Engineering and Labor Relations organizations. He was a founding member of GM’s Inclusion Advisory Board, created to foster and grow an inclusive internal culture while ensuring continuous improvement in ~~many areas, including public company governance, corporate finance~~diversity and ~~risk oversight.~~equity. He is an active member of General Motors African Ancestry Network, the mission of which is to attract, develop and retain employees of African ancestry. He has also served as a member of the GM Political Action Committee Board and Steering Committee since 2020.


	DAVID W. MACLENNAN Executive Chair of the Board of Cargill, Inc. (food and agriculture) Age: 63 Director since: 2021 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Ecolab Inc.	CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Sustainability and other Public Policy

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ None

Experience ■ Executive Chair (2023–present), Chair (2015–2022), Chief Executive Officer (2013–2022), Chief Operating Officer (2011–2013), Chief Financial Officer (2008–2011), joined the company in 1991, Cargill, Inc.
Qualifications ■ CEO, Leadership, Business Development and Strategy, Government/Regulatory Affairs, Risk Management, Technology, Global Experience and Manufacturing/Logistics – obtained while serving in leadership roles at and as former CEO of Cargill, a large multinational corporation, where he helped develop a business model and culture to position Cargill for long-term success. He oversaw Cargill’s building of expertise in alternative proteins and development of technologies and digital solutions to transform farming, supply chains and food delivery, and undertook several large acquisitions during his tenure. As CEO of Cargill, he worked to address climate change and water risks by investing in renewable diesel; decarbonize maritime shipping by developing new wind propulsion technology that aimed to reduce shipping carbon dioxide emissions by as much as 30% and strengthen the food system by training over five million farmers globally on regenerative agriculture practices that sequester carbon, improve soil health and increase crop yields. He also directed numerous diversity, equity and inclusion initiatives including establishing specific time bound goals for gender and ethnic representation in senior management and helped establish the most diverse top leadership team in Cargill’s history. He created a particular focus on safety and reduction of injuries in Cargill’s facilities. His CEO responsibilities also included frequent interaction with government officials throughout the world and he also served on Cargill’s Business Conduct Committee. ■ Finance & Accounting and Audit Committee Financial Expert – developed while serving as CFO of Cargill, where he was responsible for all financial aspects of the business, including financing, internal controls and reporting, capital investments and budgeting. ■ Board of Directors Experience (other boards) – gained while serving as a director on the board of Ecolab since 2016 where he is a member of the Audit Committee and the Governance Committee and where he will serve as Lead Director beginning on May 4, 2023. He also serves as Chairman of the Board at Cargill.


	JUDITH F. MARKS Chair, CEO and President of Otis Worldwide Corporation (elevator and escalator manufacturing, installation and service) Age: 59 Director since: 2023 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Otis Worldwide Corporation	CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Compensation and Human Resources

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ Hubbell Incorporated

Ms. Marks was brought to the attention of the board through a professional search firm.
Experience ■ Chair of the Board (2022–present), Chief Executive Officer (2019–present), President (2017–present), Otis Worldwide Corporation ■ Chief Executive Officer (2017), Executive Vice President of New Equipment Solutions (2016–2017), Executive Vice President of Global Solutions (2015–2016), Dresser-Rand Group, Inc. ■ Chief Executive Officer (2017), Siemens USA, President and Chief Executive Officer (2011–2015), Siemens Government Technologies, Inc. ■ Vice President of Strategy & Business Development, Electronic Systems (2009–2011), President of Transportation & Security Solutions (2005–2009), President of Information Systems & Global Services (2005–2009), Executive Vice President of Transportation and Security Solutions (2005), President of Distribution Technologies Division (2001–2005), Lockheed Martin Corporation
Qualifications ■ Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology, Global Experience and Manufacturing/Logistics – gained from her experience in executive positions at Otis Worldwide Corporation, the world’s leading provider and maintainer of elevators, escalators and moving walkways; as Executive Vice President of New Equipment Solutions and Executive Vice President of Global Solutions of Dresser-Rand Group, Inc.; as President and CEO of Siemens USA and Siemens Government Technologies, Inc.; and in various senior leadership positions at Lockheed Martin Corporation.During her current tenure at Otis, she led the successful spin-off of Otis to an independent publicly traded company, and prioritized and advanced Otis’ sustainability program by embedding it into the company strategy as a key element to drive added value for all stakeholders; oversaw the company announcing that 100% of global factories achieved ISO certification four years ahead of the company goal and launching the Otis Gen360 connected elevator designed to offer higher energy efficiency and a light carbon footprint comparable Gen2 configurations. She also sponsored Made to Move Communities, Otis’ signature corporate social responsibility program that focuses on advancing youth STEM education and inclusive mobility solutions and serves as Chair of Otis’ Diversity, Equity and Inclusion Advisory Group. In her role as CEO of Siemens USA, she led a $24B global organization in the areas of electrification, automation and digitalization with 50,000 employees and 60 manufacturing locations. ■ Board of Directors Experience (other boards) – gained while serving as a director and Chair of the Board of Otis Worldwide Corporation. She also previously served as a director on the boards of AdvanceCT, Hubbell Incorporated and Siemens Government Technologies, Inc.


