2023 PROXY STATEMENT11

DIVERSITY OF SKILLS AND EXPERTISE

The following skills matrix displays the most significant skills and qualifications that each director nominee possesses. The board does not assign a specific weight to any particular skill. Rather, the NGC regularly reviews the composition of the board as a whole to ensure that the board maintains a balance of knowledge and experience and to assess the skills and characteristics that the board may find valuable in the future in light of strategic plans and operating requirements of the Company and the best interests of shareholders.

SUMMARY OF INDIVIDUAL DIRECTOR NOMINEE SKILLS, CORE COMPETENCIES AND ATTRIBUTES

Caterpillar Board Tenure (Years)

6

12

17

0

2

2

0

8

14

6

6

6.6 years Average Tenure

Board of Directors Experience (other boards) Directors with experience on other boards and board committees understand the function of a board, corporate governance best practices, agenda setting, succession planning and relations between the board, the CEO and senior management.

•

•

•

•

•

•

•

•

•

•

91%

Audit Committee Financial Expert Experience as an Audit Committee Financial Expert is important given our use of financial targets as measures of performance and the importance of accurate financial reporting and robust internal auditing.

•

•

•

•

•

•

•

•

•

100% of AC Members

CEO Directors with experience in a CEO role enhance the board’s ability to evaluate and advise our CEO on leading a large, complex, multinational corporation, as well as oversee strategic planning, values, and environmental, social and governance issues.

•

•

•

•

•

•

55%

Leadership Directors with significant leadership experience enhance the board’s ability to oversee strategic planning, values, and environmental, social and governance issues.

•

•

•

•

•

•

•

•

•

•

•

100%

Business Development and Strategy Directors with a background in business development provide insight into developing and implementing strategies for growing our business, including the opportunities represented by the energy transition.

•

•

•

•

•

•

•

•

•

•

91%

Government/Regulatory Affairs Directors with experience in government or regulatory affairs provide experience and insights that help us understand opportunities across global markets and address regulatory issues, government affairs and present-day issues affecting business.

•

•

•

•

•

•

55%

Our

 2023 PROXY STATEMENT12

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Customer and Product Support Services Expertise in customer and product support services greatly increases a director’s understanding of our complex business operations and our focus to grow services to better support our customers.

•

•

•

•

•

•

•

64%

Finance & Accounting Knowledge of finance and accounting assists our directors in understanding, advising on and monitoring the Company’s capital structure, financing and investing activities, as well as our financial reporting and internal controls.

•

•

•

•

•

•

•

•

73%

Risk Management Directors with experience in risk management, including with respect to environmental, social and cybersecurity matters, enhance oversight of the evaluation, assessment and mitigation of the most significant risks facing the Company.

•

•

•

•

•

•

•

•

•

•

91%

Technology Directors with expertise in technology fields offer insights on technology innovations, product development, digital solutions, innovative business models, data analytics, eCommerce applications and cybersecurity risks, and understand the importance of investing in new technologies for future growth.

•

•

•

•

•

•

•

•

•

82%

Global Experience Directors with experience conducting business or operations outside of the United States provide political, economic and cultural perspectives and insights that are valuable to our global Company and help us better understand opportunities and challenges across global markets.

•

•

•

•

•

•

•

•

•

•

91%

Manufacturing/Logistics Relevant experience in manufacturing provides a valuable perspective and is important in understanding the business operations and capital needs of the Company.

•

•

•

•

•

•

55%

Women

•

•

•

•

36%

Racial/Ethnic Diversity

•

•

18%

Age

54

65

61

60

60

63

59

66

68

65

71

63 years Average Age

 2023 PROXY STATEMENT13

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DIRECTOR CONTINUOUS EDUCATION AND DEVELOPMENT

The Company places high importance on the continuous development of its board.

Directors benefit from access to various governance and directorship organizations and publications to which Caterpillar subscribes. They also have ongoing education and development opportunities through participation in meetings and attendance at activities and professional development training offered by associations such as the National Association of Corporate Directors and Lead Director Network. They also receive a weekly digest of news articles related to Caterpillar.

Directors receive specialized presentations from experts in the Company’s various businesses in the course of their service. Since the last annual shareholder meeting, these presentations have included:

Directors are also given development and education opportunities through facility visits, product demonstrations and speaking or meeting directly with members of management and other employees. For example, since the last annual shareholder meeting, the directors visited the Tucson, Arizona, facility and observed new products designed to help our customers achieve their climate-related goals. The directors had the opportunity to observe and operate products such as the battery electric, zero-exhaust-emissions mini excavator. Directors also speak with Company dealers and customers to better understand the Company’s operations and business, and also attend industry trade shows such as CONEXPO.

