CORPORATE GOVERNANCE Governance creates value and builds trust. We believe a robust governance framework creates long-term value for our shareholders, strengthens board and management accountability, and builds trust in the company and our brand. Our board of directors has direct oversight of our climate and sustainability efforts. * In 2021, Caterpillar leadership regularly reported to the board’s Public Policy and GOVERNANCE HIGHLIGHTS Governance Committee (PPG) regarding sustainability and climate strategies, priorities, Size of Board 10 goals and performance. The PPG was also briefed on these and other ESG issues as well as the perspectives of investors, customers, employees and other stakeholders. Number of Independent Directors 9 The PPG also reviewed Caterpillar’s annual political contributions and recommended Average Age of Directors 64 the amount the company should contribute to the Caterpillar Foundation. The PPG provided regular updates to the board on these matters. Average Director Tenure 8 (in years) Recognizing the increasing complexity and stakeholder interest in climate, sustainability and other ESG issues, in April 2022, the board decided to restructure certain of its Annual Election of Directors Yes committees. The board created the Sustainability & other Public Policy Committee Mandatory Retirement Age 74 (SPPC) to oversee all of the public policy matters previously overseen by the PPG. In addition, the SPPC will have explicit oversight over sustainability, social and public Women 30% policy matters, including those related to the environment, climate change, human Diversity 20% rights and lobbying. This restructuring will be effective immediately following the annual shareholder meeting on June 8, 2022. Majority Voting in Director Elections Yes Independent Presiding Director Yes Code of Conduct for Directors, Yes Officers and Employees Supermajority Voting Threshold No for Mergers Proxy Access Yes Shareholder Action by No Written Consent Shareholder Ability to Call Yes Special Meetings Poison Pill No Stock Ownership Guidelines for Yes Directors and Executive Officers Anti-Hedging and Pledging Policies Yes Clawback Policy Yes ® * The information in this table reflects only the director nominees Cat generator sets installed at a landfill gas processing and power plant near Montreal, Canada, producing electricity from landfill gas. standing for re-election at the annual meeting of shareholders on June 8, 2022. 12CATERPILLAR 2021 SUSTAINABILITY REPORT