	DEBRA L. REED-KLAGES Former Chairman and CEO of Sempra Energy (energy infrastructure and utilities) ~~Age~~Age: 6366 Director since: 2015 INDEPENDENT Presiding Director	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Chevron Corporation ■ Lockheed Martin Corporation	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ ~~Compensation~~Nominating and ~~Human Resources~~Governance, Chair ■ Executive

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ Halliburton Company ■ Oncor Electric Delivery Company LLC ■ Sempra Energy

~~Ms.~~Experience~~Reed-Klages~~ ~~retired as~~ ■ Chairman of the Board (2012–2018), Chief Executive Officer (2011–2018), Executive Vice President (2010–2011), President and ~~CEO of~~ Chief Executive Officer, San Diego Gas and Electric and Southern California Gas Co., joined the company in 1978, Sempra Energy
Qualifications ■ Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained over her three decades of experience in ~~2018, having served~~senior management and executive positions, including as former CEO at Sempra, an energy infrastructure and utilities company, which also conducts business in ~~these roles since 2012~~Mexico and ~~2011, respectively. The~~South America. While leading Sempra, she oversaw significant growth in the use of renewable generation, allowing her to provide valuable insights into trends in the power, oil and gas industries, which are key end-user markets for Caterpillar ~~products~~products. As Chair and CEO of Sempra Energy, she led the transformation of San Diego Gas & Electric from all fossil fuel generation to become one of the utilities with the highest percentage of renewables in its portfolio and oversaw initiatives such as developing infrastructure in Mexico. Sempra Energy led renewable development, building wind and solar projects in the U.S. and Mexico to provide clean energy to customers. She also led diversity and inclusion and supplier diversity at Sempra. In her role as Vice President of Human Resources at Southern California Gas Co., she led diversity and inclusion and succession planning and development efforts and oversaw labor relations and union negotiations. Additionally, she also led compliance efforts enacting the corporate ethics policy at Sempra and ensuring proper governance and compliance frameworks were in place. ■ Government/Regulatory Affairs – gained while in leadership roles at Sempra while serving four years on the National Petroleum Council, an advisory committee to the United States Secretary of Energy to study energy policy. In her leadership roles at Sempra, she led highly regulated energy businesses in numerous states and internationally and worked extensively with a wide array of government entities and regulators. ■ Board ~~believes Ms. Reed-Klages’ background provides valuable insights into trends in these industries. In addition, her experience as~~of Directors Experience (other boards) – gained while a ~~CEO and~~ director of other large, ~~publicly-traded~~publicly traded corporations ~~enables her to provide meaningful input~~such as Chevron, Lockheed Martin and ~~guidance to~~Halliburton. She previously chaired the ~~Board. Ms. Reed-Klages’ areas of expertise include commodity markets, sustainability~~Nominating and ~~international operations.~~Corporate Governance Committee at Haliburton and currently serves on the Nominating and Corporate Governance Committee at Lockheed Martin and chairs the Audit Committee at Chevron.


