cnhi-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


☑						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36085

CNH INDUSTRIAL N.V.

(Exact name of registrant as specified in its charter)

Netherlands

98-1125413

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom

(Address of principal executive offices)

Registrant’s telephone number including area code: +44 2079 251964

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value €0.01

CNHI

New York Stock Exchange

3.850% Notes due 2027

CNHI27

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

The aggregate quoted market price of common shares of the registrant held by non-affiliates at June 30, 2023 was approximately $13.9 billion. At January 31, 2024, there were 1,256,256,668 common shares, par value €0.01 per share, of the registrant were outstanding.

Auditor Name

Auditor Location

Auditor Firm ID

Deloitte & Touche LLP

Chicago, Illinois

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of CNH INDUSTRIAL N.V. for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the "SEC") on February 29, 2024 (the "Original Filing"). We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K, which provides that registrants may incorporate by reference certain information from a proxy statement filed with the SEC within 120 days after the end of the fiscal year. Accordingly, this Amendment is being filed solely to:

• amend Part III, Items 10, 11, 12, 13 and 14 of the Original Filing to include the information required by and not included in such Items;

• delete the reference on the cover of the Original Filing to the incorporation by reference of portions of our proxy statement into Part III of the Original Filing; and

• file new certifications of our Principal Executive Officer and Principal Financial Officer as Exhibits 31.1 and 31.2 in connection with the Amendment, dated as of the date hereof.

This Amendment does not otherwise change or update any of the disclosures set forth in the Original Filing. This Amendment speaks as of the date of the Original Filing and does not otherwise reflect events that may have occurred after the date of the Original Filing, nor does it modify or update any disclosures that may have been affected by events subsequent to the date of the Original Filing.

References to "CNH", "we", "us", "our" or "the Company" in this Amendment refer to CNH INDUSTRIAL N.V. together with its consolidated subsidiaries.

CNH INDUSTRIAL N.V.

Table of Contents

Page

PART III

Item 10

Directors, Executive Officers and Corporate Governance

Item 11

Executive Compensation

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13

Certain Relationships and Related Transactions and Director Independence

Item 14

Principal Accountant Fees and Services

P ART IV

Item 15

Exhibits and Financial Statement Schedules

Signatures

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Executive Officers

Information regarding executive officers of the Company is set forth under “Information about our Executive Officers” at the end of Part I Item 1. Business of the Original Filing.

Directors

The names of our directors and executive officers and their ages, positions and biographies as of February 29, 2024 are as set forth below. Our executive officers are appointed by and serve at the discretion of our Board of Directors.

Committee Memberships

Name, Age

Independence (for NYSE and Dutch Code purposes)

Joined CNH Board

Environmental, Social and Governance ("ESG")

Human Capital and Compensation ("HCC")

Audit

Elizabeth Bastoni, 58

Independent

2023

Member

Chairperson

Howard W. Buffett, 40

Independent

2020

Member

Suzanne Heywood, 54

2016

Richard J. Kramer, 61

Independent

2023

Member

Karen Linehan, 65

Independent

2022

Chairperson

Alessandro Nasi, 49

2019

Chairperson

Member

Vagn Sørensen, 64

Independent

2020

Member

Åsa Tamsons, 42

Independent

2021

Member

Scott W. Wine, 56

CEO

2021

Elizabeth Bastoni, Director (Non-Executive Director—Independent), Member of the ESG Committee, Chairperson of the HCC Committee

Elizabeth Bastoni is respected as a credible voice for decision making in the boardroom. She demonstrates sound business judgment, an ability to focus on critical matters in complex situations and is grounded in the financial information that levers the business. Ms. Bastoni has expertise in establishing governance boundaries; enabling strategy development and execution; and leading effective oversight. Ms. Bastoni currently serves as Independent Lead-Director and Chair of the Nomination and Compensation Committee for France-based Euroapi, which was spun-out from parent Sanofi in May of 2022. She also serves as a director and Audit Committee member for Portugal based Jerónimo Martins. Elizabeth has also previously held a range of other board and committee leadership roles in Europe and the US. Prior to her Board service, Elizabeth served in C-suite and executive leadership positions at a number of large-scale, global organizations including Carlson, The Coca-Cola Company, Thales, Suez Environment and KPMG. Ms. Bastoni holds a BA degree with a concentration in Accounting from Providence College, Rhode Island. She has a degree from Paris Sorbonne Université (Paris IV) in French Civilization and studied Art History at the Ecole du Louvre in Paris. Born in 1965, American citizenship.

Howard W. Buffett, Director (Non-Executive Director—Independent), Member of the ESG Committee, Member of the HCC Committee

Howard W. Buffett was appointed Director of CNH in April 2020. He is a Professor at Columbia University's School of International and Public Affairs in New York, U.S.A., with research focused on ESG, sustainability, and impact measurement and management. He previously served on the Advisory Committee on Socially Responsible Investing, which advises the University's $15 billion endowment on social and environmental investment policies. Earlier in his career, Howard W. Buffett was the Executive Director of the Howard G. Buffett Foundation. He also held a variety of roles in the U.S. government, including in the U.S. Department of Defense, where he oversaw economic stabilization and redevelopment programs in Iraq and Afghanistan. For his work in Afghanistan,

he received the Joint Civilian Service Commendation Award. Howard W. Buffett also served as Policy Advisor for the White House Domestic Policy Council and in the Office of the Secretary at the U.S. Department of Agriculture. Howard W. Buffett serves on several Corporate Boards and Advisory Boards including Toyota Motor North America, Inari Agriculture, REEF Technology, StateBook International and Reflection Analytics. He chairs the Advisory Council for Harvard University's International Negotiation Program and serves on several nonprofit Advisory Boards, including the Daugherty Water for Food Global Institute, the Learning by Giving Foundation, and the Chicago Council on Global Affair's Center on Global Food and Agriculture Panel of Advisors. Howard W. Buffett is also a former Term Member of the Council on Foreign Relations. A New York Times bestselling author, Howard W. Buffett holds a Bachelor of Science in Communications Science and Political Science from Northwestern University, U.S.A., a Master's in Public Policy and Administration in Advanced Management and Finance from Columbia University, U.S.A., and executive education certificates from Harvard Business School, U.S.A. Born in 1983, U.S. citizenship.

Suzanne Heywood, Chair (Executive Director)

Suzanne Heywood is the Chief Operating Officer of Exor. She first joined Exor as a Managing Director in 2016. Prior to that she worked at McKinsey & Company which she joined as an associate in 1997 and left as a Senior Partner (Director) in 2016. Suzanne co-led McKinsey's global service line on organization design for several years and also worked extensively on strategic issues with clients across different sectors. She has published a book, "Reorg," and multiple articles on these topics. Suzanne started her career in the U.K. Government as a Civil Servant in the U.K. Treasury. At the Treasury she worked as Private Secretary to the Financial Secretary (who is responsible for all direct taxation issues) as well as leading thinking on the Government's privatization policy and supporting the Chancellor in his negotiations at ECOFIN (the meeting of European Finance Ministers) in Brussels. Prior to that she studied science at Oxford University (BA) and then at Cambridge University (PhD). Lady Heywood is Chair of Iveco Group N.V., and of Shang Xia. She is also a non-executive director of Louboutin and The Economist. She grew up sailing around the world with her family recreating Captain James Cook's third voyage. Born in 1969, British citizenship.

Richard J. Kramer, Director (Non-Executive Director—Independent), Member of the Audit Committee

Mr. Kramer served as Chairman of the Board, Chief Executive Officer and President of The Goodyear Tire & Rubber Company (global manufacturer, marketer, and distributor of tires) from 2010 through January 2024. Mr. Kramer joined Goodyear in March 2000 and held various positions at Goodyear, including Chief Operating Officer from June 2009 to April 2010, President, North American Tires from March 2007 to February 2010, Executive Vice President and Chief Financial Officer from June 2004 to August 2007, Senior Vice President, Strategic Planning and Restructuring from August 2003 to June 2004, Vice President, Finance – North American Tires from August 2002 to August 2003, and Vice President - Corporate Finance from March 2000 to August 2002. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner. Mr. Kramer is a director of Whirlpool Corporation (a NYSE-listed company) and a member of its Corporate Governance and Nominating Committee and Human Resources Committee. Mr. Kramer also serves as a director of The Federal Reserve Bank of Cleveland, The Cleveland Clinic, The Cleveland Orchestra, and previously served as a director of the Sherwin-Williams Company from 2012 to 2022. Born in 1963, American citizenship.

