DEF 14A of CNH Industrial N.V., Mar 24, 2025

DEF 14A of CNH Industrial N.V.

Filed Mar 24, 2025 · FY20240001193125-25-061422

Open on EDGAR

  1. Director Nominees

    Director Nominees The nominees for (re-)appointment as director until the day of the Meeting that will be held in 2026 are:

  2. Director Nominees

    | | | Independence (for NYSE and Dutch Code purposes) | Joined CNH Board | Committee Memberships | | | | Name, Age | | | | Governance and Sustainability | Human Capital and Compensation | Audit | | | Elizabeth Bastoni, 59 | INDEPENDENT | 2023 | MEMBER | CHAIRPERSON | | | | Howard W. Buffett, 41 | INDEPENDENT | 2020 | CHAIRPERSON | MEMBER | | | | Suzanne Heywood, 56 | | 2016 | | | | | | Richard J. Kramer, 62 | INDEPENDENT | 2023 | | MEMBER | MEMBER | | | Karen Linehan, 66 | INDEPENDENT | 2022 | | | CHAIRPERSON | | | Gerrit Marx, 49 | | 2025 Nominee | | | | | | Alessandro Nasi, 50 | | 2019 | | | | | | Vagn Sørensen, 65 | INDEPENDENT | 2020 | MEMBER | | MEMBER | | | Åsa Tamsons, 43 | INDEPENDENT | 2021 | | | MEMBER |

  3. Director Nominees

    | Suzanne Heywood | Director Since 2016 | Age: 56 | | Executive Director, Chair | 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. Ms. Heywood 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). Ms. Heywood is executive director and Chair of Iveco Group N.V. and chair of Shang Xia and Quartz Associates. She is also a non-executive director of Louboutin, The Economist, and Clarivate Plc. She grew up sailing around the world with her family on the schooner Wavewalker. Born in 1969, British citizenship. |

  4. Director Nominees

    | Gerrit Marx | Director Nominee | Age: 49 | | Executive Director Nominee, Chief Executive Officer | Gerrit Marx is the Chief Executive Officer of CNH. He leads a 40,000+ global team focused on advancing and supporting farming and construction all around the world. His role as CEO also encompasses direct global responsibility for the Company’s Agriculture segment. His career spans some 25 years throughout which he has worked across different regions and sectors, focusing on industrials, machinery & equipment and automotive. Gerrit Marx joined CNH as CEO in July 2024. From January 2022 to June 2024, he was CEO of Iveco Group N.V. (EXM: IVG) – a publicly listed commercial vehicles, powertrains, buses and specialty vehicles company. His leadership of Iveco Group followed its spinoff from CNH, where he had served as President of Commercial and Specialty Vehicles from January 2019. Prior to this, Mr. Marx was a member of the European Leadership Team at the multi-asset investment firm Bain Capital from 2012. He oversaw portfolio activities, driving and leading transformational change programs with a specific focus on automotive and industrial assets. During his tenure, he covered interim roles such as Chief Executive Officer of Wittur Group, a global Tier-1 supplier to the elevator industry and President of the Powertools Division at the US Apex Tool Group. Gerrit Marx was Executive Vice President of the carmaker Volkswagen AG China and President of Skoda China from 2011 – 2012. From 2007 – 2011 he assumed roles of increasing responsibility within the automotive corporation Daimler AG (now Mercedes-Benz Group AG) across North America, Europe and Asia, latterly as President and Chief Executive Officer of Daimler Trucks China. Mr. Marx began his career at the global consulting firm McKinsey & Company in 1999 focusing on operational improvement programs in the automotive and aerospace industries. Gerrit Marx holds a bachelor’s degree in Mechanical Engineering (“Diplom Ingenieur”) and an MBA (“Diplom Kaufmann”) from the RWTH Aachen University; and a PhD in Business Administration from Cologne University, both in Germany. Born in 1975, German citizenship. |

  5. Director Nominees

    | Elizabeth Bastoni | Independent | Director Since 2023 | Age: 59 | | Committees: Governance and Sustainability, Human Capital and Compensation (Chairperson) | 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 the Chair of the Board of Qorium (Netherlands), an Independent Director and Audit Committee member with Jerónimo Martins (Portugal), Audit Committee Member and Chair of the Nomination and Compensation Committee with Euroapi (France), and an Independent Director, Remuneration Committee member and Nomination Committee member of Coca-Cola HBC AG (Switzerland). Ms. Bastoni has also previously held a range of other board and committee leadership roles in Europe and the US. Prior to her Board service, Ms. Bastoni 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. |

  6. Director Nominees

    | Howard W. Buffett | Independent | Director Since 2020 | Age: 41 | | Committees: Governance and Sustainability (Chairperson), Human Capital and Compensation | 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, 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 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., a Master’s in Business Administration from the Massachusetts Institute of Technology, U.S.A., and executive education certificates from Harvard Business School, U.S.A. Born in 1983, American citizenship. |

  7. Director Nominees

    | Richard J. Kramer | Independent | Director Since 2023 | Age: 61 | | Committees: Audit, Human Capital and Compensation | 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 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. |

  8. Director Nominees

    | Karen Linehan | Independent | Director Since 2022 | Age: 66 | | Committees: Audit (Chairperson) | 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 served on the board of Veon Ltd. (The Netherlands), a multinational telecommunication services company, where she was as a member 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. |

  9. Director Nominees

    | Alessandro Nasi | Director Since 2019 | Age: 50 | | | 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, USA. He also worked as an Associate in the Private Equity Division of JP Morgan Partners in New York, USA. 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 Industrial until January 2019. In 2013 he was appointed President Specialty Vehicles, a role he held until January 2019. Mr. Nasi is a non-executive director of Exor N.V., Chairman of Comau, non-executive director of Iveco Group and Chair of its Environmental, Social, and Governance Committee and member of its Human Capital & Compensations Committee. He is Chairman of Iveco Defence Vehicles (an affiliate of Iveco Group) and Chairman of Astra Veicoli Industriali (an affiliate of Iveco Group). He is a member of the Lego 4G Advisory Board, and since May 2024, is Director of KIRKBI, the holding and investment company which owns Lego Group. He is the Chairman of GVS S.p.A., a member of the Board of Istituto Italiano di Tecnologia, and a 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. |

  10. Director Nominees

    | Vagn Sørensen | Independent | Director Since 2020 | Age: 65 | | Committees: Audit, Governance and Sustainability | 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 Zurich Cover-More. He serves as an Independent Director on the Board of Royal Caribbean Cruises. He also sits on the Boards of Parques Reunidos, SimCorp, Food Delivery Brands, and is a member of the Board of Trustees of the Rock’n Soul 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, Scandlines 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. |

  11. Director Nominees

    | Åsa Tamsons | Independent | Director Since 2021 | Age: 43 | | Committees: Audit | 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. |

  12. Key Terms of the A&R EIP

    Key Terms of the A&R EIP

  13. Key Terms of the A&R EIP

    | • | Purpose. The purpose of the A&R EIP is to set forth principles and rules, which govern the grant of stock-based awards to top performers and key leaders of CNH in order to foster a strong performance culture and to align the interests of management and shareholders. |

  14. Key Terms of the A&R EIP

    | • | Types of Awards. The A&R EIP provides for grants of the following specific types of awards (each, an “Award” and, collectively, “Awards”). Each Award will be evidenced by an award agreement, which will govern that Award’s terms and conditions (each, an “Award Agreement”). |

  15. Key Terms of the A&R EIP

    | ○ | Stock Options. An option entitles the recipient to purchase a Common Share at an exercise price specified in the Award Agreement (including through a cashless exercise). The EIP permits grants of stock options that qualify as “incentive stock options” under United States Internal Revenue Code and nonqualified stock options. Options will become exercisable as and when specified in the Award Agreement but not later than 10 years after the date of grant. |

  16. Key Terms of the A&R EIP

    | ○ | Stock Appreciation Rights (SARs). A SAR may entitle the recipient to receive Common Shares or cash on the exercise date having a value equal to the excess of market value of the underlying Common Shares over the grant price specified in the Award Agreement. SARs will become exercisable as and when specified in the Award Agreement but not later than 10 years after the date of grant. |