~~EDWARD B. RUST, JR.~~ ~~Former Chairman and CEO of State Farm Mutual Automobile Insurance Company (insurance)~~ ~~Age~~ 69 ~~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-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 Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP (global law firm) ~~Age~~Age: 6568 Director since: 2009 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ ~~The Boeing Company~~ ■ FedEx Corporation ■ Marriott International, Inc.	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ Sustainability and other Public Policy ■ Nominating and Governance

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ ~~None~~The Boeing Company

~~Ambassador~~Experience ■ Board Chair (2022–present), National Foreign Trade Council~~Schwab~~ ~~has been~~ ■ Professor ~~at the~~ Emerita (2019–present), Professor (2009–2019), University of Maryland School of Public Policy ~~since 2009 and~~ ■ Strategic Advisor ~~for~~ (2010–present), Mayer Brown LLP ~~since 2010. She held various positions previously, including~~ ■ U.S. Trade Representative ~~(member~~(2006–2009), Deputy U.S. Trade Representative (2005–2006), United States Government ■ President and Chief Executive Officer (2004–2005), University System of ~~the President’s Cabinet) and~~ Maryland Foundation ■ Consultant (2003), U.S. Department of Treasury ■ Dean (1995–2003), University of Maryland School of Public Policy ■ Director of Corporate Business Development (1993–1995), Motorola, Inc. ■ Assistant Secretary of ~~Commerce. Ambassador Schwab brings extensive knowledge, insight~~Commerce (1989–1993), U.S. and ~~experience on~~Foreign Commercial Service
Qualifications ■ Leadership, Business Development and Strategy, Risk Management and Global Experience – obtained over her 30-year career in international trade, commerce and ~~commerce issues~~public policy education, which allows her 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~~trade, as ~~a director of other large, publicly-traded multinational corporations enables her to provide~~well as meaningful input and guidance to the ~~Board, including~~board on strategy and the evaluation of global economic conditions. As Dean of the University of Maryland School of Public Policy, she led a strategic realignment of the school’s curriculum that introduced a new specialization in philanthropy and non-profit management and also co-founded a non-profit to encourage education and fund students of color to benefit from graduate programs and consider careers in public policy and international affairs. While working as a U.S. Trade Representative, she worked to eliminate tariff barriers to environmental goods, such as clean energy technologies, worked with key non-governmental organizations to help champion negotiations to eliminate subsidization of industrial fishing fleets that contribute to overfishing of the oceans, and helped build enforceable environmental and labor provisions into U.S. trade agreements for the first time. ■ Government/Regulatory Affairs – gained as U.S. Trade Representative and Director-General of the U.S. and Foreign Commercial Service, the export promotion arm of the U.S. government. As Director General of U.S. and Foreign Commercial Service, she was responsible for over 200 field offices in the U.S. and 70 countries, with supervisory responsibility for American and international employees in multiple employment systems. She also introduced the agency’s first training curriculum with diversity, equity and inclusion components. ■ Board of Directors Experience (other boards) and Technology – gained while serving as a director of other large, publicly traded multinational corporations, including FedEx, Marriott and Boeing.


	D. JAMES UMPLEBY III Chairman and CEO of Caterpillar Inc. ~~Age~~Age: 6265 Director since: 2017 MANAGEMENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Chevron Corporation	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ None

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ None

~~Mr.~~Experience~~Umpleby~~ ~~has been CEO of Caterpillar since January 1, 2017, and was elected~~ ■ Chairman ~~of the Board in 2018. He served as a~~(2018–present), Chief Executive Officer (2017–present), Group President, ~~of Caterpillar from 2013 to 2016 with responsibility for Caterpillar’s~~ Energy & Transportation segment ~~and served as a Caterpillar~~(2013–2016), Vice President and President of Solar Turbines ~~from 2010~~(2010–2012), joined a company subsidiary in 1980, Caterpillar Inc.
Qualifications ■ Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Finance & Accounting and Risk Management – obtained during his more than three decades of experience in senior management and executive positions and more than a decade of financial responsibility and experience at Caterpillar. This includes oversight of all aspects of Caterpillar’s environmental and sustainability policies and strategies, such as the introduction of new products and services that contribute to ~~2012. Mr. Umpleby developed~~sustainability efforts by reducing waste and fuel consumption and increasing safety and operator ease of use. He also formerly served as a ~~deep knowledge~~director of the ~~Company~~World Resources Institute, which works to secure a sustainable future. Additionally he oversees all aspects of Caterpillar’s diversity and ~~its end markets by serving in a wide range~~inclusion policies and strategies, including the introduction of ~~leadership roles. He has~~Caterpillar’s five pillar diversity and inclusion framework. ■ Customer and Product Support Services, Technology, Global Experience and Manufacturing/Logistics – developed during his long career at Caterpillar, the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives with 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 leadershipoperations. ■ Board of Directors Experience (other boards) – gained while serving as a director Chevron Corporation, where he is a member of the ~~Company~~Board Nominating and Governance Committee and the ~~Board.~~Public Policy and Sustainability Committee.