Karen Linehan, Director (Non-Executive Director—Independent), Chairperson of the Audit Committee

Karen Linehan is a former Executive Vice President and General Counsel of Sanofi, a French global healthcare company, a role she held from 2007 – 2021. During this time Ms. Linehan supported multiple acquisitions and divestitures, complex litigations and government investigations as well as being a founding member of Sanofi’s Gender Balance Board. She joined Sanofi in 1991 and held roles of increasing importance including Assistant General Counsel from 1991 – 1996, International Counsel from 1996 – 2000 and Deputy Head of Legal Operations from 2000 – 2007. Prior to joining Sanofi, Karen Linehan was a Corporate Attorney at the New York-based legal firm Townley & Updike. She started her career in the Congressional Office of the Speaker of the US House of Representatives, the Honorable Thomas P. O’Neill, Jr. Ms. Linehan is currently a board member of Aelis Farma (France), a company which specializes in developing drugs targeting diseases of the brain, where she chairs the Audit Committee and serves as a member of the Remuneration Committee. She also sits on the board of Veon Ltd. (The Netherlands), a multinational telecommunication services company, where she serves as a member of the Audit Committee and the Nomination and Governance Committee. Ms. Linehan was a Non-Executive Director of The Global Antibiotic Research and Development Partnership (GARDP) (North America), a Non-Profit Organization which is focused on pursuing the development of treatments for drug resistant infections. Ms. Linehan holds a Bachelor of American Studies and a Juris Doctor (J.D.) degree in Law, both from Georgetown University in the U.S.A. Born in 1959, American and Irish citizenship.

Alessandro Nasi, Director (Non-Executive Director), Chairperson of the ESG Committee, Member of the HCC Committee

Alessandro Nasi started his career as a financial analyst in several banks, gaining experience at a division of UniCredit in Dublin, Ireland; PricewaterhouseCoopers in Turin, Italy; Merrill Lynch and JP Morgan in New York, U.S.A. He also worked as an Associate in the Private Equity Division of JP Morgan Partners in New York, U.S.A. Mr. Nasi joined the Fiat Group in 2005 as manager of Corporate and Business Development, heading the APAC division and supporting Fiat Group sectors in Asia Pacific. In 2007, Mr. Nasi was appointed Vice President of Business Development and a member of the Steering Committee of Fiat Powertrain Technologies. In 2008, he joined CNH in the role of Senior Vice President of Business Development and from 2009 to 2011 he also

served as Senior Vice President of Network Development. In January 2011, he was also appointed Secretary of the Industrial Executive Council of Fiat Industrial, continuing in the role of Executive Coordinator to the successor Group Executive Council of CNH until January 2019. In 2013 he was appointed President Specialty Vehicles, a role he held until January 2019. Mr. Nasi is a Director of EXOR N.V., Chairman of Comau, Director of Iveco Group and Chair of its ESG Committee and member of its HCC Committee. He is Chairman of Iveco Defence (an affiliate of Iveco Group) and Chairman of Astra Veicoli Industriali (an affiliate of Iveco Group). Since 2019, he is a member of the Advisory Board of the Lego Brand Group and since May 2023 he is Chairman of GVS S.p.A. In October 2022, he was appointed member of the Board of Istituto Italiano di Tecnologia and member of the Strategic Advisory Board of 3 Boomerang Capital LLC. Mr. Nasi obtained a degree in Economics from the University of Turin. Born in 1974, Italian citizenship.

Vagn Sørensen, Director (Non-Executive Director—Independent), Member of the Audit Committee

Vagn Sørensen was appointed Director of CNH in April 2020. He has spent the majority of his executive career in the aviation industry. After a 17-year career with Scandinavian Airlines, where he held the position of deputy CEO, from 2001 to 2006 he served as the CEO of Austrian Airlines. Following this, he has pursued a career as an Independent Director, primarily in the leisure, hotel and aviation sectors. His appointments, however, also encompass additional sectors including software development, telecommunications and heavy machinery. Mr. Sørensen can draw on over 20 years’ experience in private equity, primarily gained with EQT. Mr. Sørensen is currently Chairman of Vakantie Discounter, Big Bus Tours, Air Canada and Scandlines. He serves as an Independent Director on the Board of Royal Caribbean Cruises. He also sits on the Boards of Parques Reunidos and is a member of the Board of Trustees of the Rock’n Roll Forever Foundation. Mr. Sørensen has previously been the Chairman of F L Smidth A/S, SSP Group Plc, British Midland Airways, Scandic Hotels Group, Automic Software, Bureau van Dijk, KMD and Flying Tiger Copenhagen. He was a Member of the Supervisory Board of Lufthansa Cargo, Deputy Chairman of DFDS, Chairman of the Association of European Airlines, a Member of the Board of the International Air Transport Association (IATA) and was Chairman of TDC A/S, the Danish incumbent telecommunications operator. Mr. Sørensen attended the Aarhus Business School in Denmark, and obtained a Master of Science degree in Economics and Business Administration. Born in 1959, Danish citizenship.

Åsa Tamsons, Director (Non-Executive Director—Independent), Member of the Audit Committee

Åsa Tamsons is a Senior Vice President and Head of Business Area Enterprise Wireless Solutions at Ericsson where she is also a member of the Company's Executive Team. Ms. Tamsons primary focus is to establish Ericsson’s Enterprise Business and make 5G solutions pervasive in the enterprise segments. Ms. Tamsons’ business portfolio is focused on 5G based networking and security solutions to Enterprises. The business includes Cradlepoint – the US-based market leader in Wireless WAN Edge solutions serving 65,000+ enterprise customers around the world, Ericsson’s Private 5G Network business with products used by industry companies and the public safety sector, and an emerging enterprise security business offering unified SASE solutions to enterprises. Previously, between 2018-2023, Ms. Tamsons held the role as Head of Business Area Technologies and New Businesses at Ericsson, with focus on driving growth in new business areas and creating new revenue streams for Ericsson, with emphasis on SaaS and software centric connectivity offerings. Her business portfolio included Ericsson’s world-leading IPR & Licensing business, the global number portability leaders, iconectiv- and a number of growth businesses in the fintech, adtech, enterprise connectivity and security markets. Between 2018-2020, Ms. Tamsons was also responsible for Ericsson's Group Strategy, M&A and Corporate Venture Capital investments. Ms. Tamsons joined Ericsson as a Partner from McKinsey where between 2006-2017 she served tech, telecom and industrial companies around the world. She has worked across the world and during her career has been based in Stockholm, Paris, Singapore, San Francisco and Sao Paulo. Ms. Tamsons holds a Master of Science in Business Administration from the Stockholm School of Economics in Sweden. Born in 1981, Swedish citizenship.

Scott W. Wine, Chief Executive Officer (Executive Director)

Scott W. Wine is the Chief Executive Officer of CNH and an executive director on the Company's Board. Leading a workforce of circa 40,000 across the globe, Mr. Wine assumes complete accountability for the Company's results, whilst ensuring it delivers them in accordance with the highest ethical standards. His focus is on best supporting CNH's dealers and customers through a diverse and inclusive workforce, industry leading technology, exceptional safety and quality, and unmatched innovation. Mr. Wine has an exceptional track record as a proven leader, with both considerable international experience across a variety of industries, and extensive mergers and acquisitions expertise in the U.S., Europe and Asia. Prior to joining CNH in 2021, he was Chairman and CEO of Polaris Inc., a manufacturer of off-road vehicles, electric cars, motorcycles, snowmobiles and boats. He joined Polaris in 2008 as Chief Executive Officer and was named Chairman in 2013. In 2007, Mr. Wine joined UTC Fire and Security, a subsidiary of United Technologies Corporation, as President of Fire Safety America. From 2003 to 2007 he held positions of increasing importance across a range of Danaher Corporation companies, serving as President of Jacobs Vehicle Systems, a commercial truck braking systems manufacturer, from 2003 until 2006, when he became President of The VeederRoot Co., a manufacturer of fuel-tank measuring equipment. In 1996 Mr. Wine joined Allied Signal Corp, a US aerospace, automotive and engineering company. Following its 1999 acquisition of Honeywell, in 2001 Wine assumed the role of Managing Director of Honeywell Aerospace GmbH, based in Germany, before being appointed Vice President of the European Engine Services Division. From 1989 to 1996 he served as a supply officer in the United States Navy. Mr. Wine holds an MBA from the University of Maryland and a bachelor's degree from the United States Naval Academy. He serves on the Boards of US Bancorp (a NYSE-listed company) and the U.S. Naval Academy Foundation. Born in 1967, he holds American citizenship.

