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Friday, October 10, 2014

John Deere: Management

(Full disclosure: my clients and I own shares of Deere)

After covering John Deere's (DE) general situation, competitive position, and economics, I will now take a hard look at management. Specifically, I want to examine the board of directors, executive team, and then evaluate both.

Board of Directors

Deere's board consists of 11 members, which I think it too big. It consists of the CEO/chairman, an insider, 5 major executives (from Lockheed Martin, DuPont, Rockwell Collins, BMW, Cargill), 2 minor executives (Springs Company, New Vernon Capital), one professor, and one former general.

I like to see representation by executives who have real experience allocating capital, managing people and making hard decisions. Many of Deere's board members serve on several other boards, though, so I wonder how focused they are on Deere. Professors are very intelligent people with unique knowledge, but that doesn't qualify them to judge a business, capital allocation, or senior executives (any more than being an investor qualifies me to write treatises on economics). The same can be said for a retired general (as an ex-Air Force officer, that's not blind prejudice). 

The average pay for the board of directors (not including chair/CEO) is $230,000 per year. That is not a large sum given the size and prominence of Deere. 

Directors own anywhere from $299,000 in Deere shares to $2.66 million. 7 members own more share value than 3 years worth of board salary, which I think makes them act more like owners. The other four own 1-3 times board salary, which makes them more inclined to vote their salary than their ownership. Unfortunately, board ownership is almost exclusively from restricted stock awards. In other words, the board hasn't invested their own hard-earned money in Deere like investors.

Deere's board resembles most large company boards, with lots of prominent members--some with business experience, some not--handsomely paid and with little ownership. I'd prefer members who've put their own dollars on the line like investors, and perhaps a couple of directors who are from the asset management world (private equity, money management, etc.). Instead, Deere's board is filled with executives who are likely to feel sympathy with Deere's management where I'd prefer some people willing to hold management accountable to tough standards.

Executive Team

The top five members of Deere's executive team average 28 years at Deere. The CEO has been there 39 years and the CFO is the newbie at 18. I prefer management teams that are brought up in the business, especially a cyclical business like Deere's. Each manager has a breadth of experience at different divisions inside the company and understand well Deere's culture (and could not, perhaps, work as well outside that culture).

Pay at Deere is broken into salary, discretionary bonus, short-term incentives, mid-term incentives, long-term incentives and other. The board employs a compensation consultant, which tends to ratchet up pay because they look at peers who are doing the same peer reviews and, therefore, also ratcheting up their pay. 

Deere's short-term incentive is based on operating return on operating assets for the operating side of the business and return on equity for the finance arm. The operating return metric is adjusted for low, medium and high volume years (which aren't really in management's control). This is a very good incentive program and one of the best I've seen.

The mid-term incentive is based on shareholder value added (operating profit minus cost of capital: 12% for equipment operations and 15% for finance). The metric is judged over rolling 3 year periods. Once again, an impressive incentive system that's fair to shareholders and management.

The long-term incentive consists of performance stock units, restricted stock units, and stock options. The performance stock units are awarded 50% based on revenue growth and 50% on shareholder return relative to the S&P 500 industrial sector. Once again, a very shareholder-friendly reward system.

Other pay is another $153,000 to $520,000 a year, including: personal use of company aircraft, financial planning, relocation, medical exams, perquisites, tax gross ups, and defined contribution plans. That's a bit steep, but not unusual for a company this size.

Deere shows the typical monster payouts that executives would receive upon death, disability, retirement, termination with or without cause, and voluntary separation. It's not my favorite, but what can you do. All the other kids have one, too.

The CEO/chairman averaged $19 million in pay over the last 3 years, and the other 4 executives averaged $4.3 to $4.8 million. Just on a rough comparison with Caterpillar and AGCO in terms of pay relative to revenue and operating profit, Deere falls in between the two, which can be explained simply in terms of company scale (the size of pay relative to the size of sales and profits tends to go down, proportionately as companies get bigger).

Ownership at Deere is not exemplary. The CEO owns $8.1 million in shares (I'm not counting the options they give out as lottery tickets), which is one-half his salary each year. Other executives own similarly paltry amounts with pay anywhere from 1.7 to 12.5 times ownership. This management team's ownership clearly makes them act as hired hands and not owners.

Pay is high, but the incentive to perform along the right dimensions is there. The record of competitive position and economics covered in my last two blog entries is, without doubt, a more important exhibit in judging management.


My overly-detailed analysis above just sets the context for evaluating Deere's managers. What's most important is that management understands the economics of Deere's business and can maintain and expand its competitive advantages over time. Judging by their record over the past 20 years, I'd say they have been doing a good job improving margins, boosting capital efficiency, and making their products the best on the market. They've had a nice tailwind due to ethanol subsidies and global growth, but they've also played that hand well. 

The management team has been at Deere a long time. They have ridden through previous boom and bust cycles and should understand how to ride them out. As Martha Stewart would say, that's a good thing.

I'd prefer to see a board with more owners and proven capital allocators. I'd prefer management owned more shares that they purchased with their own money, too. But, Deere also has a compensation scheme that rewards improvements in operating returns to assets and return on equity, awards bonus pay based on operating profits after a meaningful capital charge, and provides performance shares based on revenue growth and total return to shareholders relative to a relevant benchmark. 

Deere's board and management may not represent perfect alignment with shareholders, but management is experienced and they are compensated for meaningful performance. They've also demonstrated a track record of improving the economics of the business.

Before I get into Deere's valuation, I need to cover the risks and opportunities that Deere is facing. I'll provide that in two weeks.   

Nothing in this blog should be considered investment, financial, tax, or legal advice. The opinions, estimates and projections contained herein are subject to change without notice. Information throughout this blog has been obtained from sources believed to be accurate and reliable, but such accuracy cannot be guaranteed.

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