~~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.

DEARFELLOW SHAREHOLDERS,

PROXY SUMMARY

ANNUAL MEETING OF SHAREHOLDERS

SHAREHOLDER VOTING MATTERS

OUR DIRECTOR NOMINEES

GOVERNANCEHIGHLIGHTS

20192022 PERFORMANCE HIGHLIGHTS

NOTICEOF ANNUAL MEETINGOF SHAREHOLDERS

DIRECTORS& GOVERNANCE

OVERVIEW OF OUR DIRECTOR NOMINEESOFOURBOARD

BOARD ATTENDANCE - 2022

BOARD EVOLUTION SINCE 2016EVOLUTIONSINCE2015

DIVERSITYOFSKILLSANDEXPERTISE

DIRECTORCONTINUOUSEDUCATIONANDDEVELOPMENT

BOARD’S ROLE IN COMPANY STRATEGYROLEINRISKOVERSIGHT

BOARD’S ROLE IN RISK OVERSIGHT

DIRECTORNOMINATIONSANDEVALUATIONS

NOMINATIONS FROM SHAREHOLDERS

DIRECTORCANDIDATEBIOGRAPHIESANDQUALIFICATIONS

DIRECTOR COMPENSATION

CORPORATEGOVERNANCEGUIDELINESANDCODEOFCONDUCT

BOARDEVALUATIONPROCESS

BOARDCOMMITTEES

2020 PROXY STATEMENT 20Back to ContentsAUDIT COMMITTEE

COMPENSATIONANDHUMANRESOURCESCOMMITTEE

SUSTAINABILITY AND OTHER PUBLICPOLICYANDGOVERNANCECOMMITTEE

NOMINATING AND GOVERNANCE COMMITTEE

EXECUTIVE COMMITTEE

DIRECTORINDEPENDENCEDETERMINATIONS

COMMUNICATIONWITHTHEBOARD

CONTACTING CATERPILLAR

INVESTOROUTREACH

POLITICALCONTRIBUTIONSANDLOBBYING

RELATEDPARTYTRANSACTIONS

AUDIT

PROPOSAL 2– RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL

AUDITFEESANDAPPROVALPROCESS

INDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRMFEEINFORMATION

ANONYMOUSREPORTINGOFACCOUNTINGANDOTHERCONCERNS

AUDITCOMMITTEEREPORT

COMPENSATION

PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION PROGRAM STRUCTURE

PROFITABLE GROWTH

SALES AND REVENUES

STRONG BALANCE SHEET AND CASH FLOW

TOTAL SHAREHOLDER RETURN

PAY OUTCOMES DEMONSTRATE ALIGNMENT WITH COMPANY PERFORMANCE

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION CONSIDERATIONS

INDEPENDENT COMPENSATION CONSULTANT

BENCHMARKING COMPENSATION TO PEERS

BENCHMARKING METHODOLOGY

20192022 COMPETITOR PEER GROUP

CEO PERFORMANCE EVALUATION AND COMPENSATION

EXECUTIVE COMPENSATION AND RISK MANAGEMENT

TARGET STOCK OWNERSHIP GUIDELINES

COMPONENTS OF EXECUTIVE COMPENSATION

CEO

AVERAGE OF OTHER NEOS

BASE SALARY

ANNUAL INCENTIVE

20192022 ANNUAL INCENTIVE PLAN DESIGN

Step 1: Determine “Up/Down Year”

Step 2: AIP Calculation

20192022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

DESCRIPTION OF PERFORMANCE MEASURES

20192022 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

STRATEGIC OBJECTIVES MODIFIERS

SERVICES GROWTH

ESG STRATEGY

20192022 INCENTIVE PAYMENTS

LONG-TERM INCENTIVE

2022 GRANT SIZING

20172020 – 20192022 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs)