Board Practices

CNH is a company, incorporated under the laws of the Netherlands, initially formed from a business combination of Fiat Industrial S.p.A. and CNH Global N.V. consummated on September 29, 2013. On January 1, 2022, the On-Highway business, now known as Iveco Group, was separated from the Company and became a public listed company independent from the Company through a demerger under Dutch law. CNH qualifies as a foreign private issuer under the applicable rules of the SEC and its common shares are listed on the NYSE.

We are subject to, among other things, the laws of the Netherlands and the laws and regulations applicable to foreign private issuers in the U.S., the Dutch Corporate Governance Code (the "Dutch Code"), and the NYSE listing standards, which are of particular significance to our corporate governance. In accordance with the NYSE Listed Company Manual, we are permitted to follow home country practice with regard to certain corporate governance standards. In accordance with the article 3, paragraph 1 of the Dutch Decree on establishing further rules regarding the content of the annual report (Besluit van 23 december 2004 tot vaststelling van nadere voorschriften omtrent de inhoud van het jaarverslag, the Decree) (the “Board Report Further Content Decree”), in the Corporate Governance section of our Dutch Annual Report we include a statement relating to our compliance with the principles and best practices of the Dutch Code, including a description and motivation of deviations from the Dutch Code. The significant differences between our corporate governance practices and those required for domestic U.S. listed companies by the NYSE listing standards are described on our website.

The Board, as a one-tier board structure under Dutch law comprising of both executive directors and non-executive directors, has collective responsibility for the strategy of the Company. During 2023, the Board reviewed and discussed with management, among other things, the Company’s strategy, and the sustainable long-term value creation strategies of the Company’s Agriculture, Construction, and Financial Services segments and their deployment in the regions.

All Board members are expected to attend not less than 75% of all Board and Committee meetings. In addition, Non-Executive Directors are limited to being on not more than four (4) boards of other public companies.

The Board met five times during 2023. During 2023, all incumbent directors attended 75% or more of the meetings of the Board and committees on which they served. Overall attendance at Board meetings was 98%.

At this time, we do not have a policy regarding the Board members’ attendance at annual general meetings of shareholders. Directors followed the 2023 Meeting via live webcast.

Board Composition and Leadership Structure

The positions of Chief Executive Officer and executive Chair of the Board are held by two different individuals (Scott W. Wine and Suzanne Heywood, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chair provides advice to and exercises executive oversight of management. The Board appointed Mr. Vagn Sørensen as Senior Non-Executive Director, the non-executive chair for purposes of Section 2:129a(1) of the Dutch Civil Code and best practice provision 5.1.3, and in compliance with best practice provision 2.1.9, of the Dutch Code. The Senior Non-Executive Director is responsible for the proper functioning of the Board and its Committees.

The non-executive directors believe that in consideration of the size of the Company, the complexity and specific characteristics of the segments in which it operates, and the worldwide presence of its business, an adequate and diversified mix of skills, experience and cultures and other diversity factors are necessary prerequisites to achieve a Board having the appropriate diversification and collegial capabilities, also assured by an appropriate balance between the number of executive directors and non-executive directors. Independent Directors – identified as such both pursuant to NYSE and Dutch Code provisions – have an essential role in protecting the interests of all stakeholders and in the proper composition and functioning of the Board Committees, further described below. It is generally recognized that more diverse boards are more effective in performing their monitoring and advisory activities, due to the variety of professional experience, perspectives, insights, skills, and connections to the outside world that diversity can add. Accordingly, the Board will continue to actively seek diverse candidates for possible appointment to the Board. In 2023, the Board adopted a Policy on Diversity and Inclusion as required by the Dutch Code. The Policy provides that in light of the size of the Company, the complexity and specific characteristics of the segments in which it operates and the geographic distribution of its businesses, the Board should be composed of individuals with skills, experience, and cultural background, both general and specific, acquired in an international environment and relevant to an understanding of the macro-economy and global markets, more generally, as well as the industrial and financial sectors, more specifically. An appropriate and diversified mix of skills, professional backgrounds, and diversity factors (inclusive of age, nationality, religious or personal beliefs, political opinion or belonging to other protected groups) are fundamental to the proper functioning of the Board as a collegial body.

The ESG Committee periodically assesses the skills, experience and other attributes of the individual Directors with a view toward ensuring an appropriate level of diversity and ensuring the Directors have the necessary expertise to fulfill their respective duties. In 2023, the ESG Committee conducted such an assessment in connection with its evaluation of candidates to be recommended to the Board for nomination of (re)appointment as a Director.

Board Diversity

Our director nominees exhibit a diversified mix of skills, experience, cultures, diversity and perspectives:


GENDER DIVERSITY	BOARD REFRESHMENT	INDEPENDENCE
	2023: Elizabeth Bastoni 2023: Richard J. Kramer 2022: Karen Linehan 2021: Scott W. Wine
AVERAGE TENURE:(1)		AVERAGE AGE:(1)
3.5 YEARS		54 YEARS

(1) As of the date of this Notice of Meeting and Proxy Statement.

DIVERSE AND BALANCED MIX OF ATTRIBUTES AND EXPERIENCE



GLOBAL EXPERIENCE	CEO / LEADERSHIP	CORPORATE GOVERNANCE / BOARD OF DIRECTORS EXPERIENCE	FINANCE & ACCOUNTING
100%	78%	89%	78%



GOVERNMENT & REGULATORY AFFAIRS	RISK MANAGEMENT	TECHNOLOGY & INNOVATION	INDUSTRY
44%	56%	56%	78%

Board’s Role in Risk Oversight

The Board believes that Risk management is integral to the achievement of its long-term business plan. The Board, directly and through its committees, is responsible for monitoring risks that affect CNH.

CNH’s Enterprise Risk Management (“ERM”) framework is designed to assist in the identification, evaluation and prioritization of business risks (including environmental, social, and governance risks), followed by a coordinated and balanced application of resources to minimize, monitor, and control the probability or impact of adverse events or to maximize the realization of opportunities. CNH’s ERM processes are aligned with the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) published framework, as well as the principles of the Dutch Code, further adapted for specific business requirements by incorporating Company management knowledge and best practices identified by third-party risk consulting firms. CNH’s ERM framework has identified 43 primary enterprise risks, further broken down into 134 specific risk drivers. Primary risk drivers include a number of significant topics, such as business strategies and operations, competitive factors, social responsibility and environmental issues, and regulatory compliance. The process follows a bottom-up analysis starting at the business unit level, with risk survey completion by business and function leaders worldwide, followed by cross-functional reviews, one-on-one interviews with the Global Leadership Team, presentations and risk assessment discussions with the Audit Committee of the Board, and review and discussion with the Board. Direct feedback received from each of these layers up to and including the Board is then used to identify and develop risk mitigation activities as necessary within the business or functional area, which are deployed by management.

Board Committees

Our Board has established an Audit Committee, a HCC Committee and an ESG Committee. Members serve on these committees until their resignation or until otherwise determined by our Board.

Audit Committee

Our Audit Committee currently consists of Ms. Linehan (Chairperson), Mr. Kramer, Mr. Sørensen and Ms. Tamsons, all of whom are independent, non-executive directors. Under the Audit Committee Charter, the Audit Committee is elected by the Board and is comprised of at least three members who may be appointed for terms of up to two years, each of whom must be a non-executive director. Member of the Audit committee may be reappointed. Audit Committee members are also required (i) not to have any material relationship with the Company or to serve as auditors or accountants for the Company, (ii) to be “independent”, under the NYSE rules, Rule 10A-3 under the Exchange Act and the Dutch Code, and (iii) to be “financially literate” and have “accounting or selected financial management expertise” (as determined by the Board). At least one member of the Audit Committee shall be a “financial expert” as defined in the rules of the SEC and best practice provisions of the Dutch Code. Our Board has determined that Richard Kramer, Vagn Sørensen and Åsa Tamsons are audit committee financial experts. No Audit Committee member may serve on more than two audit committees for other public companies, absent a waiver from the Board. Unless decided otherwise by the Audit Committee, the independent auditors of the Company, as well as the Chief Financial Officer of the Company, attend its meetings.