  17. Key Terms of the A&R EIP

    | ○ | Restricted Stock Unit (RSUs). An RSU is an unfunded, unsecured obligation to deliver Common Shares at a future date upon satisfaction of the conditions specified in the Award Agreement. |

  18. Key Terms of the A&R EIP

    | ○ | Restricted Stock. Restricted Stock is a Common Share that is registered in the recipient’s name, but that is subject to transfer restrictions and may be subject to forfeiture or vesting conditions for a period of time as specified in the Award Agreement. |

  19. Key Terms of the A&R EIP

    | ○ | Performance Shares. Restricted Stock is a Common Share that is registered in the recipient’s name, but that is subject to transfer restrictions and may be subject to forfeiture or vesting conditions based upon satisfaction of performance criteria over the performance period. |

  20. Key Terms of the A&R EIP

    | ○ | Performance Share Units (PSUs). PSUs are unfunded, unsecured obligations to deliver Common Shares upon satisfaction of performance criteria over the performance period. |

  21. Key Terms of the A&R EIP

    | ○ | Other Stock-Based Awards. Other stock-based awards that are payable in cash, Common Shares or any combination thereof subject to the terms and conditions established by the HCC Committee. |

  22. Key Terms of the A&R EIP

    | • | Dividend Equivalents. A dividend equivalent right represents an unfunded and unsecured promise to pay to the recipient an amount equal to all or any portion of the regular cash dividends that would be paid on a specified number of Common Shares if those shares were owned by the recipient. The HCC Committee may grant a dividend equivalent right in connection with an Award. Under the A&R EIP, no payments will be made in respect of dividend equivalent rights at a time when any applicable performance goals relating to the Award have not been satisfied. |

  23. Key Terms of the A&R EIP

    | • | Eligibility. The A&R EIP permits grants of Awards to any employee, executive director or non-executive director, or other or service provider to, CNH, its subsidiaries or joint ventures. As of March 20, 2025, there were 8 directors (7 non-executive directors and 1 executive directors) and approximately 681 employees eligible to participate in the A&R EIP. |

  24. Key Terms of the A&R EIP

    | • | Term. The A&R EIP will terminate at, and no more Awards will be permitted to be granted thereunder ten years after May 12, 2025. The termination of the A&R EIP will not affect previously granted Awards. |

  25. Key Terms of the A&R EIP

    | • | Administration. The A&R EIP will be administered by the HCC Committee (and those to whom it or the Board delegates authority). The HCC Committee will make all determinations in respect of the A&R EIP. |

  26. Key Terms of the A&R EIP

    | • | Shares Available Under the Plan. Up to 70,250,000 Common Shares may be delivered pursuant to Awards granted under the A&R EIP. These shares may be newly issued shares or treasury shares. Each Award or Common Share underlying an Award will count as one Common Share for these purposes. If any Award granted under the A&R EIP is settled in cash or forfeited, otherwise terminates or is cancelled without the delivery of Common Shares, then the shares covered by such forfeited, terminated or cancelled Award will again become available to be delivered pursuant to Awards granted under the A&R EIP. Common Shares that are surrendered or withheld from any Award to satisfy federal, state, local or foreign taxes or to pay the exercise price of any Award granted under the A&R EIP will not be deemed to be stock available for Awards under the A&R EIP. |

  27. Key Terms of the A&R EIP

    | • | Performance Criteria. The A&R EIP provides that the HCC Committee may grant an Award that is subject to the achievement of one or more objective performance goals, which may be based on business criteria. |

  28. Key Terms of the A&R EIP

    | • | Adjustment Provisions. In the event of any increase or decrease in the number of issued Common Shares resulting from certain corporate transactions that affect the capitalization of CNH, the HCC Committee will equitably adjust the number of shares of Common Stock issuable under the A&R EIP and the terms of any outstanding Awards in such manner as it deems appropriate to prevent the enlargement or dilution of rights. Additionally, in the event of a merger or consolidation transaction there will be substituted, on an equitable basis, the merger consideration for each award. |

  29. Key Terms of the A&R EIP

    | • | Double-Trigger Change in Control. Unless otherwise set forth in an Award Agreement or as otherwise determined by the HCC Committee, if, upon or within 24 months of a Change in Control, a participant’s employment is terminated without cause, Awards will vest and become exercisable (as applicable), all performance criteria shall be deemed achieved at target levels and all other terms and conditions met on PSUs and Performance Shares, and all RSUs and PSUs will be paid out as promptly as practicable (but in no event later than 60 days later). If the Awards are not assumed, converted, or replaced in connection with the Change in Control, Awards will vest immediately prior to the Change in Control, all performance criteria will be deemed achieved at target levels and all other terms and conditions will be considered met on PSUs and Performance Shares. “Change in Control” is defined in the A&R EIP and generally means the acquisition of 50% of the Company’s voting |

  30. Key Terms of the A&R EIP

    | stock or a merger or asset transaction involving 50% of the gross market value of all of the assets of CNH. |

  31. Key Terms of the A&R EIP

    | • | No Transferring Awards. No Award granted to any person under the EIP may be transferred other than by will or by the laws of descent and distribution, and each Stock Option and SAR will be exercisable during the life of the recipient only by the recipient or by the recipient’s personal representative. Subject to the approval of the HCC Committee in its sole discretion, a participant may transfer some or all of his or her Stock Options through a gift for no consideration to charity or to any immediate family member or a trust for the benefit of such immediate family members. |

  32. Key Terms of the A&R EIP

    | • | Clawback. The HCC Committee may make retroactive adjustments to and the participant will reimburse CNH Industrial for any cash or equity incentive compensation paid to the participant where such compensation was predicated upon the achievement of financial results that were substantially the subject of an accounting restatement and it is determined that the participant would otherwise would not have been paid such compensation. |

  33. Key Terms of the A&R EIP

    | • | Deferral of Awards. The HCC Committee may, except in the case of Stock Options and SARs, require or permit a participant to defer amounts or stock that would have otherwise been paid or delivered to the participant upon exercise or settlement of an award. |

  34. Key Terms of the A&R EIP

    | • | Amendment and Termination. The Board or the HCC Committee may, at any time, amend or terminate the A&R EIP in any respect whatsoever; however, unless expressly provided in the Award Agreement, no such action shall reduce the amount of any existing award or change the terms and conditions of the Award without the participant’s consent. In general, we will seek shareholder approval of any suspension, discontinuance, revision or amendment only to the extent necessary to comply with any applicable law, rule or regulation. |

  35. Key Terms of the A&R EIP

    | • | Governing Law. The A&R EIP will be governed the laws of the State of Delaware of the United States of America. |

  36. Executive Summary

    | Principle | Execution | | Pay for Performance | Compensation is based on merit, considering Company performance, individual performance, and promotion of Company values. The majority of NEO compensation, excluding one-time compensation elements, 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 & Align with Goals | Compensation is linked to achievement of goals that align with Company 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 | Sustainability quantitative metrics are incorporated into bonus calculations for salaried participants. 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 Company shareholders and other stakeholders. Long-term Incentives (LTIs) are delivered in the form of equity awards, with PSUs subject to a relative Total Shareholder Return (“TSR”) multiplier. Share ownership guidelines reinforce long-term thinking and a focus on sustainable value creation. | | 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 are subject to share ownership guidelines. |

  37. Executive Summary

    | • | Prioritize pay for performance by balancing short- and long-term time horizons, conducting scenario analyses to assess alignment. |

  38. Executive Summary

    | • | Apply double trigger equity treatment on a change in control. |

  39. Executive Summary

    | • | Apply a five-year holding period to CEO equity awards from the date of grant. |

  40. Executive Summary

    Use of Market Data The Company periodically benchmarks its executive and NEO compensation programs relative to a defined peer group of companies similar to CNH’s size and industry. The HCC Committee approved a revised peer group in 2024 (the “2024 Compensation Peer Group”), which was adjusted from the peer group used in 2023 (the “2023 Compensation Peer Group”). KION Group AG was removed from the peer group for 2024, while Honeywell International Inc., Johnson Controls International plc, and Koninklijke Philips N.V. were newly added. The 2024 Compensation Peer Group is comprised of a combination of companies based in the U.S. and Europe with a view of positioning CNH near the median of key financial scoping criteria, primarily revenue and market capitalization.