These opportunities allow directors to be well-informed and to expand their knowledge of trends and issues relevant to their role.

BOARD’S ROLE IN COMPANY STRATEGY

The board has an active role in overseeing the Company’s strategy. The board regularly reviews management’s progress in executing the strategy. In 2022, the board initiated annual strategic reviews that included individual strategy reviews with members of the Executive Office. These reviews included discussions of the key geopolitical policies, economic, technological, environmental, talent and competitive challenges and opportunities of the Company’s business. The board plans to continue this practice going forward.

BOARD’S ROLE IN RISK OVERSIGHT

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

The Audit Committee (AC) assists the board in overseeing the enterprise risk management program and evaluates and monitors risks related to the Company’s financial reporting requirements, system of internal controls, the internal audit program, the independent auditor, the compliance program and the information security program. The AC assesses cybersecurity and information technology risks and the controls implemented to monitor and mitigate these risks. The Chief Information Officer attends all bimonthly AC meetings and provides cybersecurity updates to the AC and board.

The Compensation and Human Resources Committee (CHRC) monitors and assesses risks associated with the Company’s employment and compensation policies and practices.

The Nominating and Governance Committee (NGC) oversees various governance matters and the Sustainability and other Public Policy Committee (SPPC) oversees risks related to sustainability and other public policy issues that affect the Company, including health and safety, lobbying and political contributions, and human rights.

 2023 PROXY STATEMENT14

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DIRECTOR NOMINATIONS AND EVALUATIONS

PROCESS FOR NOMINATING AND EVALUATING DIRECTORS

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

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

DIRECTOR RECRUITMENT PROCESS

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

The following table summarizes certain key characteristics of the Company’s businesses and the associatedqualifications, skills and experience that the NGC believes should be represented on the board.

As shown

 2023 PROXY STATEMENT15

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NOMINATIONS FROM SHAREHOLDERS

The NGC considers unsolicited inquiries and director nominees recommended by the yellow highlighted areasshareholders in the map below,same manner as nominees from all other sources. Recommendations should be sent to the Corporate Secretary, 5205 N. O’Connor Boulevard, Suite 100, Irving, TX 75039. Shareholders may nominate a director candidate to serve on the board by following the procedures described in our independentbylaws. Deadlines for shareholder nominations for Caterpillar’s 2024 Annual Meeting of Shareholders are included in the “Shareholder Proposals and Director Nominations for the 2024 Annual Meeting” section on page 86.

The number of persons comprising the Caterpillar board of directors is currently established as 12. All of the board’s nominees have international experience that aligns with Caterpillar’s global presence.consented to being named in this proxy statement and to serve if elected. If all nominees are elected, the number of persons comprising the board will be 11 following the Annual Meeting. If any of the board’s nominees should become unavailable to serve as a Director prior to the Annual Meeting, the size of the board and number of board nominees will be reduced accordingly.

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2016 Proxy Statement

 2023 PROXY STATEMENT16

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The Board has nominated the following individuals to stand for election for a one-year term expiring at the annual meeting of stockholders in 2017.

DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

Directors have been in their current positions for the past five years unless otherwise noted. Information is as of April 1, 2016.2023. The board has nominated the following individuals to stand for election for a one-year term expiring at the Annual Meeting of Shareholders in 2024.

The experiences and qualifications of each of the director nominees enable each of them to provide meaningful input and guidance to the board.

		KELLY A. AYOTTE Former U.S. Senator representing New Hampshire Age: 54 Director since: 2017 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Blackstone Inc. ■ Boston Properties, Inc. ■ News Corporation	CATERPILLAR BOARD COMMITTEES: ■ Sustainability and other Public Policy, Chair ■ Executive ■ Nominating and Governance
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ Bloom Energy Corporation
Experience ■ U.S. Senator representing the State of New Hampshire (2011–2016) ■ Attorney General (2004–2009), Deputy Attorney General (2003–2004), State of New Hampshire
Qualifications ■ Leadership, Government/Regulatory Affairs and Global Experience – obtained from her service as Attorney General, Deputy Attorney General and Chief of the Homicide Prosecution Unit for New Hampshire and as a U.S. Senator. As a U.S. Senator, she gained especially valuable insights on important public policy issues from serving on the Senate Commerce, Science and Transportation Committee and the Senate Budget Committee. 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 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 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.