2017-20192020-2022 PRSUs

OTHER COMPENSATION, BENEFITS AND CONSIDERATIONS

LIMITED PERQUISITES

CLAWBACK POLICYPROVISION

NOTICEOF ANNUAL MEETING

OF SHAREHOLDERS

2020 PROXY STATEMENT 20
Back to Contents
AUDIT COMMITTEE

PROPOSAL 2– RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL

2020 PROXY STATEMENT 46
Back to Contents
20192022 OPTION EXERCISES AND STOCK VESTED

PROPOSAL 59– SHAREHOLDER PROPOSAL – INDEPENDENT BOARD CHAIRMAN- CIVIL RIGHTS,
NON-DISCRIMINATION AND RETURNS TO MERIT AUDIT


	RAYFORD WILKINS, JR. Former CEO of Diversified Businesses at AT&T Inc. (telecommunications) ~~Age~~ Age:68 71 Director since: 2017 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Morgan Stanley ■ Valero Energy Corporation	CATERPILLAR BOARD ~~COMMITTEE~~COMMITTEES: ■ Compensation and Human Resources, Chair ■ Audit ■ Executive

			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ None

~~Mr.~~Experience~~Wilkins~~ ~~retired as~~ ■ CEO of Diversified Businesses (2007–2012), held other leadership roles including Group President of Marketing and Sales, SBC Communications, President and CEO, SBC and Pacific Bell, and President and CEO Southwestern Bell Telephone, joined in 1974, AT&T Inc.
Qualifications ■ Audit Committee Financial Expert, Leadership, Business Development & Strategy, Government/Regulatory Affairs, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained while in leadership roles at AT&T, ~~Inc.~~where he was responsible for international investments, AT&T Interactive, AT&T Advertising Solutions, customer information services and the consumer wireless initiative in ~~2012. His expertise~~India; his service on the Advisory Council of the McCombs School of Business at the University of Texas at Austin and ~~oversight experience in the information technology arena is valuable to the Board. In addition, Mr. Wilkins’ experience~~his service as a ~~CEO~~director at Valero Energy Corporation and Morgan Stanley. As chair of Valero’s Human Resources and Compensation Committee, he was integral to Valero’s progress in linking pay with HSE (health, safety and environmental) and ESG performance. He also served on the Institute for Inclusion Advisory Board at Morgan Stanley, which aims to develop and accelerate an integrated and transparent diversity, equity and inclusion strategy. ■ Board of Directors Experience (other boards) – gained while a director and committee chair of other large, ~~publicly-traded~~publicly traded corporations, ~~enables him to provide meaningful input~~including as chair of the Governance and ~~guidance to~~Sustainability Committee at Morgan Stanley and chair of the ~~Board, including with respect to corporate finance~~Human Resources and ~~customer~~Compensation Committee and ~~product support.~~the newly established Sustainability and Public Policy Committee at Valero Energy Corporation.


Restricted Stock Units (1 Year Vesting)	$	150,000
Cash Retainer	$	150,000
Cash Stipends:
Presiding Director	$	50,000	⁽¹⁾
Audit Committee Chairman	$	30,000	⁽²⁾
Compensation and Human Resources Committee Chairman	$	25,000	⁽²⁾
Public Policy and Governance Committee Chairman	$	20,000	⁽²⁾
(1) Cash stipend effective January 1, 2019 (2) Cash stipend effective April 10, 2019


Restricted Stock Units (1 Year Vesting)	$	150,000
Cash Retainer	$	150,000
Cash Stipends:
Presiding Director (Executive Committee Chair)	$	50,000
Audit Committee Chair	$	30,000
Compensation and Human Resources Committee Chair	$	25,000
Nominating and Governance Committee Chair	$	20,000	¹
Sustainability and other Public Policy Committee Chair	$	20,000	¹
(1) Cash Stipend Effective June 8, 2022