The Audit Committee is responsible for, among other things, assisting the Board’s oversight of: (i) the integrity of the Company’s financial statements, (ii) the Company’s policy on tax planning, (iii) the Company’s financing, (iv) the Company’s application of information and communication technology, (v) the systems of internal controls that management and the Board have established, (vi) the Company’s compliance with legal and regulatory requirements, (vii) the Company’s compliance with recommendations and observations of internal and external auditors, (viii) the Company’s policies and procedures for addressing certain actual or perceived conflicts of interest, (ix) the independent auditors’ qualifications, independence, remuneration and any non-audit services for the Company, (x) the performance of the Company’s internal audit function and of the independent auditors, (xi) risk management guidelines and policies, and (xii) the implementation and effectiveness of the Company’s ethics and compliance program. The Company has established a separate department for the internal audit function and the head of the internal audit function reports to the Audit Committee, which reviews and approves the annual internal audit plan.

During 2023, the Audit Committee, reviewed and discussed the annual and quarterly financial statements (and the independent auditors’ review or audit thereof), the key risks and controls relating to the Company’s information systems including cybersecurity, the appropriateness and completeness of the Company’s system of internal control, the performance of the Company’s internal audit function, the performance of the Company’s independent public auditors, legal matters facing the Company, and the implementation and effectiveness of the Company’s ethics and compliance program.

The Audit Committee met eight times during 2023. Overall attendance at The Audit Committee meetings was 96%.

The Charter for the Audit Committee is available on our web site (www.cnh.com).

HCC Committee

Our HCC Committee currently consists of Ms. Bastoni (Chairperson), Mr. Buffett and Mr. Nasi. All the members of the HCC Committee are non-executive directors and all, other than Mr. Nasi, meet the requirements of independence in the current NYSE and SEC rules and regulations and the Dutch Code.

The HCC Committee is responsible for, among other things, assisting the Board in: (i) determining executive compensation consistent with the Company’s Remuneration Policy, (ii) reviewing and recommending for approval the compensation of executive directors, (iii) administering equity incentive plans and deferred compensation benefit plans, (iv) discussing with management the Company’s policies and practices related to compensation and issuing recommendations thereon, (v) talent development/talent management and succession plans for the Global Leadership Team, (vi) the Company’s policies and initiatives related to equal employment opportunity, as well as diversity, equity and inclusion, and (vii) the Company’s programs designed to measure and improve overall employee engagement.

The HCC Committee met five times during 2023. Overall attendance at The HCC Committee meetings was 92%.

The Charter for the HCC Committee is available on our web site (www.cnh.com).

Compensation Committee Interlocks and Insider Participation

During 2023, no member of our HCC Committee was an employee or officer or former officer of CNH or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the Board or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our HCC Committee during 2023.

ESG Committee

Our ESG Committee currently consists of Mr. Nasi (Chairperson), Ms. Bastoni, and Mr. Buffett. All members of the ESG Committee are non-executive directors and all, other than Mr. Nasi, meet the independence in the current NYSE and SEC rules and regulations

and the Dutch Code.

The ESG Committee is responsible for, among other things, assisting the Board with: (i) the identification of the criteria, professional and personal qualifications for candidates to serve as directors of the Company, (ii) periodic assessment of the size and composition of the Board, (iii) periodic assessment of the functioning of individual Board members and reporting on this to the Board, (iv) proposals for appointment of executive and non-executive directors, (v) supervision of the selection criteria and appointment procedure for senior management, (vi) overseeing and evaluating the policies, procedures, and practices related to the environment health and safety of Company employees, (vii) monitoring and evaluating reports on the Company’s sustainable development policies and practices, management standards, strategy, performance and governance globally, and (viii) reviewing, assessing and making recommendations as to strategic guidelines for sustainability-related issues, and reviewing the Company’s annual Sustainability Report.

The ESG Committee met five times during 2023. Overall attendance at the ESG Committee meetings was 88%.

The Charter for the ESG Committee is available on our web site (www.cnh.com).

Code of Ethics

Our Board has adopted a Code of Conduct which is applicable to all employees, officers and directors, including our principal executive officer, principal financial officer and the principal accounting officer and controller. Our Code of Conduct is intended to meet the definition of “code of ethics” under the SEC rules and regulations. We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or in public filings. Our Code of Conduct is posted on our website, www.cnh.com, and may be found as follows: from our main page, first click on “Our Company”, then on “Governance” and then on “Code of Conduct.”

Family Relationships

There are no family relationships between the officers and directors of the company.

Legal Proceedings Involving Officers and Directors

None.

Shareholder Engagement

As an international company, with a global shareholder base, we believe that it is important for us to understand and consider the diverse views of our shareholders and other stakeholders. Through various forms and levels of engagement, we solicit input from shareholders. CNH remains committed to maintaining an ongoing dialogue with our major stakeholders and reaching out to shareholders to consider their views.

Communications with the Board

The Company encourages shareholders and other interested persons to communicate with members of the Board. Any person who wishes to communicate with a particular director or the Board as a whole, including the Chair or Senior Non-Executive Director or any other independent director, may write to those directors in care of Corporate Secretary, CNH Industrial N.V., Cranes Farm Road, Basildon, Essex SS14 3AD United Kingdom. The correspondence should indicate the writer’s interest in the Company and clearly specify whether it is intended to be forwarded to the entire Board or to one or more particular directors. The Corporate Secretary will forward all correspondence satisfying these criteria.

Hedging Policies

Our Insider Trading Policy describes our policies with respect to the trading of our equity securities and applies to our directors, officers, other employees and members of the households and immediate family members of any of our directors, officers and other employees (collectively, the “Insiders”). Under the Insider Trading Policy, Insiders and any person acting on their behalf are prohibited from purchasing any financial instruments (such as prepaid variable forward contracts, equity swaps, collars or exchange funds) or otherwise engaging in any transactions that hedge or offset any decrease in the market value of the our equity securities or limit our equity securities’ holders ability to profit from an increase in the market value of our equity securities. Because a margin or foreclosure sale may occur at a time when the Insider is aware of material nonpublic information or otherwise are not permitted to trade in our equity securities, Insiders are prohibited from holding our equity securities in a margin account or pledging our equity securities as collateral for a loan.

Shareholder Recommendation of Board Nominees

As a foreign private issuer, the Company is permitted to follow home country practice. Further, the Company's common shares and

special voting shares are exempt from the proxy rules under the United States Securities Exchange Act of 1934, as amended.

Compliance with Section 16(a) of the Exchange Act

As a foreign private issuer, CNH Industrial, is not subject to Section 16(a) of the Exchange Act.

Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion & Analysis (“CD&A”) provides our shareholders and other stakeholders with information about CNH’s performance, compensation framework, compensation decisions and associated governance for our Named Executive Officers (“NEOs”) in 2023. Notwithstanding its status as a foreign private issuer, CNH, as part of a commitment to transparency and shareholder engagements, has voluntarily chosen to include a CD&A that combines the disclosures required under Dutch law and the Dutch Code in the remuneration section of our annual report, with the disclosure of information required of U.S. domestic filers (for example, the compensation of certain executive officers who are not members of our Board).