  41. Executive Summary

    | • | The U.S. listed companies in the 2024 Compensation Peer Group are: AGCO Corporation, Caterpillar Inc., Cummins Inc., Deere & Company, General Dynamics Corporation, Honeywell International plc, Illinois Tool Works Inc., Johnson Controls International plc, PACCAR Inc., Parker-Hannifin Corporation, and Westinghouse Air Brake Technologies Corporation. |

  42. Executive Summary

    | Name | 2024 Annual Base Salary Rate(1) | 2024 Target Bonus | 2024 Target Equity Grant Value | Equity Vehicle Mix | | 2024 Target TDC | | | | | | PSUs | RSUs | | | Gerrit Marx | $1,250,000(1) | $1,875,000 | $9,000,000 | 100% | 0% | $12,125,000 | | Oddone Incisa | €655,200 | €655,200 | €2,457,000 | 67% | 33% | €3,767,400 | | Stefano Pampalone | CHF 564,271(2) | CHF 451,417 | CHF 1,128,542 | 67% | 33% | CHF 2,144,230 | | Roberto Russo | €420,000 | €315,000 | €840,000 | 67% | 33% | €1,575,000 | | Kelly Manley | $445,000(3) | $337,750 | $890,000 | 67% | 33% | $1,668,750 | | Tom Verbaeten | €498,789(4) | €374,092 | €997,579 | 67% | 33% | €1,870,459 | | Scott W. Wine | $1,700,000(1) | $3,400,000 | $12,000,000 | 75% | 25% | $17,100,000 |

  43. Executive Summary

    | (2) Mr. Pampalone’s salary increased from CHF 517,500 to CHF 564,271 and his bonus target decreased from 100% of base to 80% of base on August 1, 2024, reflecting his role change from President, Construction to Chief Commercial Agriculture Officer, bringing his target compensation more in line with the external market. |

  44. 2024 Compensation Decisions and Outcomes

    2024 Compensation Decisions and Outcomes The following sections detail NEO and former NEO compensation and incentive outcomes for 2024. The HCC Committee approved the 2024 compensation design with reference to CNH’s strategic priorities, communicated goals, and market practices. CEO Compensation Mr. Marx’s at-risk variable target compensation is based on objective and quantifiable company performance. 90% of Mr. Marx’s target compensation (excluding one-time compensation elements) is variable in nature, with 74% of his target compensation awarded in equity. His target compensation is fixed through 2027. For 2024, Mr. Marx received an RSU grant with an initial grant value of $11,920,000, which is intended to offset economically equivalent long-term incentive opportunities forfeited from Mr. Marx’s prior employer. RSUs were selected as the grant vehicle for the purpose of more closely aligning with the timing of the value realized with that of the forfeited equity and to further support alignment with shareholders. The initial RSU grant vests in two installments. Approximately 58.5% vested on February 28, 2025, and approximately 41.5% will vest on February 28, 2026, subject to Mr. Marx’s satisfactory performance and continued employment with the Company as of each such date. Additionally, Mr. Marx will receive a cash sign-on bonus of €412,500, which is intended to replace the annual bonus incentive opportunity that he forfeited from his prior employer. The bonus is payable by April 30, 2025, subject to Mr. Marx’s continued employment through the date of payment. Beginning in 2025, Mr. Marx’s annual equity incentive (target grant date value of $9,000,000) will be delivered 100% in the form of PSUs. Former CEO Compensation Mr. Wine was appointed as CEO of CNH in 2021 and his target compensation was fixed for the entirety of his tenure, with his at-risk variable pay based on objective and quantifiable company performance. 90% of Mr. Wine’s target compensation was variable in nature, with 70% of his target compensation awarded in equity. Mr. Wine resigned as CEO and Executive Director of CNH effective as of July 1, 2024. Mr. Wine’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies, or practices of the Company. Upon his departure, Mr. Wine received a severance payment equivalent to one-year’s salary and a portion of outstanding equity awards prorated for his time employed during vesting periods subject to performance terms and conditions, per his employment agreement. Mr. Wine also remained eligible to receive a 2024 annual bonus based on actual performance and prorated for the portion of 2024 up to the effective date of resignation. This package acknowledges Mr. Wine’s leadership amidst difficult market conditions, delivering three straight years of record revenues and EBIT margins. Base Salary Summary of annual base salaries and corresponding year over year adjustments for NEOs.

  45. 2024 Compensation Decisions and Outcomes

    The NEOs’ annual bonus delivered under the CBP is contingent on the achievement of pre-established financial measures, and company and individual performance achievements. For the CEO, the annual bonus is fully based on corporate performance, pending any negative discretion applied by the HCC Committee, in alignment with Company policy and Dutch Code. For other NEOs, the annual bonus is based on a combination of corporate and individual performance, with individual performance based on achievements against previously determined performance goals. Given the primary impact of the Agriculture business on the Company’s fiscal 2024 financial results, the cyclicality, trends, and downturn of the general agricultural industry were considered when establishing performance targets for the CBP to ensure rigorous but achievable goals throughout the cycle. The following goals and achievements were approved by the HCC Committee and the Audit Committee for the 2024 annual bonus, with a final Company Performance Factor (“CPF”) of 31.4%.

  46. 2024 Compensation Decisions and Outcomes

    | (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. |

  47. 2024 Compensation Decisions and Outcomes

    | (4) Accident Frequency Rate has a declining goal value for maximum payout, so a value lower than target is an exceeds target achievement. |

  48. 2024 Compensation Decisions and Outcomes

    | (5) Discretionary downward adjustment made in Accident Frequency Rate Weighted Payout Factor. |

  49. 2024 Compensation Decisions and Outcomes

    | NEO | Eligible Earnings | Bonus Target (% of Eligible Earnings) | 2024 Earned Incentive | | Gerrit Marx(1)(2) | $631,831 | 150% | $297,600 | | Oddone Incisa | €655,200 | 100% | €164,600 | | Stefano Pampalone(3) | CHF 536,988 | 91.24% | CHF 192,300 | | Roberto Russo | €420,000 | 75% | €108,800 | | Kelly Manley | $445,000 | 75% | $110,000 | | Tom Verbaeten | €491,887 | 75% | €115,800 | | Scott W. Wine(1)(2) | $840,710 | 200% | $528,000 |

  50. 2024 Compensation Decisions and Outcomes

    | (2) No individual performance factors were considered in determining the outcomes of the CEO’s bonus. |

  51. 2024 Compensation Decisions and Outcomes

    | (3) Effective August 1, 2024, Mr. Pampalone received a change in Bonus Target % from 100% to 80%. The value in the table reflects the weighted target bonus for the time at each target percentage level. |

  52. 2024 Compensation Decisions and Outcomes

    Equity Incentives Equity incentives delivered under the LTIP are a vital component of the CEO’s and NEOs’ overall reward packages. Equity is delivered in a combination of PSUs and RSUs. The Company does not pay dividends or dividend equivalents on PSUs and RSUs.

  53. 2024 Compensation Decisions and Outcomes

    | NEO | 2024-2026 LTIP Target Amount (USD)(1) | PSU Weight | RSU Weight | | Gerrit Marx(2) | 9,000,000 | 100% | 0% | | Oddone Incisa | 2,659,408 | 67% | 33% | | Stefano Pampalone | 1,282,258 | 67% | 33% | | Roberto Russo | 909,199 | 67% | 33% | | Kelly Manley | 890,000 | 67% | 33% | | Tom Verbaeten | 1,079,759 | 67% | 33% | | Scott W. Wine(3) | - | - | - |

  54. 2024 Compensation Decisions and Outcomes

    | (1) The non-U.S. based NEOs LTI targets are converted to U.S. dollars using the 2024 average year exchange rate as disclosed in the Summary Compensation Table. |

  55. 2024 Compensation Decisions and Outcomes

    | (2) Excludes the initial RSU award related to Mr. Marx’s appointment to CEO in 2024. |

  56. 2024 Compensation Decisions and Outcomes

    | (3) Mr. Wine’s target LTI at the beginning of 2024 was $12,000,000, with 75% of the equity coming in PSUs and 25% in RSUs. He did not receive an equity award under the LTIP in 2024, due to his resignation from the Company, effective July 1, 2024. |

  57. 2024 Compensation Decisions and Outcomes

    LTIP PSU Measures & Awards The table below summarizes the purpose of each measure and performance results for the PSU portion of the 2022-2024 LTIP and 2024-2026 LTIP. Corporate performance impacts PSU payout for all employees.

