DEERE & CO 8-K

What Happened

• On March 12, 2026 Deere & Company’s Board approved one-time performance-based restricted stock unit (PSU) awards, to be granted under the John Deere 2020 Equity and Incentive Plan on or about March 19, 2026 (subject to continued employment). Named executive targets: CEO John C. May $25,000,000; Ryan D. Campbell $5,000,000; Deanna M. Kovar $5,000,000. The PSUs vest based on performance over a five-fiscal-year Performance Period (Nov 3, 2025 – Oct 27, 2030) and also have time-based vesting through October 27, 2030.

Key Details

• Performance metric: annual Shareholder Value Added (SVA) for the Company’s three equipment operations segments (operating profit less cost of capital on average assets).
• Payout mechanics: for each Performance Year, no payout at ≤90% of the SVA target; 100% payout at 100% of target; 175% payout at ≥125% of target; straight-line interpolation between points. Annual percentages are aggregated and averaged over the five years to compute final payout.
• Termination/retention rules: PSUs forfeited if employment ends during first three years; prorated vesting (based on actual performance for completed years) for death/disability, qualifying terminations after three years, or retirement; a qualifying termination within 24 months after a change in control triggers service-vesting with payout determined by performance.
• Awards are valued at target based on fair market value of Deere common stock on grant date; the award agreement form is filed as an exhibit.

Why It Matters

• These grants tie senior executive pay to long-term, segment-level performance (SVA) across a full business cycle window, signaling emphasis on sustained equipment-operations profitability and retention. For investors, larger multi-year PSU targets—notably a $25M target for the CEO—can affect future compensation expense and potential share dilution when PSUs pay out. The payout structure (0–175% per year, averaged over five years) means actual share issuance and expense will depend on multi-year operational results.