Scott W. Wine

Oddone Incisa

Derek Neilson

Stefano Pampalone

Marc Kermisch

Chief Executive Officer

Chief Financial Officer

President, Agriculture

President, Construction

Chief Digital and Information Officer

(“CEO”) (Executive Director on the Board of CNH)

(“CFO”)

Table of Contents

•Year in Review

◦Performance Highlights

◦Aligning Pay and Performance

◦CEO Compensation

•Compensation Design

◦Compensation Philosophy

◦Strategic Alignment

◦Compensation Framework

◦Compensation Policies and Practices

•Compensation Governance

◦Role of the HCC Committee

◦Use of Market Data

◦Compensation Risk

•2023 Compensation Decisions and Outcomes

◦Base Salary

◦Annual Cash Incentives

◦Equity Incentives

◦Benefits

•Additional Information

◦HCC Committee Report

◦Executive Compensation Tables

◦Benefits

◦Potential Payments upon Termination or Change in Control

◦Fiscal 2023 Pay versus Performance (PvP)

◦Fiscal 2023 Pay Ratio

◦Compensation of Directors

◦Disclosures According to Dutch Civil Code and Dutch Corporate Governance Code

NEO 2023 TARGET DIRECT COMPENSATIONv2.jpg


Annual Bonus			2023 Equity Awards
Based 100% on corporate performance for CEO; based on a combination of corporate and individual performance for other NEOs			CEO target equity awards are delivered 75% in Performance Share Units (“PSUs”) and 25% in Restricted Share Units (“RSUs”); other NEOs equity awards are delivered 67% in PSUs and 33% in RSUs
Corporate performance assessed based on Consolidated Adjusted EBIT Margin %, Consolidated Revenue @CC $, Cash Conversion Ratio %, CO2 Emissions %, and Accident Frequency Rate			Corporate performance for PSUs assessed based on Cumulative Adjusted Diluted Earnings Per Share (EPS), Average Industrial Return on Invested Capital (RoIC), and Cumulative Relative Total Shareholder Return (TSR)
			Awards vest following a three-year performance and/or service period

Year in Review

Performance Highlights

In its second full year as a pure-play agriculture and construction business, the Company delivered record full year revenue and EBIT margins across both Agriculture and Construction segments, while the Financial Services segment achieved a record receivable portfolio balance and segment net income, bringing the consolidated company to achieve record net income and earnings per share. Headwinds from a slowing agriculture cycle, higher interest rates, and commodity price fluctuations created lower demand in some key markets, especially in South America. Given these conditions, the Company has been proactive in taking actions to drive cost reductions in the production system, initiated a comprehensive reduction plan to reduce selling, general, and administrative (SG&A) expenses, and drove margin expansion through disciplined commercial execution. Tireless efforts to simplify the company, expand through-cycle margins, and integrate world-class technology with great iron drives operational excellence. Furthermore, the Company prioritized investments in quality improvement and network development. Even in this challenging year, the Company returned an unprecedented $1.2 billion to shareholders through dividends and share repurchases.

The Company also continues to integrate recent acquisitions and is sustaining elevated investments in R&D relative to prior years, seeking to further its technological advancements and reaffirm a commitment to digital integration and enhancement. The Company launched 72 new products in 2023 and won several significant industry awards including the only Gold Innovation Medal at Agritechnica, seven AE50 awards from the American Society of Agricultural and Biological Engineers, and four Good Design awards. Additionally, the Company placed in the top 5% of over 9,000 companies rated in S&P’s Global Corporate Sustainability Assessment and took second place overall in the Dow Jones World Index in the machinery and electric component category.

Over the last three years, under the leadership of CEO Scott Wine, the Company has achieved strong revenue growth (80th percentile) and net income (90th percentile) relative to companies in both the S&P 500 and S&P 500 Industrials indexes. The Company’s rating was also raised in 2023 to BBB+ by S&P Global Ratings. These results, and the momentum generated for future business cycles, position the Company to continue creating value for shareholders, dealers, end customers, and team members.

Aligning Pay and Performance

The Company’s business strategy includes enhancing culture, continuously improving productivity, and relentlessly innovating to drive profitable growth for customers, employees, shareholders, and all stakeholders. CNH’s compensation program is designed to motivate employees to execute this strategy.

Based on the Scorecard summarized below and detailed further in the balance of this CD&A, the payout factors in respect to 2023 performance was 90.7% of target for the Company Bonus Plan and 183.3% of target for the PSU portion of the 2021-2023 Long-Term Incentive Plan.


2023 Company Bonus Plan Measure	Weight	Target	Actual	Actual vs. Target	Weighted Payout Factor
Consolidated Adjusted EBIT Margin %	40%	12.7%	13.1%	Exceeded Target	45.0%
Consolidated Revenues @ CC(1) ($M)	20%	$25,418	$24,651	Below Target	16.6%
Cash Conversion Ratio %	20%	70.0%	52.6%	Below Threshold	0.0%
CO2 Emissions %	10%	-30.0%	-35.5%	Exceeded Target	20.0%
Accident Frequency Rate(2)	10%	0.141	0.100	Exceeded Target	9.0%(3)
Company Performance Payout Factor		100.0%			90.7%

(1)At constant currency.

(2)Accident Frequency Rate has a declining goal value for maximum payout, so a value lower than target indicates that the achievement level exceeded target.

(3)Discretionary downward adjustment made in Accident Frequency Rate Weighted Payout Factor.

2021-2023 Long-Term Incentive Plan Measures

Weighting

Target

Actual

Actual vs. Target

Weighted Payout Factor

Cumulative Adjusted Diluted Earnings per Share (EPS)

50%

$2.09

$4.44

Exceeded Target

100.0%

Average Industrial Return on Invested Capital (RoIC)

50%

10.1%

18.9%

Exceeded Target

100.0%

2021 Relative Total Shareholder Return (TSR)

+/-25% Modifier, weighted at 33%

Ranked at Peer Group Median

Ranked 1st in Peer Group

Exceeded Target

125%

2022 - 2023 Cumulative Relative Total Shareholder Return (TSR)

+/-25% Modifier, weighted at 67%

Ranked at Peer Group Median

Ranked 13th in Peer Group

Below Target

75%

Company Performance Payout Factor

100.0%

183.3%

CEO Compensation

Mr. Wine was appointed as CEO of CNH in 2021 and his target compensation is fixed for a period of five years, with all at-risk variable pay earned based on quantitative, objective, and quantifiable company performance. 90% of Mr. Wine’s target compensation is variable in nature, with 70% of his target compensation coming in equity grants that must be held for a minimum of five years following the date of grant, further solidifying long-term shareholder alignment.

In 2021, Mr. Wine purchased 200,000 common shares of the Company and purchased an additional 150,000 shares in 2022. He held 100% of the 289,119 shares that vested in 2022 and the 289,120 shares that vested in 2023 from LTI grants, electing to pay 1.98 million in cash to cover tax withholding in lieu of selling shares in both 2022 and 2023. In December 2023, he invested an additional $5.54 million under the company’s nonqualified deferred compensation plan. The Company’s share ownership guidelines and executive compensation practices ensure that this alignment with shareholders’ interests will continue over time. Mr. Wine’s share ownership significantly exceeds the threshold required by the guidelines, and investment of his own money in the Company’s stock demonstrates the alignment between Mr. Wine’s and the shareholders’ interests during his tenure.

Mr. Wine’s annual and long-term incentive payouts are based primarily on company performance payout factors, which are comprised of objective quantitative performance goals. Based on the achievements summarized above and detailed further in the CD&A, Mr. Wine earned an annual incentive equivalent to 90.7% of target and a PSU equivalent to 183.3% of target in 2023.

Compensation Design

Compensation Philosophy

CNH has a pay-for-performance culture that drives long-term value creation. Market-competitive pay is offered to recruit, motivate, and retain talent. Challenging strategic goals, aligned with the industry’s cyclical nature, are set to reinforce a commitment to profitable growth, the environment, and sustainability. Executive compensation is highly variable, rewards performance, and aligns with stakeholder interests. Share ownership guidelines build long-term commitment and alignment with shareholders.

The compensation philosophy and programs are designed to instill a strong performance culture through pay for performance, rigorous performance management, and incentives aligned with company goals. The policy is reviewed and updated on a consistent basis to focus on shareholder value creation, ensure alignment with stakeholder interests, perform comparisons against key competitors, and reference market best practices related to compensation design.