  58. 2024 Compensation Decisions and Outcomes

    | LTIP Measures(1) | Weight | | | Definition | Intended Impact | | 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. | Deliver bottom line earnings. | | Average Industrial Return on Invested Capital (RoIC) | 50% | | | Adjusted EBIT (after-tax) divided by Average Industrial Invested Capital, calculated as a three-year average. | Efficient use of capital. | | Cumulative Relative Total Shareholder Return (TSR) | Multiplier | | | Three-year TSR measured relative to peers. | Deliver superior market returns. | | | Category | Position | Multiplier | | | | | Outstanding | ≥75th Percentile | 1.25 | | | | | Target | 50th Percentile | 1.00 | | | | | Threshold | ≤25th Percentile | 0.75 | | |

  59. 2024 Compensation Decisions and Outcomes

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

  60. 2024 Compensation Decisions and Outcomes

    | • | For the 2022-2024 plan, the TSR is the weighted average of 2022-2023 cumulative TSR (67% weight) and 2024 cumulative TSR (33% weight), with the 2022-2023 period using the TSR peer group (disclosed below) approved in 2022, and the 2024 period using the TSR peer group (disclosed below) approved in 2024 for the 2024-2026 plan. The three-year period is split between two TSR peer groups because the peer group was changed during the performance period. |

  61. 2024 Compensation Decisions and Outcomes

    | • | For the 2024-2026 plan, barring any future peer group changes, the 2024-2026 peer group below will be used to calculate the cumulative TSR for the 2024-2026 period. The peer groups are set forth in the table below. |

  62. 2024 Compensation Decisions and Outcomes

    | 50% | | 50% | 0.75x – 1.25x | | | | Adjusted EPS | + | Industrial RoICx | Relative TSR Multiplier | = | Final Payout |

  63. 2024 Compensation Decisions and Outcomes

    Similar to establishing targets for short-term incentives, the Company considers the cyclicality and anticipated trends within the agriculture industry to establish challenging but attainable goals during the three-year performance period. The following tables describe the PSU payout based on company performance and achievement. Any earned and vested PSUs require approval from the HCC Committee. PSU Payout Based on Achievement Relative to Performance Measures

  64. 2024 Compensation Decisions and Outcomes

    | 2022-2024 LTIP(1) | | | | | | | | Average Industrial Return on Invested Capital 50% Weight | Outstanding | ≥20.2% | 100 | 125 | 150 | 200 | | | Target | 18.0% | 50 | 75 | 100 | 150 | | | Threshold | 15.3% | 25 | 50 | 75 | 125 | | | Below Threshold | <15.3% | 0 | 25 | 50 | 100 | | | | | <$3.88 | $3.88 | $4.56 | ≥$5.54 | | | | | Below Threshold | Threshold | Target | Outstanding | | | | | Cumulative Adjusted Diluted Earnings per Share 50% Weight | | | |

  65. 2024 Compensation Decisions and Outcomes

    | (1) 2022-2024 LTIP results in payout as long as either financial metric achieves threshold or higher performance. |

  66. 2024 Compensation Decisions and Outcomes

    | 2024-2026 LTIP(1) | | | | | | | | | Average Industrial Return on Invested Capital 50% Weight | Outstanding | ≥14.3% | 115 | 125 | 150 | 175 | 200 | | | Above Target | 12.4% | 90 | 100 | 125 | 150 | 175 | | | Target | 10.5% | 65 | 75 | 100 | 125 | 150 | | | Below Target | 8.6% | 40 | 50 | 75 | 100 | 125 | | | Threshold | ≥6.6% | 30 | 40 | 65 | 90 | 115 | | | | | ≥$1.91 | $2.55 | $3.19 | $3.83 | ≥$4.47 | | | | | Threshold | Below Target | Target | Above Target | Outstanding | | | | | Cumulative Adjusted Diluted Earnings per Share 50% Weight | | | | |

  67. 2024 Compensation Decisions and Outcomes

    | (1) 2024-2026 LTIP requires both financial metrics to achieve threshold or higher performance to result for any payout to occur. |

  68. 2024 Compensation Decisions and Outcomes

    2022-2024 PSU Awards The following goals and achievements were approved by the HCC Committee for 2022-2024 PSU awards, with a final CPF of 59.9%.

  69. 2024 Compensation Decisions and Outcomes

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

  70. 2024 Compensation Decisions and Outcomes

    | (2) TSR has been assessed relative to the 2022-2023 peer group for those years, with CNH ranking 13th out of 17 companies for the period, resulting in a multiplier of 0.75, weighted 67%. TSR has been assessed relative to the 2024 peer group for 2024, with CNH ranking 12th out of 19 companies for the period, resulting in a multiplier of 0.89, weighted 33%. The final TSR multiplier was 0.80. |

  71. 2024 Compensation Decisions and Outcomes

    | (1) All NEOs participate in the defined contribution plans in their respective countries. In the U.S., CNH also has a nonqualified deferred compensation plan that allows contributions over the qualified 401(k) plan limits, in addition to additional elective deferrals. There are no supplemental plans offered by the Company in Belgium, Italy or in Switzerland. In Belgium, the annual CBP payment is deposited into an insured pension plan, as a kind of salary sacrifice plan which implies the gross cash bonus is paid as an employer contribution to a group insurance plan administrated by AG Insurance (insurance company). Belgian law foresees a minimum interest guarantee to be granted by the employer on these contributions. For 2024, the minimum interest guarantee was satisfied by the premium paid (CBP payment) and no additional cash payments by the employer were required. |

  72. 2024 Compensation Decisions and Outcomes

    | (4) As CEO, Mr. Marx was permitted in accordance with his employment agreement use of the corporate aircraft for domestic and in-region business and commuting purposes only. |

  73. 2024 Compensation Decisions and Outcomes

    | (8) The Company Bonus plan is deposited in the AG-insurance pension scheme in Belgium. |

  74. 2024 Compensation Decisions and Outcomes

    | NEO | Country of Agreement | Restrictive Covenants(1) | Severance(2) | | Gerrit Marx | U.S. employment agreement | One year non-compete and non-solicitation | 12 months | | Oddone Incisa | Italy collective labor agreement specific for Dirigenti of CNH, IVECO and Stellantis plus 2019 Global Leadership Team terms agreement | One year non-compete and non-solicitation | 34 months | | Stefano Pampalone | Swiss employment agreement | One year non-compete and non-solicitation | 17 months | | Roberto Russo | Italy collective labor agreement specific for Dirigenti of CNH, IVECO and Stellantis | Two year non-compete and non-solicitation | 34 months | | Kelly Manley | U.S. employment agreement | Two year non-compete and three-year non-solicitation | 24 months | | Tom Verbaeten | Belgium employment agreement | One year non-compete and non-solicitation | 28 months + 36 weeks’ notice period | | Scott W. Wine | U.S. employment agreement | One year non-compete and non-solicitation | 12 months |

  75. 2024 Compensation Decisions and Outcomes

    | (2) See the table for “Potential Payments at Termination” for estimates based on eligibility as of December 31, 2024, and explanation of benefits. The eligible pay for Messrs. Incisa and Russo’s months of severance is base salary, the average of 3-year bonus, and car benefit. The other NEOs’ eligible pay is base salary. |

  76. Compensation Governance

    Compensation Governance Role of the HCC Committee The HCC Committee is currently comprised of three independent directors. The directors are responsible for oversight of executive compensation, the Company’s remuneration policy, compensation of non-executive directors, the Company’s remuneration report, and broader human capital management matters, in accordance with U.S. Securities and Exchange Commission (“SEC”) rules and regulations and Dutch laws and the Dutch Code. 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 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 Company has reviewed the independence of WTW as a third-party consultant. The HCC Committee invites WTW to attend meetings at the HCC Committee’s discretion. 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. These policies also support balancing risk assessments, specifically related to target performance ranges, incentive caps, performance metrics, and pay vehicles. Our 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 Guidelines NEOs are subject to robust share ownership guidelines, which require them to build up an interest in CNH shares over time, as summarized below:

