CATERPILLAR INC.
(the “Compa ny”)
CHARTER OF THE
COMPENSATION AND HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS(Adopted by the Boa rd o f Directors o n June 8 , 2022)

I. PURPOSE AND GENERAL RESPONSIBILITIESTh e primary f unction o f th e Compensation and Human Resources Committee (the “Committee”)
is to assist th e Comp any’s Bo ard o f Directors (the “Board”) (i) in f ulfilling its responsibilities inco n n ection with th e co mpensation o f th e Company’s d irectors, officers and employees, and (ii)
pro v iding gen eral o versigh t over emp loyee relations. It performs th ese functions b y:
• establishing and overseeing co mpensation and benefit p lans, in cluding both long- andshort-term in cen tive compensation p lans, for the CEO, CFO, Group Presidents, CHRO,
CLO an d Senior Vice Presidents o f the Company (the “Officers”);• exercisin g o v ersigh t with respect to the establishment, mainten ance and administration ofth e Comp any’s compensation and benefits plans f or employees o ther th an Officers;• reco mmend ing to th e Board the compensation of directors who are not emp loyees o f th eComp any;
• admin isterin g th e Company’s Equity Award Plans, including th e gran ting o f equity
award s thereun der;• f urn ishing an annual Co mpensation Committee Report on executive compensation andreco mmend ing to th e Board the inclusion of th e Compensation Discussion and Analysis
section in th e Company’s proxy statement;• p ro v iding general o versigh t over employee relations; and• p erf o rming su ch general o versigh t and investigation functions in herent to th e
respon sibilities designated herein or set f o rth in future resolutions o f th e Board.
Th e Co mmittee may f orm and delegate au thority to subcommittees wh en appropriate. TheCo mmittee may req uest, at its sole discretion, reports o n matters related to its authority or duties
describ ed in th is Charter o r on any subject th at it deems ap p ropriate to its responsibilities. Allemp loy ees of th e Company are expected to cooperate as requested by the Committee. Th e
Co mmittee is empo wered, in its so le d iscretion, to retain or obtain the advice of a co mpensation
co n su ltant, independent legal counsel o r other adviser (“Consultant”). The Committee shall b e
directly responsible for the appointment, co mpensation and oversight o f th e work of an y such
Co n su ltant. Th e Company shall p rovide for appropriate funding, as determin ed by theCo mmittee, f o r pay ment o f reason able compensation to any such Consultant retain ed by theCo mmittee. Prio r to retaining o r ob taining advice from any Consultant, the Committee shallco n sid er th e independence of such Consultant and any conflicts of interest th at could arise
in clu d ing each of the independence factors set f orth in the rules of th e New Yo rk Stock
Ex chan ge. The Co mmittee shall recommend to the Board appropriate extensions o r ch anges inth e auth ority or duties o f th e Committee.

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Th e Co mmittee sh all h ave a chairman appointed by the Board of Directors (“Chairman”). Th eCo mmittee shall con sist of th at number of d irectors as the Board shall d etermine from time totime, su ch nu mber not to b e less th an two members in accordance with Article III, Section 5 ofth e b ylaws o f th e Company. The Board may fill v acancies on the Committee and remove amemb er o f th e Co mmittee at an y time with o r without cau se. Each memb er of th e Committee
sh all meet th e in dependence requirements of th e New York Stock Exchange.
III. MEETING ATTENDANCE AND MINUTES
Th e Co mmittee sh all meet at su ch times as th e Ch airman shall designate and notice of su chmeetin gs sh all be giv en to Committee members in acco rdance with the bylaws of the Company.
Directo rs n o t o n th e Committee may attend meetings at the discretion of th e Chairman. At thein v itation o f th e Chairman, members o f management and o utside consultants sh all attend
Co mmittee meetin gs. On e-th ird of th e Committee, but not less than two members, shallco n stitu te a quorum for th e transaction of business. Un less th e Committee by resolution
determin es oth erwise, any action required or p ermitted to be taken by the Committee may be
tak en with out a meetin g if all members o f the Committee consent thereto in writing, an d th ewriting o r writings are f iled with th e minutes o f the proceedings of th e Committee. Membersof th e Co mmittee may participate in a meeting through the use of conference telephone orsimilar co mmun ications equipment, as lon g as all members particip atin g in such meeting canhear o n e an other, and such participation shall constitute presence at su ch meetings. TheCh airman sh all rev iew an d the Committee shall approve the Committee minutes an d they shallbe f iled with th e Secretary of the Company for retentio n with the records o f the Company.
Co p ies o f su ch minutes sh all b e presented to each Board member.
IV. RESPONSIBILITIES AND DUTIES
A. Compensa tio n Ma tters
1. CEO Performa nce and Compensation
Th e Co mmittee sh all rev iew an d approve the Company’s goals an d objectives relevant to th eCEO’s co mpen sation. The Committee shall ev aluate the CEO’s performance in light o f thosego als an d ob jectives, and all independent d irectors sh all participate in the CEO’s ev aluation.
Based o n th is ev aluation, the Committee shall make recommen dations to th e independent
memb ers o f th e Bo ard as to the CEO’s compensation.
In ev alu ating th e CEO’s performance, both objective and subjective criteria may be used,in clu d ing but not limited to : (a) th e Co mpany’s f inancial p erformance; (b) accomplishment o fth e Co mp any’s long-term strategic objectives; and (c) th e development of the Company’s to p
man agement team. The CEO sh all not atten d f ull Bo ard meetings d iscussin g h is or herev alu atio n.