Principle			How we achieve this at CNH
Pay for Performance			Compensation is based on merit, considering Company performance, individual performance, and promotion of Company values. A majority of NEO compensation is delivered through short and long-term at-risk elements.
Provide Competitive Compensation			Compensation levels are set to be competitive relative to a clearly defined, comparable, market-reference peer group targeting a median revenue broadly aligned with the Company.
Support Business Strategy & Goal Alignment			Compensation is linked to achievement of goals that align with our objectives.
Ensure Business Cycle Alignment			Driving toward alignment with other companies in the industry given the cyclical nature of agriculture and construction businesses.
Commitment to Sustainability			ESG-centric quantitative metrics are incorporated into bonus calculations for salaried participants. LTI participants have sustainability components tied to individual performance goals. Engagement surveys are conducted regularly covering the salaried population, with strategic adjustments and actions taken following results.
Align with Stakeholders’ Interests			Performance goals align with the interests of our shareholders and other stakeholders. LTIs are delivered in Company stock, with PSUs subject to a relative TSR modifier. Shareholder ownership guidelines reinforce long-term thinking and a focus on sustainable value creation.


Principle			How we achieve this at CNH
Comply with Regulations & Policies			Incentive-based compensation paid to executive officers are subject to the Company’s Compensation Recovery Policy.
Support Share Ownership			Members of the Global Leadership Team (GLT) are subject to share ownership guidelines. Discretionary LTI awards are granted to select individuals in the talent pipeline and technical functions, representing over 35% of participants.

Strategic Alignment

Five priorities underpin the Company’s strategic roadmap and are reflected across our compensation programs. The measures impacting compensation programs, especially regarding annual bonus and PSU awards, seek to align NEO compensation with a commitment to drive results for all stakeholders.

Strategic Priorities

Customer Inspired Innovation

Technology Leadership

Brand & Dealer Strength

Operational Excellence

Sustainability Stewardship

Financial Measures

Annual Bonus

Consolidated Adjusted EBIT Margin %

Measures success in optimizing productivity and focuses on profitable product and services sales mix

Consolidated Revenues @ Constant Currency $

Measures success in boosting customer demand for our products

Cash Conversion Ratio %

Measures success in working capital management and encourages informed capital expenditure decision-making

PSUs

Cumulative Adjusted Diluted EPS

Measures success in delivering bottom-line earnings

Average Industrial Return on Invested Capital

Measures success in efficiently using capital

Cumulative Relative TSR

Measures success in delivering superior market returns

Environmental, Social, & Governance (“ESG”) Measures

Annual Bonus

CO2 Emissions %

Measures success in promoting energy efficient operations

Accident Frequency Rate

Measures success in improving workplace safety and encourages accountability for preventative action

Compensation Framework

The following table summarizes the fundamental purpose and features of our core compensation elements for our NEOs in 2023.


2023 Target Compensation Mix
Element and Purpose	CEO	Other NEOs(1)	Key Features and Pay for Performance Rationale
Base Salary Attract and retain well-qualified executives; provide sufficient fixed pay to discourage inappropriate risk- taking.			Fixed cash compensation Set based on the NEO’s role, market data, skills, geographic scope, and prior experience


2023 Target Compensation Mix
Annual Bonus Focus and drive near-term business priorities; motivate achievement of objectives critical to annual operating and strategic plans, safety, and sustainability.									At risk variable cash compensation No change from 2022 Earned based on achieving quantifiable performance objectives For any incentive to be earned, a minimum level of Consolidated Adjusted EBIT Margin % must be achieved No guaranteed minimum Threshold provides for 30% of the target opportunity Maximum capped at 200% of the target opportunity CEO’s incentive is based 100% on Company performance; other NEOs’ incentives are based on a combination of Company performance and an individual performance modifier range of 0%-125% Subject to the Compensation Recovery Policy (clawback)(2)
Long-Term Equity Incentives Encourage achievement of long-term strategic objectives; encourage stock ownership and retention; motivate sustainable value creation; align NEOs’ interests with those of shareholders.									Incentive linked to long-term value creation No change from 2022 in mix of awards, vesting schedule, and maximum payout levels, adjusted 2023-2025 thresholds per market practice Combination of PSUs (75% CEO; 67% other NEOs) and RSUs (25% CEO; 33% other NEOs) At-risk variable PSUs earned based on achievement of quantifiable performance objectives, with the maximum number of shares that can be earned capped at 200% of target CEO awards subject to five-year holding period from the date of grant Subject to the Compensation Recovery Policy (clawback)(2)
Benefits and Contractual Agreements Attract and retain well- qualified leaders by providing post-employment security and other benefits.									See Benefits Summary table by NEO in the Benefits Section Alignment with local market norms extended to other employees Certain provisions and contractual terms for certain Global Leadership Team members

(1)“Other NEOs” column reflects the average for the non-CEO NEOs calculated in local currency.

(2)No variable remuneration has been clawed-back, and no variable remuneration has been adjusted retroactively from Executive or Non-Executive Directors or Other NEOs as no relevant occurrence was identified.

Compensation Policies and Practices

The compensation framework is supported by various Company policies and practices that further support the compensation philosophy and reflect CNH’s high corporate governance standards. The policies also reflect the global nature of the executive leadership team and are designed to align with local market norms where relevant.


Set challenging performance targets with pre-determined stretch goals set at the beginning of the performance period
Pay for performance, balancing short- and long-term time horizons, conducting scenario analyses to assess alignment
Deliver the majority of NEO compensation in the form of at-risk, performance-based pay
Maintain robust share ownership guidelines
Apply a clawback policy to all incentive pay
Consider pay ratios when establishing NEO compensation
Operate a simple, transparent structure with goals, values and performance management that cascades through the Company
Double trigger equity treatment applies on a change in control
Apply a five-year holding period to CEO equity awards from the date of grant
Encourage prudent risk taking and design programs that do not encourage unnecessary or excessive risk


Apply caps to incentive payouts (200% of target) and permit no payout for performance below threshold
Prohibit guaranteed compensation and loans for NEOs
Avoid excessive compensation practices
Engage with our shareholders to inform decision making

Compensation Governance

Role of the HCC Committee

The Human Capital & Compensation Committee (the "HCC Committee") is comprised of three directors, two of whom are independent; independence of all the members of the Committee is not required per foreign private issuer status. The directors are responsible for oversight of executive compensation, the Company’s remuneration policy, compensation of non-executive directors, and broader human capital management matters, in accordance with Dutch laws and the Dutch Corporate Governance Code (the "DCGC").

In undertaking its role, the HCC Committee has continued interaction with the CEO, Executive Chair, and other members of the Global Leadership Team, including the Chief Human Resources Officer (the “CHRO”) and Head of Total Rewards. No individual is present when the HCC Committee considers and discusses matters concerning such individual’s compensation. The Company also engages a compensation consultant, WTW, who routinely provides support to the HCC Committee upon request, across a broad range of compensation matters, inclusive of peer group development, market benchmarking, and incentive compensation design. The HCC Committee invites WTW to attend meetings at the Committee’s discretion.

Use of Market Data

The Company periodically benchmarks its executive and NEO compensation programs utilizing a pre-approved peer group. In 2022, the HCC Committee approved a revised peer group, reflective of CNH’s size and primary industry classification (the “2022 Compensation Peer Group”). The Company has retained the same peer group for 2023 (the “2023 Compensation Peer Group”).

Although CNH is headquartered in the U.K., the U.S. market has a prominent impact on the business. This is evidenced by a strong commercial presence in the U.S., robust returns generated by such presence, a high concentration of peer companies and competitors in the U.S., relevant talent markets, and nationalities represented in the leadership team. Accordingly, the compensation peer group appropriately reflects this reality.

As in 2022, the 2023 Compensation Peer Group is comprised of a combination of companies based in the U.S. and Europe with a view to positioning CNH around the median of key financial scoping criteria, primarily revenue and market capitalization. When the current Compensation Peer Group was approved by the HCC Committee in 2022, the Company ranked at the 46th percentile on projected 2022 revenue, and the 38th percentile on market capitalization amongst its peers.

Compensation Peer Group


Ticker	Company	European Listed Companies	U.S. Listed Companies
ACS	ACS(1)	X
AGCO	AGCO Corporation		X
ALO	Alstom SA	X
CAT	Caterpillar Inc.		X
CON	Continental Aktiengesellschaft	X
CMI	Cummins Inc.		X
DE	Deere & Company		X
GD	General Dynamics Corporation		X
ITW	Illinois Tool Works Inc.		X
KGX	KION GROUP AG	X
PCAR	PACCAR Inc		X
PH	Parker-Hannifin Corporation		X
SAND	Sandvik AB	X
VOLV.B	AB Volvo	X
WAB	WABTEC(2)		X

(1)Actividades de Construcción y Servicios, S.A.