  77. Compensation Governance

    | Requirement Component | Definition | | Minimum Requirements | • Current CEO: five-times base salary • Other NEOs: three-times base salary | | Time Horizon | • Within five years of policy implementation (2021) or an 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 equity 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. |

  78. Compensation Governance

    Policies and Practices Related to the Grant of Certain Equity Awards CNH does not currently grant stock options, stock appreciation rights, or similar option-like instruments. As such, CNH does not have a specific policy or practice on the timing of awards of options or option-like instruments in relation to the disclosure of material nonpublic information by CNH. In the event that CNH determines to grant awards of options or option-like instruments, the HCC Committee will evaluate the appropriate steps to take in relation to the foregoing. Insider Trading Arrangements and Policies CNH has adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors and officers, our employees and other covered persons, as well as by CNH, that CNH believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. A copy of CNH’s insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Clawback Disclosure In a Form 10-Q filing and Q3 2024 financial results release on November 11 th , 2024, CNH disclosed an “Immaterial Revision of Prior Period Financial Statements”, covering an immaterial error related to the highly inflationary accounting for its unconsolidated subsidiary in Turkey, TürkTraktör ve Ziraat Makineleri A.S. (“TürkTraktör”) in the quarterly and annual periods in fiscal 2023 and first and second quarters in fiscal 2024. In relation to this restatement, a review was conducted on impacts to previously awarded under the 2023 CBP and 2021-2023 LTIP. For the 2023 CBP, the adjustments to financial results resulted in downwards adjustments to the Consolidated Adjusted EBIT Margin % and Consolidated Revenues @ CC ($M), leading to an adjustment of final CPF from the originally reported 90.7% to 86.9%. This new Company CPF was used to recalculate earned bonus amounts in accordance with the terms of the 2023 CBP. The HCC Committee determined that the restatement did not have any impact on LTIP financial metrics nor TSR positioning relative to peers, and thus no clawback is needed for PSU grants. The difference between the original awards and recalculated awards resulted in an aggregate amount of $281,000 to be recovered. As of December 31, 2024, the Company had started the process of clawing back erroneously awarded amounts. These clawbacks are expected to be completed by April 2025, and written agreements have been signed by all current executive officers.

  79. Executive Compensation Tables

    | Name and Principal Position | Year | Salary (1)(2)(3) | Bonus $ (4) | Stock Awards $ (5) | Non-equity Incentive Plan Compensation (6)(7)(8) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(9) | All Other Compensation (11) | Total | | Gerrit Marx(10) | 2024 | 625,000 | - | 18,500,033 | 297,600 | - | 74,963 | 19,497,596 | | CEO | | | | | | | | | | Scott W. Wine | 2024 | 882,692 | 975,000 | - | 528,000 | - | 1,193,469 | 3,579,161 | | Former CEO | 2023 | 1,700,000 | 2,355,000 | 10,407,703 | 3,083,800 | 74,046 | 478,056 | 18,098,605 | | | 2022 | 1,700,000 | 4,248,000 | 11,511,892 | 4,960,300 | 18,640 | 476,829 | 22,915,661 | | Oddone Incisa | 2024 | 709,175 | - | 2,239,450 | 181,060 | - | 164,067 | 3,293,752 | | CFO | 2023 | 702,159 | - | 2,424,600 | 636,886 | - | 231,305 | 3,994,950 | | | 2022 | 663,421 | - | 2,470,857 | 1,064,632 | - | 323,954 | 4,522,864 | | Stefano Pampalone | 2024 | 587,987 | - | 967,902 | 211,530 | - | 394,644 | 2,162,063 | | Agriculture Chief Commercial Officer | 2023 | 570,791 | - | 1,041,122 | 543,630 | - | 252,470 | 2,408,013 | | | 2022 | 524,056 | - | 1,010,805 | 688,086 | - | 240,749 | 2,463,696 | | Kelly Manley(10) | 2024 | 441,885 | - | 757,995 | 110,000 | - | 79,256 | 1,389,136 | | Chief Human Resources Officer | | | | | | | | | | Roberto Russo(10) | 2024 | 454,599 | - | 842,184 | 119,680 | - | 98,889 | 1,515,352 | | Chief Legal & Compliance Officer | | | | | | | | | | Tom Verbaeten(10) | 2024 | 497,198 | - | 879,872 | 127,380 | 297,731 | 1,103,128 | 2,905,309 | | Chief Supply Chain Officer | | | | | | | | |

  80. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Fiscal 2024 Potential Payments upon Termination or Change in Control Potential Payments upon Change in Control The Company Equity Incentive Plan (the “EIP”) includes change in control provisions that apply to participants’ outstanding equity awards and are intended to facilitate continuity of management in the event of a change in control (as defined in the EIP) (“CIC”). The HCC Committee believes the EIP’s CIC provisions:

  81. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Encourage executives to act in the best interest of shareholders when evaluating transactions that, without a CIC arrangement, could be personally detrimental; |

  82. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Keep executives focused on running the business in the face of definitive, contemplated, or rumored transactions; |

  83. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Protect the Company’s value by retaining key talent despite potential corporate changes; |

  84. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Protect the Company’s value after a CIC by including restrictive covenants (such as non-compete provisions) and a general release of claims in favor of the Company; and |

  85. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Help the Company remain competitive in its ability to attract and retain skilled executives. |

  86. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Other Potential Payments Upon Other Qualifying Terminations In addition, the NEOs and other Global Leadership Team members are entitled under their employment arrangements to certain severance payments and benefits upon qualifying terminations of employment. Fiscal 2024 Potential Payments upon Termination Table (USD) Payments in connection with a CIC or other qualifying termination are shown in the following table and described by each NEO below. The amounts reported in the table below assume a change of control and/or termination of employment on December 31, 2024, and the value of equity acceleration reported below is based on a price per share of CNH common stock of $11.33 (the closing price per share on the NYSE on December 31, 2024).

  87. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | NEO & Position | CIC Provision | Salary(1) | Bonus | LTI | Welfare Benefits | Total | | Gerrit Marx, CEO | Change in Control with Qualifying Termination | 1,250,000 | - | 21,614,593 | - | 22,864,593 | | | Qualifying Termination - Other than Change in Control | 1,250,000 | - | 7,431,638 | - | 8,681,638 | | Oddone Incisa, CFO | Change in Control with Qualifying Termination | 4,830,885 | - | 6,479,016 | - | 11,309,901 | | | Qualifying Termination - Other than Change in Control | 4,830,885 | - | - | - | 4,830,885 | | Stefano Pampalone, Agriculture Chief Commercial Officer | Change in Control with Qualifying Termination | 1,089,976 | - | 2,748,923 | - | 3,838,899 | | | Qualifying Termination - Other than Change in Control | 622,843 | - | - | - | 622,843 | | Kelly Manley, Chief Human Resources Officer | Change in Control with Qualifying Termination | 890,000 | - | 1,935,548 | - | 2,825,548 | | | Qualifying Termination - Other than Change in Control | 890,000 | - | - | - | 890,000 | | Roberto Russo, Chief Legal & Compliance Officer | Change in Control with Qualifying Termination | 2,666,563 | - | 2,314,360 | - | 4,980,923 | | | Qualifying Termination - Other than Change in Control | 2,666,563 | - | - | - | 2,666,563 | | Tom Verbaeten, Chief Supply Chain Officer | Change in Control with Qualifying Termination | 2,190,084 | - | 2,431,659 | | 4,621,743 | | | Qualifying Termination - Other than Change in Control | 2,190,084 | - | - | - | 2,190,084 |

  88. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (1) For Messrs. Incisa, Pampalone, Russo, and Verbaeten, their local currency payments for termination were converted to U.S. dollars using the December 31, 2024, year-end exchange rate, as shown below: |

  89. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | Name | Local Currency | 2024 Year End | | Oddone Incisa | EUR | 1.0389 | | Stefano Pampalone | CHF | 1.1362 | | Roberto Russo | EUR | 1.0389 | | Tom Verbaeten | EUR | 1.0389 |