Director		Fees Earned or Paid in Cash			Restricted Stock Units^{(1) (2)}		All Other Compensation⁽³⁾		Total
Kelly A. Ayotte	$	161,209	⁽⁴⁾	$	187,517	$	—	$	348,726
David L. Calhoun	$	185,000	⁽⁴⁾	$	187,517	$	5,000	$	377,517
Daniel M. Dickinson	$	180,000		$	187,517	$	20,656	$	388,173
Gerald Johnson	$	150,000		$	187,517	$	—	$	337,517
David W. MacLennan	$	150,000		$	187,517	$	—	$	337,517
Debra L. Reed-Klages	$	201,731	⁽⁴⁾	$	187,517	$	—	$	389,248
Edward B. Rust, Jr.	$	150,000		$	187,517	$	25,574	$	363,091
Susan C. Schwab	$	150,000		$	187,517	$	—	$	337,517
Miles D. White	$	65,934	⁽⁵⁾	$	—	$	11,000	$	76,934
Rayford Wilkins, Jr.	$	164,011	⁽⁴⁾	$	187,517	$	5,000	$	356,528
(1) Restricted stock units awarded in 2022 include a one-time adjustment to reflect the change in annual grant date from March to June that was implemented in 2022. (2) As of December 31, 2022, the number of RSUs (including accrued dividend equivalent units) and Phantom Shares held by those serving as non-employee directors during 2022 were: Ms. Ayotte: 3,256 (which consists of 825 RSUs and 2,431 Phantom Shares); Mr. Calhoun: 24,347 (which consists of 825 RSUs and 23,522 Phantom Shares); Mr. Dickinson: 30,762 (which consists of 825 RSUs and 29,937 Phantom Shares); Mr. Johnson: 825 RSUs; Mr. MacLennan: 1,069 (which consists of 825 RSUs and 244 Phantom Shares); Ms. Reed-Klages: 11,629 (which consists of 825 RSUs and 10,804 Phantom Shares); Mr. Rust: 40,239 (which consists of 825 RSUs and 39,414 Phantom Shares); Ms. Schwab: 21,489 (which consists of 825 RSUs and 20,664 Phantom Shares); Mr. White: 12,909 Phantom Shares; and Mr. Wilkins: 825 RSUs. Mr. Calhoun and Ms. Schwab elected to defer 100% of their 2022 Cash Retainer and Cash Stipend (as applicable) into Phantom Shares of Caterpillar stock in the Directors’ Deferred Compensation Plan. These deferrals, plus the accumulated value of previous retainer deferrals for each of Ms. Ayotte, Mr. Dickinson, Ms. Reed-Klages, Mr. Rust and Mr. White, are included in the Phantom Shares totals above. Mr. Johnson elected to defer 100% of his 2022 Cash Retainer into the Interest Fund in the Directors’ Deferred Compensation Plan. Ms. Ayotte, Mr. Calhoun, Mr. MacLennan, Ms. Reed-Klages and Ms. Schwab elected to defer a portion of their equity award that vested on March 1, 2022, into the Directors’ Deferred Compensation Plan. These deferrals, plus the accumulated deferrals of previous equity awards, are also included in the Phantom Share totals above. Ms. Ayotte and Mr. MacLennan elected to defer 50%, and Mr. Calhoun, Ms. Reed-Klages and Ms. Schwab elected to defer 100% of the equity award granted on June 8, 2022. (3) All Other Compensation represents amounts paid in connection with the Directors’ Charitable Award Program, Caterpillar Foundation’s Matching Gifts Program and the Caterpillar Political Action Committee Charitable Matching Program (CATPAC’s PACMATCH program). For directors eligible to participate in the Directors Charitable Award Program, the amounts listed include the insurance premium and administrative fees as follows: Mr. Dickinson $20,656 and Mr. Rust $20,574. In 2022, the Caterpillar Foundation matched contributions to eligible 501(c)(3) nonprofits and accredited U.S. public/private preK-12 schools or school districts to which contributions are tax-deductible, up to a maximum match of $10,000 per participant per calendar year. Additionally in 2022, the Caterpillar Foundation also provided a 2:1 match program for a period of time in support of the Foundation’s 70th Anniversary and Giving Tuesday that allowed participants to donate up to $500 to be matched at a 2:1 ratio. The amounts listed include Charitable Foundation matching gifts as follows: Mr. White $11,000. As part of CATPAC’s PACMATCH program, Caterpillar Inc. will contribute to up to four charities on behalf of eligible members who contribute at the suggested giving level. The annual CATPAC contribution limit is $5,000. Mr. Calhoun, Mr. Rust and Mr. Wilkins had contributions matched. (4) Total fees earned or paid in 2022 include pro-rated Cash Retainer and/or Cash Stipends for directors who ceased board service or transitioned between committee chair positions over the course of the year. The cash compensation for Ms. Ayotte, Mr. Calhoun, Ms. Reed-Klages and Mr. Wilkins reflect pro-ration of chair stipends for the transition of roles on June 8, 2022. (5) Mr. White did not stand for re-election, thereby concluding his board service June 8, 2022. His cash compensation includes pro-ration to the date his board service ceased.