(2)Westinghouse Air Brake Technologies Corporation

When benchmarking compensation for the NEOs other than Mr. Wine, the Company considers a combination of available data provided by its consultant, WTW, and internal resources. Similar principals are used in identifying survey peers based on size and industry applicability. In assessing compensation levels, the Company primarily references median figures, considering various factors, such as location, scope of role, and experience in setting individual NEO pay relative to median.

Compensation Risk

The Company is committed to maintaining and enhancing a culture focused on integrity and accountability. The Company has adopted several policies, including those detailed below, that reflect organizational culture and compensation principles of aligning executives’ interests with long-term shareholder value creation and encouraging prudent risk taking. Additionally, the compensation tool used to allocate and distribute bonus and LTI awards to participants has internal safeguards, like preventative budget caps for teams and functions, to provide live audits of compensation practices. Furthermore, an internal risk analysis analyzing multiple variable compensation components was completed and validated for thoroughness by an external consultant, and control procedures have been reviewed and validated by external auditors. We have concluded that CNH’s executive compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Share Ownership Requirements

NEOs are subject to robust stock ownership guidelines, which require them to build up an interest in CNH stock over time as summarized below.


Minimum Requirements			CEO: five-times base salary with an interim milestone of two and a half-times base salary as of December 31, 2022 Other NEOs: three-times base salary
Time Horizon			Within five years of policy implementation (2021) or a NEO’s date of appointment as applicable
Covered Equity Interests			Beneficially owned shares or shares in which the executive has a beneficial interest, e.g. owned by a spouse Unvested awards do not count towards the requirement
Retention Requirement			The CEO must hold vested shares for five years from grant date Other NEO’s must hold 50% of net shares following vesting until the share ownership requirement is met

At the end of 2023, all NEOs were progressing towards their share ownership requirement within the permitted five-year time horizon or in compliance with their respective share ownership requirement.

Compensation Recovery Policy

The Company’s compensation recovery policy (the “Compensation Recovery Policy”) was adopted effective November 2, 2023, in accordance with SEC requirements and the NYSE listing standards. The Compensation Recovery Policy authorizes the Company to recover, or “clawback,” certain incentive compensation erroneously awarded predicated upon achieving financial results and the financial results are subsequently subject to an accounting restatement.


Covered Employees			All current or former executive officers.
Triggering Events			An accounting restatement resulting from material noncompliance with financial reporting requirements under securities laws.
Covered Compensation			Any compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, where Financial Reporting Measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.
Time Horizon			Incentive compensation received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement.

No recovery of incentive compensation was warranted under any of the Company’s incentive plans during 2023.

2023 Compensation Decisions and Outcomes

The following sections detail NEO compensation and incentive outcomes for 2023.

Base Salary

As previously disclosed, the CEO’s target compensation, including his base salary, is fixed for the five-year duration of his employment agreement.


NEO	2022 Base Salary (USD) (1)	2023 Base Salary (USD) (1)	Increase
Scott W. Wine	1,700,000	1,700,000	−
Oddone Incisa	681,219	708,468	4.0%
Derek Neilson(2)	584,116	636,686	9.0%
Stefano Pampalone	556,200	575,667	3.5%
Marc Kermisch(2)	500,000	525,000	5.0%

(1)The base salaries of Messrs. Incisa, Neilson, and Pampalone are converted to U.S. dollars at the 2023 full year average exchange rate for both 2022 and 2023 for a constant currency comparison per the following table:


NEO	Local Currency	2023 Average Exchange Rate
Oddone Incisa	EUR	1.0813
Derek Neilson	GBP	1.2428
Stefano Pampalone	CHF	1.1124

(2)Relatively higher salary increases reflect strong performance and the Iron/Digital integration.

Annual Cash Incentives

The NEOs’ annual variable compensation, delivered under the Company Bonus Plan (the “CBP”), is contingent on the achievement of pre-established, rigorous financial measures and other designated performance objectives, including ESG-related key performance indicators (“KPIs”). The goals of the incentive plan align with the Company’s five strategic priorities, which in addition to customer service, emphasize safety, quality, delivery, and profitability for all stakeholders. Awards under the CBP are subject to our Compensation Recovery Policy.

TARGET BONUS OPPORTUNITY

COMPANY PERFORMANCE

INDIVIDUAL PERFORMANCE

EARNED BONUS

75% - 200% of year-end salary

0% - 200% of target

CEO: N/A (1)

Other NEOs: 0% - 125% of target

To earn any bonus, a threshold hurdle rate of Consolidated Adjusted EBIT

Margin % must be achieved

Subject to an overall cap of 200% of target

(1)No subjective discretion by the Board in determining the outcomes of the CEO’s bonus, in alignment with Company policy developed in reference to the Dutch Corporate Governance Code (DCGC) at the time of hiring.

The HCC Committee approved the 2023 compensation design with reference to CNH’s strategic priorities, communicated goals, and market practices. With respect to annual bonuses, a threshold hurdle rate of Consolidated Adjusted EBIT Margin % must be achieved. Company performance is assessed based on three financial performance measures and two ESG measures, with established threshold, target, and maximum goals. Achieving threshold performance earns 30% of the target opportunity, and maximum performance earns 200% of the target opportunity.


2023 CBP Measures(1)	Weight	Definition
Consolidated Adjusted EBIT Margin %	40%	Consolidated Adjusted EBIT divided by Consolidated Revenues, pay out will only occur if result is at or above 70% of target
Consolidated Revenues @ CC ($M)	20%	Consolidated Revenues in constant currency
Cash Conversion Ratio %	20%	Free Cash Flow of Industrial Activities divided by Adjusted Net Income
CO2 Emissions %	10%	Reduction in emissions versus 2018, measured as percentage change in tons of CO2 emissions per hours of production in manufacturing
Accident Frequency Rate	10%	Number of injuries divided by the number of hours worked multiplied by 100,000

(1)CNH adjusts U.S. GAAP financial measures for purposes of financial performance measure to ensure the results properly reflect management contributions.

CBP Outcomes

The following goals and achievements applied for 2023, with the HCC Committee approving a Company performance payout factor of 90.7% of target.


Measure(1)	Weight	Threshold	Target	Maximum	Actual	Actual vs. Target	Weighted Payout Factor
Consolidated Adjusted EBIT Margin %	Hurdle(2)	8.9%	N/A	N/A	13.1%	Exceeded	N/A
Consolidated Adjusted EBIT Margin %	40%	11.1%	12.7%	15.9%	13.1%	103.1%	45.0%
Consolidated Revenues @ CC ($M)	20%	$22,241	$25,418	$29,231	$24,651	97.0%	16.6%
Cash Conversion Ratio %	20%	59.5%	70.0%	105.0%	52.6%	75.1%	0.0%
CO2 Emissions %	10%	-28.5%	-30.0%	-34.5%	-35.5%	118.3%	20.0%
Accident Frequency Rate(3)	10%	0.148	0.141	0.120	0.100	129.1%	9.0%(4)
Company Performance Payout Factor	100%	30%	100%	200%	-	-	90.7%

(1)CNH adjusts U.S. GAAP financial measures for purposes of financial performance measures to ensure the results properly reflect management contributions.

(2)If this hurdle level of Consolidated Adjusted EBIT Margin is not achieved, no annual cash incentive will be paid regardless of the level of performance achievement in respect to the other measures.

(3)Accident Frequency Rate has a declining goal value for maximum payout, so a value lower than target is an exceeds target achievement.

(4)Discretionary downward adjustment made in Accident Frequency Rate Weighted Payout Factor.

While the CEO is only subject to the company performance factor and any negative discretion applied by the HCC Committee, other NEOs’ awards are also subject to an individual performance factor, which can range from 0% - 125%, based on achievements against previously determined performance goals. Following an assessment of individual performance during 2023, the HCC Committee approved individual performance factors ranging from 100% - 110% of target.