  90. Fiscal 2024 Potential Payments upon Termination or Change in Control

    CIC and a Qualifying Termination In the event of a CIC and a Qualifying Termination within 24 months following the CIC, all terms and conditions of the outstanding equity awards will be deemed met on RSUs and all performance criteria shall be deemed achieved at target levels and all other terms and conditions met on PSUs; and all RSUs and PSUs will be paid out as promptly as practicable (but in no event later than 60 days following the termination event). “Qualifying Termination” means termination of Executive’s service as an employee of the Company and all CNH subsidiaries by the Company for any reason other than the Executive’s death, the Executive’s Disability, or for Cause; or solely on or within 24 months following a Change of Control, by the Executive for Good Reason. If the awards are not assumed as part of a CIC, awards vest prior to the CIC. All performance criteria will be deemed achieved at target levels and all other terms and conditions shall be considered met on PSUs. Gerrit Marx On any termination of employment, Mr. Marx will be entitled to receive any earned but unpaid base salary through the termination date, Mr. Marx’s annual bonus until for the year prior to the year in which the termination date occurs, accrued but unused vacation in accordance with any applicable Company policy, accrued expense reimbursements in accordance with applicable Company policies, and amounts payable under any plans, grants, or awards. If, during Mr. Marx’s service as Chief Executive Officer, Mr. Marx experiences a Qualifying Termination (other than on or within 24 months following a CIC), Mr. Marx will be entitled to receive cash severance equal to 12 months of Mr. Marx’s base salary. Mr. Marx’s cash severance will be paid in equal installments over 12 months through the Company’s regular payroll in the same manner and at the same frequency as Mr. Marx was paid immediately prior to the termination date, except that any amount of cash severance that would have been paid prior to the 60th day following the termination date will be included in the first installment payment. In the event Mr. Marx experiences a Qualifying Termination (other than on or within 24 months following a CIC) prior to the settlement of the equity grants and long-term incentive awards, a portion of the grants and awards will be eligible to vest based on the time employed during the vesting period and subject to the performance terms and conditions, if any, specified in the award agreements. With respect to Mr. Marx’s initial RSU Award, this post-termination vesting will result in cumulative vesting of not less than two-thirds of the initial RSU award (taking into account any portion of such award that vested and settled prior to the date of the Qualifying Termination). Any such post-termination vesting is subject to the effectiveness of a Release. In the event Mr. Marx experiences a Qualifying Termination on or within 24 months following a CIC, Mr. Marx will receive the same cash severance described above, but paid in a lump sum, and Mr. Marx’s equity grants and long-term incentive awards shall accelerate and vest in full (in the case of any performance terms and conditions, at the target level of performance). In the event of a termination of Mr. Marx’s employment for any other reason, all unvested equity grants and long-term incentive awards will be forfeited. Oddone Incisa Under the statutory requirements of the Italy Contract, upon an involuntary termination without cause, Mr. Incisa would be entitled to 12 months of eligible pay for the notice period, plus 22 months of additional indemnity based on his service, age and having dependents. Eligible pay is defined based on annual base salary plus the average of last three years’ cash bonus plus any taxable car benefit value. In the case of any other termination, Mr. Incisa would be entitled to the following:

  91. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Termination with cause: no payment |

  92. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Resignation: no payment |

  93. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Retirement: 22 months of eligible pay |

  94. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Death due to illness: 12 months of eligible pay |

  95. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Stefano Pampalone Under the Swiss Salaried separation policy, upon an involuntary termination without cause, Mr. Pampalone would be entitled to 12 months of base pay for severance, three months’ base pay for the notice period and two months’ base pay for a seniority separation indemnity, for a total of 17 months’ base pay. In the case of any other termination, Mr. Pampalone would be entitled to the following:

  96. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Termination with cause: no payment |

  97. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Resignation: no payment |

  98. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Retirement or Death: two months seniority separation |

  99. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Disability: the Company may terminate employment after six months’ absence and three months’ notice period and two months seniority separation is payable. |

  100. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Roberto Russo Under the statutory requirements of the Italy Contract, upon an involuntary termination without cause, Mr. Russo would be entitled to 12 months of eligible pay for the notice period, plus 22 months of additional indemnity based on his service and age. Eligible pay is defined based on annual base salary plus the average of last three years’ cash bonus plus any taxable car benefit value. In the case of any other termination, Mr. Russo would be entitled to the following:

  101. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Termination with cause: no payment |

  102. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Resignation: no payment |

  103. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Retirement: 22 months of eligible pay |

  104. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Death due to illness: 12 months of eligible pay |

  105. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Kelly Manley Upon an involuntary termination without cause, Ms. Manley will be entitled under her employment agreement to receive cash severance equal to two times her annual base salary (gross). Ms. Manley will also continue to be eligible for participation in the Retiree Medical Plan, in accordance with its terms and conditions and underlying plan documents subject to compliance with her employment agreement (including the restrictive covenants) Severance benefits are subject to execution and non-revocation of a release of claims. Tom Verbaeten Under the statutory requirements of the Belgian Contract, upon an involuntary termination without cause, Mr. Verbaeten would be entitled to 28 months, plus 36 weeks of eligible pay for notice period based on seniority as of year-end 2024 (increased seniority requires a longer notice period). Eligible pay is defined as annual base salary plus the last bonus payment received plus the estimated annual value of the private usage of company car(s) plus pension fund (the amount is based on the final pensionable salary formula provided by and defined by the government) plus other benefits in kind, insurances, and vouchers (which represent less than 0.5% of the estimated severance calculation). In the case of other terminations, Mr. Verbaeten would be entitled to the following:

  106. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Termination with cause: no payment |

  107. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Resignation: no payment by the employer |

  108. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Retirement: 0 months of eligible pay (termination in mutual agreement is comment practice) |

  109. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Death due to illness: 0 months of eligible pay |

  110. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Fiscal 2024 Pay Versus Performance (PvP) A key principle of the Company’s compensation philosophy, incorporated throughout our compensation policies and programs, is pay for performance. The Company leverages variable pay elements tied to challenging Company goals that are aligned to the business strategy, while ensuring no adverse risk taking by offering appropriate and competitive fixed pay elements. The following tables, supporting footnotes, and narrative and graphic disclosure aim to demonstrate the link between compensation actually paid, as defined in the applicable SEC rules, for CNH NEOs to the Company’s performance, both in absolute terms and as compared to the market for the fiscal years 2024, 2023, 2022, 2021, and 2020. Specifically, this PvP section discusses the relationship between:

  111. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | “Compensation actually paid” (“CAP”) by the Company and the total compensation as disclosed in the Summary Compensation Table (“SCT”); |

  112. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | CAP and the Company’s financial performance (GAAP Net Income and Adjusted Diluted EPS); and |

  113. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | The Company’s TSR and peer group TSR |

  114. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | Year | SCT Total for PEO 1 $ (1) | CAP to PEO 1 $ (1) | SCT Total for PEO 2 $ (2) | CAP to PEO 2 $ (2) | SCT Total for PEO 3 $ (3) | CAP to PEO 3 $ (3) | SCT Total for PEO 4 $ (4) | CAP to PEO 4 $ (4) | Average SCT Total for non-PEO NEO’s $ (5) | Average CAP to non-PEO NEOs $ (5) | Value of Initial Fixed $100 Invest based on: | | | Net Income $ (9) | Company Selected Measure: Adjusted Diluted EPS $ (10) | | | | | | | | | | | | | CNHI TSR (6) | Peer Group TSR (7) | Peer Group TSR (8) | | | | 2024 | n/a | n/a | n/a | n/a | 3,579,162 | (16,076,876) | 19,497,596 | 22,112,448 | 2,253,123 | 1,143,300 | 130 | 198 | 176 | 1,259 | 1.05 | | 2023 | n/a | n/a | n/a | n/a | 18,098,605 | (8,909,832) | n/a | n/a | 3,137,619 | (788,144) | 135 | 174 | 150 | 2,287 | 1.63 | | 2022 | n/a | n/a | n/a | n/a | 22,915,662 | 24,697,237 | n/a | n/a | 3,298,580 | 3,502,374 | 173 | 132 | 127 | 2,039 | 1.46 | | 2021 | n/a | n/a | n/a | n/a | 44,804,287 | 108,388,604 | n/a | n/a | 2,782,334 | 11,403,669 | 178 | 150 | 135 | 1,801 | 1.28 | | 2020 | 2,031,132 | 447,010 | 3,149,194 | 3,149,194 | n/a | n/a | n/a | n/a | 8,291,838 | 9,092,540 | 117 | 116 | 111 | (198) | 0.42 |