 2023 PROXY STATEMENT17

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		DAVID L. CALHOUN President and CEO of The Boeing Company (aviation and defense) Age: 65 Director since: 2011 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ The Boeing Company	CATERPILLAR BOARD COMMITTEES: ■ Sustainability and other Public Policy ■ Nominating and Governance
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ Gates Industrial Corporation plc ■ Nielsen Holdings plc
Experience ■ President and CEO (2020–present), The Boeing Company ■ Senior Managing Director and Head of Private Equity Portfolio Operations of (2014–2020), The Blackstone Group L.P. (private equity firm) (now Blackstone Inc.)

	■ Executive Chairman (2014–2016), Chief Executive Officer (2006–2013), Other current directorships (2)		Age58
	●Nielsen Holdings PLC ●The Boeing Company ■
	Other directorships within the last five years		Director Since2011
	●Medtronic, Inc
	Caterpillar Committee		Independent
	●Compensation

	Key Qualifications and Skills:
	Mr. Calhoun was previously Executive Chair of Nielsen Holdings N.V. (2014-2015). Prior to his position at Blackstone, Mr. Calhoun served asVice Chairman of the Executive Board(2005–2006), President and Chief Executive Officer, GE Infrastructure (2005–2006), held 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 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 Thestrategic, business, safety and regulatory matters; Blackstone, where he was the Senior Managing Director and Head of Portfolio Operations; Nielsen, Company B.V. (2006-2013)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 General Electric Companythe company and President and Chief Executive Officer of GE Infrastructure, (2005-2006).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. The Board believes ■ 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 Mr. Calhoun provides valuable insightinvolved 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 into general strategicto the board. In addition, during his tenure at GE, he led GE’s audit staff. ■ Technology and business matters, stemmingManufacturing/Logistics – obtained from his extensive executivecurrent role as CEO of Boeing, the world’s leading aerospace company and managementlargest manufacturer of commercial and military aircraft, his experience with Blackstone,at Nielsen and his 26-year tenure at GE. Mr. Calhoun also has significant manufacturingAt 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 high-technology industry expertiseat GE Aviation he led a sophisticated data collection and analytics platform. ■ Board of Directors Experience (other boards) – gained while serving on numerous public company boards, including Gates Industrial, where he served as evidenced by his leadership of GE’s aircraft enginesChairman; Nielsen, where he served as Executive Chairman; and transportation businesses.Refinitiv, where he served as Chairman.

 2023 PROXY STATEMENT18

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		DANIEL M. DICKINSON
		Managing Partner of HCI Equity Partners (private equity investment) firm) Age: 61 Director since: 2006 INDEPENDENT

OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:

■

None

CATERPILLAR BOARD COMMITTEES:

■

Audit, Chair

	Other current directorships (0)		Age54
	●None■
	Other directorships within the last five years		Director Since2006
	●Mistras Group, Inc. Compensation and Human Resources ●Progressive Waste Solutions Ltd. ■
	Caterpillar Committee		Independent
	●Audit Executive

	Key Qualifications and Skills:
		OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
		■ None
Experience ■ Co-Founder and Managing Partner (2001–present), HCI Equity Partners ■ 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 Board believes that Mr. Dickinson’s experienceFirst 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 role as an investment banker provides important insights for evaluating investment opportunities. His significant financial expertise and experience,banking, 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’sboard’s understanding and ability to analyzeanalysis of complex issues. His experienceHe 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 directorboard member of large, publicly-traded multinational corporations enables himRight to Dream, a global organization developing schools and sports academies to provide meaningful inputeducational and guidance toathletic 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 Boardboard of Mistras Group and the Company.Progressive Waste Solutions (now known as Waste Connections).

	JUAN GALLARDO
	Chairman and former CEO of Organización CULTIBA, S.A.B. de C.V.