The table below summarizes the resulting annual cash incentives in U.S. dollars earned by the NEOs under the CBP in respect to 2023 performance, which are scheduled to be paid in March 2024:


Named Executive Officer	Eligible Earnings (USD)(1)	Bonus Target %	Target Annual Cash Incentive (USD)(1)	Individual Performance Modifier	Company Performance Factor	2023 Earned Annual Cash Incentive (USD)(1)(6)
Scott W. Wine(3)	1,700,000	200%	3,400,000	N/A(2)	90.7%	3,083,800
Oddone Incisa	702,180	100%	702,180	100%	90.7%	636,886
Derek Neilson(4)	623,544	100%	623,544	110%	90.7%	622,146
Stefano Pampalone	570,800	100%	570,800	105%	90.7%	543,630
Marc Kermisch(5)	518,750	75%	389,063	110%	90.7%	388,200

(1)The non-U.S. eligible earnings, target, and earned annual cash incentives of Messrs. Incisa, Neilson, and Pampalone are converted to U.S. dollars at the 2023 full-year average exchange rate as previously disclosed in the Base Salary section above.

(2)No subjective discretion by the Board in determining the outcomes of the CEO’s bonus, in alignment with Company policy developed in reference to the Dutch Corporate Governance Code (DCGC) at the time of hiring.

(3)See the breakout of Mr. Wine’s CBP payment by each KPI in the Dutch disclosures section of this Proxy Statement.

(4)Performance modifier reflects Mr. Neilson’s strong performance, specifically overachieving on EBIT, playing an integral role in cost-cutting initiatives, and assisting in the integration of Digital and Technology teams.

(5)Performance modifier reflects Mr. Kermisch’s efforts in dual roles during 2023 as interim CTO and Chief Digital and Information Officer, while continuing to drive Precision growth.

(6)Earned annual cash incentives of Messrs. Incisa, Neilson, and Pampalone are paid in local currency, which is rounded to the nearest hundred.

Equity Incentives

Equity incentives delivered under the LTI plan are a vital component of the NEOs’ overall reward packages. Equity incentives support the Company’s long-term strategy and recognize the NEOs’ leadership and achievement of strategic objectives. Since 2022, the

Company grants equity awards on an annual basis, whereas awards granted in and prior to 2021 were made on a ‘front-loaded’ basis, meaning awards were generally made once every three years. This change was made in response to shareholder feedback, to better align our design with competitive market norms, to enhance the retention impact of awards, and to maximize alignment with strategic priorities. Equity is delivered in a combination of PSUs and RSUs, both of which are subject to the terms of the Compensation Recovery Policy. The Company does not pay dividends or dividend equivalents on PSUs and RSUs.


Named Executive Officer	Target Annual LTI Opportunity (USD)(1)	PSU Weight	RSU Weight
Scott W. Wine(2)	12,000,000	75%	25%
Oddone Incisa	2,656,754	67%	33%
Derek Neilson	2,387,574	67%	33%
Stefano Pampalone	1,151,334	67%	33%
Marc Kermisch(3)	1,050,000	67%	33%

(1)The non-U.S. target LTI of Messrs. Incisa, Neilson, and Pampalone are converted to U.S. dollars at the 2023 full-year average exchange rate as previously disclosed in footnote under the Base Salary section.

(2)Mr. Wine is required to hold any shares that vest for a period of up to five years from the date of grant. Other NEOs are required to hold 50% of net shares that vest to the extent that they have not achieved their stock ownership guideline.

(3)Part of Mr. Kermisch’s compensation included a one-time $500,000 award related to his dual role as interim CTO during part of 2023 until the new CTO came onboard.

2023-2025 Performance Share Unit (“PSU”) Awards

The performance measures for the 2023 PSU awards comprise two weighted financial metrics and a modifier based on the Company’s TSR performance relative to a group of our peers. All measures are calculated over the period of January 1, 2023– December 31, 2025.

50%

Adjusted EPS

50%

Industrial ROIC

0.75x – 1.25x

Relative TSR Multiplier

FINAL PAYOUT


2023-2025 PSU Measures(1)	Weight	Definition
Cumulative Adjusted Diluted Earnings per Share (EPS)	50%	Net income (loss) excluding any nonrecurring items (after tax), divided by the weighted average outstanding number of common shares on a fully diluted basis, measured on a cumulative basis
Average Industrial Return on Invested Capital (RoIC)	50%	Adjusted EBIT (after-tax) divided by Average Industrial Invested Capital, calculated as a three-year average
Cumulative Relative Total Shareholder Return (TSR)	Modifier	Three-year TSR measured relative to peers, calculated using a twenty-one day moving average method (further detail below)

(1)CNH adjusts U.S. GAAP financial measures for purposes of financial performance measures to ensure the results properly reflect management contributions.

The payout ranges for PSU awards range from a threshold of 30% of target (can be modified up/down based on Relative TSR Modifier for final payout of 22.5% - 37.5%) to a maximum of 200% of target (capped, regardless of Relative TSR Modifier) for outstanding performance. If the threshold performance for either goal is not achieved, none of the PSUs will vest.


Average of 2023 – 2025 Industrial RoIC	Outstanding	≥23.9%	90%	115%	150%	165%	200%		Cumulative Relative TSR Modifier
	Above Target	22.4%	65%	90%	125%	150%	165%		Outstanding	≥ 75th Percentile	1.25
	Target	21.3%	50%	65%	100%	125%	150%	x	Target	50th Percentile	1.00
	Below Target	18.1%	35%	50%	65%	90%	115%		Threshold	≤ 25th Percentile	0.75
	Threshold	≥12.2%	30%	35%	50%	65%	90%
			≥$3.11	$4.50	$5.29	$5.86	≥$6.43
			Threshold	Below Target	Target	Above Target	Outstanding
			Cumulative 2023 – 2025 Adjusted Diluted EPS

Linear interpolation applies for performance between the threshold, target, and maximum performance levels. The maximum payout is subject to an overall cap of 200% of target.

Relative TSR performance will be assessed against a single peer group (the “2023 TSR Peer Group”) of sixteen companies that reflect both the agriculture and construction equipment aspects of our business. The 2023 TSR Peer Group is set forth in the table below.

Ticker

Company

Country

Agriculture

Construction

6301

Komatsu Ltd.

Japan

6326

Kubota Corporation

Japan

AGCO

AGCO Corporation

USA

ALO

Alstom SA

France

BUCN

Bucher Industries AG

Switzerland

CAT

Caterpillar Inc.

USA

CMI

Cummins Inc.

USA

Deere & Company

USA

HUSQ.B

Husqvarna AB

Sweden

KGX

KION GROUP AG

Germany

SAND

Sandvik AB

Sweden

TEX

Terex Corporation

USA

TTC

The Toro Company

USA

TRMB

Trimble Inc.

USA

VOLV.B

AB Volvo

Sweden

WAB

WABTEC(1)

USA

(1)Westinghouse Air Brake Technologies Corporation

Performance in respect of all measures will be assessed over the three-year period ending December 31, 2025, with any earned PSUs vesting in 2026 following approval from the HCC Committee.

2021-2023 PSU Awards

Effective January 1, 2022, CNH and Iveco Group N.V. (the “Iveco Group”) separated under Dutch law as a demerger (the “Demerger”), splitting into the Off-Highway Business (Agriculture, Construction, and related Financial Services business) and On-Highway Business (Commercial and Specialty Vehicles, Powertrain, and related Financial Services business) respectively. As a result of the Demerger, the performance period of the 2021-2023 PSU awards spans pre- and post-Demerger periods. The HCC Committee realigned the performance conditions for the proportional post-Demerger CNH scope of business operations only. The HCC Committee sought to ensure that the performance goals remained challenging and reflected the same degree of stretch after the perimeter adjustment.

The 2021 PSU awards were subject to a different performance matrix than the one used for the 2023 PSUs, assessing Cumulative Adjusted Diluted EPS, Average Industrial RoIC, and a Cumulative Relative TSR modifier. To reflect the Demerger, the HCC Committee approved updated Adjusted Diluted EPS and Industrial RoIC goals to simply reflect the Company’s contributions to the original pre-Demerger targets. In addition, the HCC Committee determined that the TSR component would be assessed relative to the original peer group for 2021 performance, and the updated peer group disclosed in respect of the 2022 PSUs for the remaining two

SEC Form 10-K/A filed by CNH Industrial N.V. (Amendment)