Director	Fees Earned or Paid in Cash			Restricted Stock Units⁽²⁾		All Other Compensation⁽³⁾				Total
Kelly A. Ayotte	$	150,000		$	149,971		$	—	$	299,971
David L. Calhoun	$	214,505	⁽¹⁾	$	149,971		$	—	$	364,476
Daniel M. Dickinson	$	171,758	⁽¹⁾	$	149,971		$	29,657	$	351,386
Juan Gallardo	$	150,000		$	149,971		$	14,725	$	314,696
Dennis A. Muilenburg ⁽⁴⁾	$	150,000		$	149,971		$	—	$	299,971
William A. Osborn	$	156,992	⁽¹⁾	$	149,971		$	19,725	$	326,688
Debra L. Reed-Klages	$	150,000		$	149,971		$	2,000	$	301,971
Edward B. Rust, Jr.	$	154,245	⁽¹⁾	$	149,971		$	29,988	$	334,204
Susan C. Schwab	$	150,000		$	149,971		$	17,000	$	316,971
Miles D. White	$	173,750	⁽¹⁾	$	149,971		$	8,000	$	331,721
Rayford Wilkins, Jr.	$	150,000		$	149,971		$	5,000	$	304,971
(1) Total fees earned or paid in 2019 include pro-rated Cash Stipends for directors who transitioned between committee chair positions over the course of the year. (2) As of December 31, 2019, the number of RSUs (including accrued dividend equivalent units) and Phantom Shares held by those serving as non-employee directors during 2019 was: Ms. Ayotte: 1,898 (which consists of 1,109 RSUs and 789 Phantom Shares); Mr. Calhoun: 16,598 (which consists of 1,109 RSUs and 15,489 Phantom Shares); Mr. Dickinson: 28,950 (which consists of 1,109 RSUs and 27,841 Phantom Shares); Mr. Gallardo: 36,127 (which consists of 1,109 RSUs and 35,018 Phantom Shares); Mr. Muilenburg: 1,109 (which consists of 1,109 RSUs); Mr. Osborn: 2,263 (which consists of 1,109 RSUs and 1,154 Phantom Shares); Ms. Reed-Klages: 8,212 (which consists of 1,109 RSUs and 7,103 Phantom Shares); Mr. Rust: 37,762 (which consists of 1,109 RSUs and 36,653 Phantom Shares); Ms. Schwab: 14,921 (which consists of 1,109 RSUs and 13,812 Phantom Shares); Mr. White: 11,867 (which consists of 1,109 RSUs and 10,758 Phantom Shares); and Mr. Wilkins: 1,109 (which consists of 1,109 RSUs). Mr. Calhoun, Mr. Gallardo, Ms. Reed-Klages, Ms. Schwab and Mr. White elected to defer 100 percent of their Cash Retainer and Cash Stipend (as applicable) into Phantom Shares of Caterpillar stock in the Directors’ Deferred Compensation Plan which are included in these Phantom Shares totals.

CommitteeMembers: Daniel M. Dickinson, ~~Chairman~~ ~~William A. Osborn~~ Chair James C. Fish, Jr. David W. MacLennan Judith F. Marks Edward B. Rust, Jr. Rayford Wilkins, Jr. NumberofMeetingsin~~2019:~~ 2022: 10	COMMITTEEROLESANDRESPONSIBILITIES
	■ Selects and oversees independent auditors, including annual evaluation of the lead audit partner.
	■ Oversees our financial reporting activities, including our financial statements, annual report and accounting standards and principles.
	■ Reviews with management the Company’s risk assessment and risk management framework. ■ Approves audit and non-audit services provided by the independent auditors. ■ Reviews the organization, scope and effectiveness of the Company’s internal audit function, disclosures and internal controls. ■ Sets parameters for and monitors the Company’s hedging and derivatives practices. ■ Provides oversight for the Company’s compliance program and Code of Conduct. ■ Monitors any significant litigation, regulatory and tax compliance matters. ■ Oversees information technology systems and related security. ■ Reviews with management cybersecurity risks and strategy to mitigate these risks.