  115. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (1) These columns reflect the SCT and CAP for Hubertus Mühlhäuser, CEO until his departure on March 22, 2020. |

  116. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (2) These columns reflect the SCT and CAP for Suzanne Heywood, who assumed the role of CEO in 2020 upon the departure of Hubertus Mühlhäuser. |

  117. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (3) These columns reflect the SCT and CAP for CEO, Scott W. Wine, who has served as Principal Executive Officer (PEO) from January 1, 2021 to July 1, 2024. |

  118. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (4) These columns reflect the SCT and CAP for CEO, Gerrit Marx, who has served as Principal Executive Officer (PEO) since July 1, 2024. |

  119. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (5) These columns reflect the average SCT and CAP for Oddone Incisa, Derek Neilson, Stefano Pampalone, and Kevin Barr for 2020-2022, Oddone Incisa, Derek Neilson, Stefano Pampalone, and Marc Kermisch for 2023, and Oddone Incisa, Stefano Pampalone, Roberto Russo, Tom Verbaeten, and Kelly Manley for 2024. |

  120. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (6) CNH Industrial TSR is indexed from 2019, source S&P Capital IQ. |

  121. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (7) Starting in 2024, the Peer Group used for TSR comparisons reflects S&P 400 Midcap Index indexed from 2019, source S&P Capital IQ, and the prior year results were added. |

  122. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (8) The Peer Group used for TSR comparisons reflects S&P 500 Industrial Index indexed from 2019, source S&P Capital IQ. This index will not be reported in future years. |

  123. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (9) Net Income per U.S. GAAP is a required metric for the PvP Table but is not currently used in our variable incentive plans as a performance measure. The 2023 financial results have been revised as noted in the Fourth Quarter and Full Year 2024 results. The amount reported in 2023 was 2,383, a decrease of 96. |

  124. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (10) Adjusted Diluted EPS, a Company selected measure, is a key metric in the LTI Plan and for investor guidance. This measure is a non-GAAP measure, and the reconciliation can be found on page 88. The 2023 financial results have been revised as noted in the Fourth Quarter and Full Year 2024 results. The amount reported in 2023 was 1.70, a decrease of 0.63. |

  125. Fiscal 2024 Potential Payments upon Termination or Change in Control

    To calculate CAP for the PEOs, the following adjustments were made to SCT total:

  126. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | Adjustments | CEO Serving as PEO | | | | | | | | | 2024 (PEO 3) | 2024 (PEO 4) | 2023 | 2022 | 2021 | 2020 (PEO 1) | 2020 (PEO 2) | | Summary Compensation Table Total | 3,579,162 | 19,497,596 | 18,098,605 | 22,915,662 | 44,804,287 | 2,031,132 | 3,149,194 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | - | 18,500,033 | 10,407,703 | 11,511,892 | 36,090,720 | | | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | - | 21,114,885 | 11,793,416 | 17,710,807 | 99,675,037 | | | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | | | | | | | | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (18,493,919) | | (32,423,037) | (8,574,871) | | | | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (1,162,118) | | 4,028,887 | 4,157,531 | | (375,222) | | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | | | | | | 1,208,900 | | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | | | | | | | | | Addition for the Service Cost attributable to services rendered during the FY | | | | | | | | | Compensation Actually Paid | (16,076,876) | 22,112,448 | (8,909,832) | 24,697,237 | 108,388,604 | 447,010 | 3,149,194 | | Memo: Total Equity Value for CAP | (19,656,037) | 21,114,885 | (16,600,734) | 13,293,467 | 99,675,037 | (1,584,122) | 0 |

  127. Fiscal 2024 Potential Payments upon Termination or Change in Control

    To calculate average CAP for the other NEOs, the following adjustments were made to SCT total:

  128. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | Adjustments | Other NEO Average | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | 2,253,123 | 3,137,619 | 3,298,580 | 2,782,334 | 8,291,838 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | 1,137,481 | 1,780,127 | 1,662,284 | 845,321 | 7,047,435 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | 1,186,258 | 1,905,323 | 2,402,570 | 1,454,332 | 6,412,380 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | 0 | 0 | 0 | 0 | 1,615,486 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (1,513,984) | (4,709,536) | (536,492) | 7,287,773 | (123,259) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (87,368) | 0 | | 724,552 | | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | (480,601) | 0 | | | | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | 19,849 | 37,967 | 0 | 0 | 58,426 | | Addition for the Service Cost attributable to services rendered during the FY | | 0 | 0 | 0 | 1,956 | | Compensation Actually Paid | 1,143,300 | (788,144) | 3,502,374 | 11,403,669 | 9,092,540 | | Memo: Total Equity Value for CAP | 47,506 | (2,107,669) | 1,866,078 | 9,466,656 | 7,904,607 |

  129. Fiscal 2024 Potential Payments upon Termination or Change in Control

    Compensation Actually Paid Versus Company Performance CAP equity valuations are calculated on a basis consistent with grant date fair valuations, with assumptions updated to reflect the respective measurement dates. The following tables summarize the assumptions used for each fiscal year end valuation: PEO and Average NEO CAP Versus TSR 2020-2024 The following charts show the TSR trend of the Company’s PvP peers versus the PEO’s SCT compensation and CAP, and non-PEO NEOs’ average SCT compensation and CAP, respectively. PEO and Average NEO CAP Versus U.S. GAAP Net Income The chart below shows the relationship between cumulative PEO CAP and average non-PEO NEO CAP, and U.S. GAAP Net Income. The Company does not use U.S. GAAP Net Income in the compensation program. PEO and Average NEO CAP Versus Adjusted Diluted EPS The chart below shows the relationship between cumulative PEO CAP and average non-PEO NEO CAP, and the Company selected measure of Adjusted Diluted EPS, which features in the PSU performance measures for 2022, 2023, and 2024. Tabular List of Company Performance Measures The following table alphabetically lists the measures the Company believes are most important in linking compensation actually paid to company performance during 2024.

  130. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | 1. | Adjusted Diluted EPS ($) |

  131. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | 2. | Cash Conversion |

  132. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | 3. | CNH TSR |

  133. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | 4. | Consolidated Adjusted EBIT Margin (%) |

  134. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | 5. | Consolidated Revenues ($) |

  135. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | 6. | Industrial Return on Invested Capital (“Industrial ROIC %) |

  136. Fiscal 2024 Potential Payments upon Termination or Change in Control

    All identified financial measures are listed. Further details on these measures and how they feature in our compensation plans can be found in the CD&A. Fiscal 2024 Pay Ratio As required by and pursuant to SEC rules, the Company’s median employee total compensation as compared to Mr. Marx, CEO, for 2024 has been calculated.

  137. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | The annual total compensation for the CNH median employee was $31,409. |

  138. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | The annual total compensation of the Company’s CEO, as reported in the Summary Compensation Table, was $19,497,596. For the purposes of pay ratio calculation purposes, as Mr. Marx was CEO for only part of 2024, we are using an annualized annual total compensation estimate of $20,488,833 (1) . |

  139. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | The ratio of Mr. Marx’s annualized total compensation to the median employee’s total compensation for the 2024 fiscal year was approximately 652 (2) . |

  140. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | Name and Principal Position | Year | Salary | Bonus $ | Stock Awards $ | Non-equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Gerrit Marx Chief Executive Officer | 2024 | 1,250,000 | - | 18,500,033 | 588,800 | - | 150,000 | 20,488,833 |

  141. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (1) $20,488,833 annualized total annual compensation assumes salary and annual bonus not prorated for time in position, with an estimate of $150,000 for All Other Compensation. |

  142. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | (2) In 2024, Mr. Marx’s total compensation includes the value of an RSU grant with an initial grant value of $11,920,000. Mr. Marx’s target total compensation fixed for 2024 through 2027 is $12,275,000 (assuming an annualized $150,000 All Other Compensation noted above), which would result in a ratio of 391. |

  143. Fiscal 2024 Potential Payments upon Termination or Change in Control

    The median employee was identified using the following methodology:

  144. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | November 30, 2024, was selected as the date to determine median employee compensation |

  145. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | All full-time, part-time, temporary, and seasonal employees globally with available compensation data (excluding the CEO) were included for a total of 35,805 employees, 26.8% located in the U.S. and 73.2% outside the U.S. |

  146. Fiscal 2024 Potential Payments upon Termination or Change in Control

    | • | Annualized base pay was used as a consistently applied compensation measure to identify the median employee. |

  147. Fiscal 2024 Potential Payments upon Termination or Change in Control

    The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above.