 2023 PROXY STATEMENT19

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					Other current directorships (3)		Age68
		JAMES C. FISH, JR. President and CEO of Waste Management, Inc. (waste and environmental services) Age: 60 Director since: 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.
			Other directorships within the last five years		Director Since1998
			CATERPILLAR BOARD COMMITTEES: ●Lafarge SA ■
			Caterpillar Committee		Independent
	Audit ● ■ Sustainability and other Public Policy and Governance

	Key Qualifications and Skills:
	Mr. Gallardo is the Chairman of Organización CULTIBA and was its Chief Executive Officer until his retirement from that role in 2016. Mr. Gallardo resides in Mexico where Caterpillar has a significant manufacturing presence. The Board believes that Mr. Gallardo’s international business experience, particularly in Latin America and South America, are important for the Company’s understanding of these key markets. His extensive background in trade-related issues also contributes to the Board’s expertise. In addition, his experience as a chief executive officer and director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.

2016 Proxy Statement

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	JESSE J. GREENE, JR.
	Instructor at Columbia Business School

	Other current directorships (0)		Age71
	None
	Other directorships within the last five years		Director Since2011
	None
	Caterpillar Committee		Independent
	●Compensation

	Key Qualifications and Skills:
	Mr. Greene is currently an instructor at Columbia Business School in New York City where he teaches corporate governance, risk management and other business topics at the graduate and executive education levels. He was formerly Vice President of Financial Management and Chief Financial Risk Officer of International Business Machines Corporation (computer and office equipment). The Board believes that Mr. Greene’s risk management and information technology experience provides a unique skill set to the Board. His experience as a chief financial risk officer and executive of a large, publicly-traded multinational corporation enables him to provide meaningful input and guidance to the Board and the Company.

	JON M. HUNTSMAN, JR.OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
	Former United States Ambassador to China (2009- 2011) and former Governor of Utah (2005-2009)

	Other current directorships (3)		Age56
	●Chevron Corporation ●Ford Motor Company ●Hilton Worldwide Holdings Inc.
	Other directorships within the last five years		Director Since2012
	●Huntsman Corporation
	Caterpillar Committee		Independent
	●Public Policy and Governance

	Key Qualifications and Skills:
		■ Caterpillar has a significant manufacturing presence and dealer network in China. The Board believes that None
Mr. Huntsman’s extensive knowledge of Asia and international affairs, operational experience gained as governor of Utah and experience as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidanceFish was brought to the Board andattention of the Company.board through a professional search firm.

					DENNIS A. MUILENBURGExperience
	Chairman, President and Chief Executive Officer of The Boeing Company

	Other current directorships (1)		Age52
	●The Boeing Company■
	Other directorships within the last five years		Director Since2011
	None
	Caterpillar Committee		Independent
	●Audit

	Key Qualifications and Skills:
	Prior to his current position, Mr. Muilenburg was Vice Chairman, President and Chief Operating Officer of The Boeing Company (2013-2015). Prior to that, he was Executive Vice President of The Boeing Company and 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), Westex ■ Vice President – Revenue Management (1995–1999), Trans World Airlines, Inc. ■ Director of Boeing Defense, SpaceYield 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 & Security (2009-2013).Accounting – obtained while serving as CFO of Waste Management where he gained valuable expertise in accounting and external reporting. ■ Board of Directors Experience (other boards) – gained while serving as a director of Waste Management.

 2023 PROXY STATEMENT20

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		GERALD JOHNSON The Board believes that Mr. Muilenburg providesExecutive Vice President, Global Manufacturing and Sustainability of General Motors Company (manufacturing) Age: 60 Director since: 2021 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ None	CATERPILLAR BOARD COMMITTEES: ■ Compensation and Human Resources ■ Sustainability and other Public Policy
				OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
				■ None
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, General Motors Company (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 16 countries on five continents, which allows him to provide valuable insight and perspective to the Board on strategic and business matters, stemming from his experience with large-scale product development programsmatters. He leads global manufacturing and his worldwide supply chainsustainability 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 manufacturing expertise.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 diversity and 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.

 2023 PROXY STATEMENT21

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|		2016 Proxy Statement	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.

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	DOUGLAS R. OBERHELMAN	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
				ChairmanOTHER 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 CaterpillarStrategy & 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.

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					Other current directorships (1)		Age63
	●Exxon Mobil Corporation
		Other directorships within the last five years		Director Since2010
		●Eli Lilly and Company
		Caterpillar Committee		Management
	None

	Key Qualifications and Skills:
	Prior to his current position, Mr. Oberhelman served as Vice Chairman and Chief Executive Officer-Elect and as a Group President of Caterpillar Inc. The Board believes that Mr. Oberhelman’s extensive experience and knowledge of the Company, gained from 40 years of service in a wide range of Caterpillar leadership positions enables him to provide meaningful input and guidance to the Board and the Company.