CommitteeMembers: ~~Miles D. White, Chairman~~ ~~Debra L. Reed-Klages~~ Rayford Wilkins, Jr., Chair Daniel M. Dickinson Gerald Johnson Judith F. Marks Edward B. Rust, Jr. NumberofMeetingsin~~2019:~~6 2022: 5	COMMITTEEROLESANDRESPONSIBILITIES
	■ Recommends the CEO’s compensation to the ~~Board~~board and establishes the compensation of other executive officers.
	■ Establishes, approves and oversees the Company’s equity compensation and employee benefit plans.
	■ Reviews incentive compensation arrangements to ensure that incentive pay does not encourage unnecessary risk-taking, and reviews and discusses the relationship between risk management policies and practices, corporate strategy and executive compensation.
	■ Recommends to the ~~Board~~board the compensation of independent directors. ■ Provides general oversight of the Company’s approach to talent management, succession planning and diversity and ~~immigration practices and employee relations.~~inclusion for senior leaders. ■ Furnishes an annual Committee Report on executive compensation and approves the Compensation Discussion and Analysis section in the Company’s proxy statement.

CommitteeMembers: Kelly A. Ayotte, Chair David L. Calhoun ~~Chairman~~ ~~Kelly A. Ayotte~~ ~~Juan Gallardo~~ James C. Fish, Jr. Gerald Johnson David W. MacLennan Susan C. Schwab NumberofMeetingsin~~2019:~~6 2022: 3	COMMITTEEROLESANDRESPONSIBILITIES
	■ ~~Makes recommendations~~Identifies, evaluates and monitors sustainability issues that affect the Company’s operations and performance, including those related to ~~the Board regarding the size~~environmental issues and ~~composition of the Board and its committees, and the criteria to be used for the selection of candidates to serve on the Board.~~climate change.
	■ ~~Discusses~~Monitors the development and ~~evaluates~~implementation of the ~~qualifications of potential~~goals established by the Company for its performance with respect to its sustainability framework and ~~incumbent directors and recommends the director candidates to be nominated for election at the Annual Meeting.~~initiatives.
	■ ~~Leads~~Reviews and evaluates risks that may arise in connection with the ~~Board in its annual self-evaluation process.~~sustainability and other public policy aspects of the Company’s operations.
	■ Provides general oversight over social issues, including those related to human rights, that affect the Company’s operations and performance. ■ ~~Oversees the Company’s senior executive succession planning.~~ ■ ~~Oversees the Company’s environmental,~~Provides general oversight over health and safety activities, ~~and sustainability.~~ ■ ~~Oversees~~including the Company’s ~~corporate governance.~~initiatives to produce products and services that support sustainable development of global resources. ■ Reviews/advises on matters of domestic and international public policy affecting the Company’s business, such as trade policy and international trade negotiations and major global legislative and regulatory developments. ■ Annually reviews the Company’s charitable contributions to the Caterpillar Foundation and political contributions and ~~policies.~~policies, including lobbying activities. ■ Oversees investor, customer, community and government relations.

Committee Members: Debra L. Reed-Klages, Chair Kelly A. Ayotte David L. Calhoun Susan C. Schwab Number of Meetings in 2022: 3	COMMITTEE ROLES AND RESPONSIBILITIES
	■ Makes recommendations to the board regarding the size and composition of the board and its committees and the criteria to be used for the selection of candidates to serve on the board.
	■ Discusses and evaluates the qualifications of potential and incumbent directors and recommends the director candidates to be nominated for election at the Annual Meeting.
	■ Leads the board in its annual self-evaluation process.
	■ Oversees the Company’s corporate governance. ■ Oversees the Guidelines on Corporate Governance Issues adopted by the board and annually reviews the guidelines and recommends changes to the board as appropriate. ■ Reviews related person transactions and annually reviews the relationships between directors, the Company and members of management and recommends to the board whether each director is independent. ■ Reviews directorships in other public companies held by or offered to directors and senior officers of the Company. ■ Recommends candidates for Company officer positions.

Committee Members: Debra L. Reed-Klages, Chair Kelly A. Ayotte Daniel M. Dickinson Rayford Wilkins, Jr. Number of Meetings in 2022: 1	COMMITTEE ROLES AND RESPONSIBILITIES
	■ Acts with the authority of the board between regularly scheduled meetings.
	■ Has the authority to approve dividends, authorize share repurchases and authorize long-term debt issuances in excess of $1 billion.
	■ Oversees the succession management processes for Chairman of the board and Chief Executive Officer.