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Th e Co mmittee sh all (i) ov ersee an evaluation of th e performance of th e Company’s CFO,
Gro u p Presid ents, CHRO an d CLO an d (ii) rev iew and approve each of their co mpensation. Th eCo mmittee shall o v ersee the compensation of the Company’s Senior Vice Presid ents.
3. Emp loyee a nd Management Co mpensation
Th e Co mmittee sh all o versee the Company’s compensation practices for salaried andman agement emplo yees wh o are not Officers, including th e compensation philosophy ando b jectiv es in connection with th e same.
4. Comp ensa tion Pla ns a nd Programs
Th e Co mmittee sh all approve, and recommend standards for, the Company’s compensatio npro grams an d p lans, in cluding, bu t not limited to , the Company's v arious in centive
co mpen sation, equity compensation, retirement an d other b enefit p lans. The Committee shallalso en sure that co mpensation is co mpetitive and rewards p erformance, tak ing into accountco mpen sation levels an d practices at co mp arable companies, but n ot b eing constrained by themin ex ercisin g its in d ep endent ju dgment. Th e Committee shall also co nsider the vote ofsto ck h olders regard ing th e Company’s comp ensation policies and practices.
Th e Co mmittee sh all rev iew management’s assessment as to wheth er th e Company’s
co mpen sation policies and practices are reason ably likely to have a material ad verse effect o n theCo mp an y.
5. Independ ent Director Compensation
Th e Co mmittee sh all, in consultation with the Company’s man agement, periodically review th e
co mpen sation of th e Company’s in dependent d irectors. In conducting its rev iew, th e Committee
may co n sid er any factors it deems reasonab le to such review, including, bu t not limited to ,in d ependent d irector compensation at o ther co mpanies. Af ter such review, the Committee shallreco mmen d to the Board the compensation for the Company’s independent directors.
6. Equity Award Pla ns
Th e Co mmittee sh all ad minister th e Company’s equity award plans in acco rdance with theresp o n sibilities assign ed to the Committee under any and all su ch plans.
7. Stock Ownership
The committee shall oversee stock ownership guidelines for Officers and directors of theCompany.

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Caterpillar:Confidenti al GreenGreenB. Human Capital Management
The Committee shall provide general oversight of the Company’s approach to talent management,
succession planning and diversity and inclusion for senior leaders.
C. Administra tive Ma tters
1 . Co mmittee Cha rter
Th e Co mmittee sh all review th is ch arter periodically f or ad equacy and recommend to the Boardan y n ecessary chan ges.
2 . Co mmittee Evalua tion
Th e Co mmittee sh all engage in a self -evaluation annually and report th e results of that evaluation
to th e Bo ard.
3 . Rep o rts to the Boa rd
Th e Co mmittee sh all repo rt to the Board periodically o r as requ ired by the n ature of its du ties on
all o f its activ ities an d shall mak e su ch recommendations to th e Bo ard as the Committee decides
are ap p ro priate.

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