	WILLIAM A. OSBORNDEBRA L. REED-KLAGES
	Former Chairman and CEO of Northern Trust Sempra Energy (energy infrastructure and utilities) Age: 66 Director since: 2015 INDEPENDENT Presiding Director			OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Chevron Corporation and The Northern Trust Company

	Other current directorships (2)		Age68
	●Abbott Laboratories■ ●General Dynamics Lockheed Martin Corporation
	Other directorships within the last five years		Director Since2000
	CATERPILLAR BOARD COMMITTEES: ●Tribune Company ■
	Caterpillar Committee		Independent
	●Audit, Chair

	Key Qualifications Nominating and Skills:
Governance, Chair ■ Executive
		OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
		■ The Board believes that Mr. Osborn’s financial expertise and experience is valuable to the Board. In addition, his experience as a chief executive officer and director of other large, publicly-traded corporations enables him to provide meaningful input and guidance to the Board and the Company.Halliburton Company ■ Oncor Electric Delivery Company LLC ■ Sempra Energy

					DEBRA L. REEDExperience
	■ Chairman of the Board and (2012–2018), Chief Executive Officer of Sempra Energy

	Other current directorships (2)		Age59
	●Halliburton Company ●Sempra Energy
	Other directorships within the last five years		Director Since2015
	●Avery Dennison Corporation
	Caterpillar Committee		Independent
	●Compensation

	Key Qualifications and Skills:
	Prior to her current position, Ms. Reed was(2011–2018), Executive Vice President (2010–2011), President and 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 Sempra. Theexperience in senior management and executive positions, including as former CEO at Sempra, an energy infrastructure and utilities company, which also conducts business in Mexico and 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. The 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 that Ms. Reed’s background provides valuable insights into trends in these industries. In addition, her experience asof Directors Experience (other boards) – gained while a chief executive officer and director of other large, publicly-tradedpublicly traded corporations enables her to provide meaningful inputsuch as Chevron, Lockheed Martin and guidance toHalliburton. She previously chaired the BoardNominating and Corporate Governance Committee at Haliburton and currently serves on the Company.Nominating and Corporate Governance Committee at Lockheed Martin and chairs the Audit Committee at Chevron.

2016 Proxy Statement

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Table of Contents

	EDWARD B. RUST, JR.
	Chairman of State Farm Mutual Automobile Insurance Company

 2023 PROXY STATEMENT24

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					Other current directorships (2)		Age65
	●Helmerich & Payne, Inc. ●McGraw-Hill Financial, Inc.
			Other directorships within SUSAN C. SCHWAB Professor Emerita at the last five years		Director Since2003
			None
			Caterpillar Committee		Independent Presiding Director
	●University of Maryland School of Public Policy and Governance, ChairStrategic Advisor for Mayer Brown LLP (global law firm) Age: 68 Director since: 2009 INDEPENDENT	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ FedEx Corporation ■ Marriott International, Inc.

	Key Qualifications CATERPILLAR BOARD COMMITTEES: ■ Sustainability and Skills:
other Public Policy ■ Nominating and Governance
		Previously Mr. Rust served as Chief Executive OfficerOTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
		■ The Boeing Company
Experience ■ Board Chair (2022–present), National Foreign Trade Council ■ Professor Emerita (2019–present), Professor (2009–2019), University of State Farm Mutual Automobile Insurance Company and as Chairman, Maryland School of Public Policy ■ Strategic Advisor (2010–present), Mayer Brown LLP ■ U.S. Trade Representative (2006–2009), Deputy U.S. Trade Representative (2005–2006), United States Government ■ President and Chief Executive Officer (2004–2005), University System of State Farm Fire and Casualty Company, State Farm Life Insurance Company and other principal State Farm affiliates. He also previously served as PresidentMaryland Foundation ■ Consultant (2003), U.S. Department of State Farm Mutual Automobile Insurance Company and Trustee and President of State Farm Mutual Fund Trust and State Farm Variable Product Trust.Treasury The Board believes that Mr. Rust’s financial and business experience is valuable to the Board. His role as a past Chairman of the U.S. Chamber of Commerce, chief executive officer of a major national corporation and experience as a director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company. In addition, his extensive involvement in education improvement compliments the Company’s culture of social responsibility.