  148. Compensation of Directors

    Compensation of Directors The Board consists of a one-tier structure including Executive Directors (the Chair and the CEO roles) with managerial roles and Non-Executive board members with supervisory roles. The Board has collective responsibility for the strategy of the Company and is currently composed of nine Directors. The Board of the Company appointed the following internal committees: (i) an Audit Committee, (ii) a Governance and Sustainability Committee, and (iii) a Human Capital and Compensation Committee. The CEO is also the primary NEO in this report whose compensation is disclosed in detail in the CD&A and corresponding compensation tables section. The Chair’s compensation is disclosed in this section with the Directors, although her compensation is structured differently, as indicated below. Non-Executive Directors has been structured with the following objectives in mind:

  149. Compensation of Directors

    | • | Offer competitive compensation to attract and retain highly qualified leaders to guide and govern a large, global, complex organization; |

  150. Compensation of Directors

    | • | Recognize the substantial investment of time and expertise necessary for the Directors to discharge their duties; |

  151. Compensation of Directors

    | • | Ensure that compensation is easy to understand and is regarded positively by our shareholders and employees; and |

  152. Compensation of Directors

    | • | Comply with Dutch corporate governance best practices and comply with Dutch and SEC regulations. |

  153. Compensation of Directors

    The compensation of Non-Executive Directors is not dependent on the Company’s financial results. Non-Executive Directors do not receive benefits upon termination of their service as directors, nor any other benefit, perquisites. No meeting fees are paid, but Directors are reimbursed for expenses related to meeting attendance. For some countries, Non-Executive Directors and the Company are subject to social contributions on the fees earned. The compensation of the Chair and Non-Executive Directors was reviewed by the HCC Committee in 2024. Compensation for Non-Executive Directors The compensation of Non-Executive Directors is governed by the Company’s Compensation Plan within the scope of the Company’s Remuneration Policy. The following chart describes compensation paid to Non-Executive Directors:

  154. Compensation of Directors

    | Non-Executive Director Compensation | Total | | Annual cash retainer | $125,000 | | Additional retainer for Audit Committee member | $25,000 | | Additional retainer for Audit Committee Chair | $35,000 | | Additional retainer for member of other Board committees | $20,000 | | Additional retainer for Chair of other Board committees | $25,000 | | Annual Grant of Restricted Share Unit Awards | $60,000 |

  155. Compensation of Directors

    In 2019, upon the recommendation of the HCC Committee, the Board resolved to implement share ownership guidelines for the Non-Executive Directors. Applicable to Non-Executive Directors appointed or reappointed in April 2019 or thereafter, Non-Executive Directors are expected to own Company shares in an aggregate amount of not less than one times their annual retainer fee, which is $125,000, within 24 months of first appointment to the Board. The Non-Executive Directors are expected to hold Company shares as a long-term investment and, as such, are expected to hold their Company shares while on the Board and for an additional three months after their Board service terminates. Compensation for the Chair The Chair role, held by Suzanne Heywood, is an Executive Director managerial board role, whose compensation differs from the supervisory board members. The Chair is not an NEO and therefore her compensation is not included in the CD&A section of this Notice of Meeting and Proxy Statement. The following table summarizes the fundamental purpose and features of the Chair’s compensation elements for 2024:

  156. Compensation of Directors

    | Element | Purpose | Key Features | | Base Salary 25% of compensation package | Provide competitive salary; provide sufficient fixed pay to discourage inappropriate risk-taking | Fixed cash compensation Target at median reference for relevant benchmark for Chair only role Set taking into account role scope, market data, and an individual’s skills and prior experience Base salary for fiscal 2024 was set at $500,000 (fixed) | | Long-term Equity Incentives (LTI) 75% of compensation package | Encourage achievement of long-term strategic objectives; encourage share ownership and retention; motivate sustainable value creation; align Chair’s interests with those of shareholders | At-risk variable equity compensation Target awards combine PSUs (75%) and RSUs (25%) PSUs earned based on achieving quantifiable performance objectives, with the maximum number of shares that can be earned capped at 200% of target Chair award subject to a five-year holding period from the date of grant A portion of vested shares are sold to cover tax withholding, per tax regulation, which does not violate the Share Ownership Guidelines or Holding Requirement Subject to the recoupment policy (clawback) Prorated equity award vesting in the event of death, disability, or involuntary termination by the company (not for cause) The target equity grant for fiscal 2024 was $1,750,000 The associated maximum equity value before share price movements is taken into account is $3,062,000 (assumes 75% of the award is earned at 200% of target and 25% of the award is earned at 100% of target) | | Post-Employment Benefits | Provide future income security | Retirement savings benefits comparable to U.K. based salaried employees No cash severance benefit | | Other Benefits | Attract and retain well-qualified executive | Select U.K. executive benefits including life, accident, and disability insurance Limited personal usage of car service for security | | Share Ownership Guidelines | Align Chair’s interests with those of shareholders | Acquisition and holding of the Company’s common shares with a value of five times base salary within five years of appointment to the Board (requirement already met) |

  157. Compensation of Directors

    Directors’ Compensation Table The following table summarizes remuneration paid or awarded (in USD) to the Company’s non-NEO Directors for the year ended December 31, 2024:

  158. Compensation of Directors

    | Name | Position | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Suzanne Heywood | Chair | 500,000 | 1,384,140 | 1,425,433 | 3,309,573 | | Elizabeth Bastoni | Director | 170,000 | 53,865 | — | 223,865 | | Howard W. Buffett | Director | 165,000 | 53,865 | — | 218,865 | | Richard Kramer | Director | 150,000 | 53,865 | — | 203,865 | | Karen Linehan | Director | 160,000 | 53,865 | — | 213,865 | | Alessandro Nasi | Director | 170,000 | 53,865 | — | 223,865 | | Vagn Sørensen | Director | 150,000 | 53,865 | | 203,865 | | Åsa Tamsons | Director | 150,000 | 53,865 | — | 203,865 |

  159. Compensation of Directors

    | (1) All cash fees earned in fiscal year 2024 for services as a Director, including committee chairperson and member fees. |

  160. Compensation of Directors

    | (2) Represents the aggregate grant date fair value of PSUs and/or RSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, and does not correspond to the actual value that will be realized by the Chair or any of the Directors. In fiscal 2024, the grant date was May 10, 2024, and the grant price was $9.19 for the 38,310 RSUs granted to the Chair. The grant date was November 15, 2024, and the grant price was $8.98 for the 114,930 PSUs granted to the Chair. For the Directors, the grant date was June 10, 2024, and the grant price was $9.73 for the RSUs. |

  161. Compensation of Directors

    | (3) The amounts in All Other Compensation for the Chair include the following. Ms. Heywood is allowed usage of the corporate aircraft for business purposes. She did not use it for personal usage in 2024. |

  162. Compensation of Directors

    | Suzanne Heywood | Personal Usage of Car Service | Executive Health Assessment | Defined Contributions | National Insurance | Total | | 2024 | 185,525 | 12,753 | 25,216 | 1,201,939 | 1,425,433 |

  163. Disclosures According to Dutch Civil Code and Dutch Corporate Governance Code

    | (1) For the purposes of pay ratio calculation purposes, the compensation for the CEO is as reported for the SEC Fiscal 2024 Pay Ratio, an estimate of annualized total annual compensation from the SEC Summary Compensation Table, $20,488,833. This accounts for Mr. Marx’s being CEO for only part of 2024. |