DEF 14A of CNH Industrial N.V., Mar 25, 2026

DEF 14A of CNH Industrial N.V.

Filed Mar 25, 2026 · FY20250001193125-26-124227

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 2027 are:

  2. Director Nominees

    | | | | Committee Memberships | | | | Name, Age | Independence (for NYSE and Dutch Code purposes) | Joined CNH Board | Governance and Sustainability | Human Capital and Compensation | Audit | | Suzanne Heywood, 57 | | 2016 | | | | | Gerrit Marx, 50 | | 2025 | | | | | Elizabeth Bastoni, 60 | INDEPENDENT | 2023 | MEMBER | CHAIRPERSON | | | Howard W. Buffett, 42 | INDEPENDENT | 2020 | CHAIRPERSON | MEMBER | | | Karen Linehan, 67 | INDEPENDENT | 2022 | | | CHAIRPERSON | | Alessandro Nasi, 51 | | 2019 | | | | | Richard Palmer, 59 | INDEPENDENT | 2026 Nominee | | | | | Lorenzo Simonelli, 52 | INDEPENDENT | 2026 Nominee | | | | | Vagn Sørensen, 66 | INDEPENDENT | 2020 | MEMBER | | MEMBER |

  3. Director Nominees

    | Suzanne Heywood | Director Since 2016 | Age: 57 | | 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. 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., 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 Since 2025 | Age: 50 | | Executive Director, Chief Executive Officer | Gerrit Marx is the Chief Executive Officer of CNH. He leads a 34,000+ 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 U.S. 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: 60 | | 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 U.S. 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 École du Louvre in Paris. Born in 1965, American citizenship. |

  6. Director Nominees

    | Howard W. Buffett | Independent | Director Since 2020 | Age: 42 | | 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 sustainability, effective governance, 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, and Holganix. He chairs the Advisory Council for Harvard University’s International Negotiation Program and serves as Senior Advisor to the Aspen Institute. 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

    | Karen Linehan | Independent | Director Since 2022 | Age: 67 | | 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 to 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 to 1996, International Counsel from 1996 to 2000 and Deputy Head of Legal Operations from 2000 to 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 U.S. 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. |

  8. Director Nominees

    | Alessandro Nasi | Director Since 2019 | Age: 51 | | | Alessandro Nasi is an international business leader whose extensive governance experience spans major global industrial, technology, and investment groups. He 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 served as Chairman of Iveco Defence Vehicles and Chairman of Astra Veicoli Industriali - both former affiliates of Iveco Group - from 2019 to March 2026. Mr. Nasi is a currently a Director of Exor N.V., Chairman of Comau, Director of Iveco Group and Chair of its Environmental, Social, and Governance Committee and member of its Human Capital & Compensations Committee. He is a Director of KIRKBI, the holding and investment company which owns Lego Group and, from May 2025, is also a member of the LEGO Group Board. 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. In 2026, Mr. Nasi joined the board of Associated Spring U.S., LLC in January, and the Digital Value SpA board in March as a director and member of their Control & Risk and ESG committees. Alessandro Nasi has a bachelor's degree in Economics from the University of Turin, in Italy. Born in 1974, Italian citizenship. |

  9. Director Nominees

    | Richard Palmer | Independent | Director Nominee | Age: 59 | | | Richard Palmer is a nominee to be an Independent Director for CNH Industrial. He is a seasoned and respected board director with 20 years of experience as a Chief Financial Officer (CFO) to several public companies. Mr. Palmer is currently a Non-Executive Director of Prysmian (Italy) where he chairs the Remunerations & Nominations Committee, Group 14 (USA) where he chairs the Audit Committee as well as an advisor to the investment committee of Obsidian Capital (Italy), and an employee advisor to Stellantis N.V. (Netherlands). Mr. Palmer’s CFO roles span the automotive industry: Comau (2003-2005); Iveco (2005-2006), Fiat Auto (2007-2009), Chrysler Group (2009-2011), Fiat Chrysler Automobiles (FCA, 2011-2020) and latterly Stellantis, where he was the Group CFO following the merger of Fiat Chrysler Automobiles with Groupe PSA in January 2021. He retired from this role in June 2023. He has an extensive background in finance, business operations, and M&A, having held leadership roles in numerous transactions, including Fiat Group’s acquisition of Chrysler Group and the merger of FCA with PSA. Earlier in his career, Mr. Palmer held finance positions at General Electric Oil & Gas (1997-2003), United Technologies Corporation (1994-1997) and Price Waterhouse (1988-1994). He was an executive board director of FCA from 2019 to 2020 and a Non-Executive Director of RRDonnelley and its successor company LSC Communications from 2013 to 2019. He is a Chartered Accountant and member of the ICAEW (UK). He holds a Bachelor of Science in Microbiology & Biotechnology from the University of Warwick U.K. Born in 1966, British and Italian citizenship. |

  10. Director Nominees

    | Lorenzo Simonelli | Independent | Director Nominee | Age: 52 | | | Lorenzo Simonelli is a nominee to be an Independent Director for CNH Industrial, which would mark his return to the Company's Board of Directors, having previously served from 2019 to 2021. Mr. Simonelli is a globally recognized leader in the industrial and energy technology sectors, with more than 25 years of experience across multinational corporations. He has extensive experience in global operations, technology‑led transformation, and large‑scale industrial integrations. Following the merger of GE Oil & Gas and Baker Hughes Inc. in 2017, Mr. Simonelli was appointed as both Chairman and Chief Executive Officer of the newly created company Baker Hughes (NASDAQ: BKR). Prior to leading Baker Hughes, Mr. Simonelli served as President and CEO of GE Oil & Gas (2013–2017). His earlier executive roles at General Electric included President and CEO of GE Transportation (2008–2013), where he expanded the business into advanced technology manufacturing and intelligent propulsion systems; as well as senior finance and product leadership positions within GE Consumer & Industrial, Appliances, Lighting, and Electrical Distribution & Motors. Lorenzo Simonelli began his career at GE in the Financial Management Program, holding diverse assignments across GE International, Shared Services, Oil & Gas, and Consolidated Financial Insurance. He currently serves on the Board of Directors at Iveco Group N.V. He previously served as a board member of C3.ai, Inc. (2020–2021). Lorenzo Simonelli holds a bachelor’s degree in Business & Economics from Cardiff University (UK). Born in 1973, British, Italian, Swiss, and U.S. citizenship. |

  11. Director Nominees

    | Vagn Sørensen | Independent | Director Since 2020 | Age: 66 | | Committees: Audit, Governance and Sustainability | Vagn Sørensen was appointed Director of CNH in April 2020 and currently serves as its Senior Non-Executive Director. 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, 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. |

  12. Performance Highlights

    Performance Highlights CNH continued to navigate economic challenges and industry downturns in fiscal 2025, marked by soft commodity prices and decreased consumer demand. These headwinds were compounded by U.S. tariffs and market uncertainty. As a result of these exogenous factors, the Company’s overall financial performance was impacted. CNH took decisive actions to proactively manage short-term challenges including maintaining disciplined production levels, reducing channel inventories, investing in technological advancements, and driving operational excellence. In May, CNH launched its new Strategic Business Plan ("SBP"), "Path to 2030." The SBP is designed to position the Company for long-term market share growth amidst expectations for a persistently adverse business landscape. Key programs, including a global platform re-launch, emphasize integration between precision technology and iron and contribute to a roster of new products and models. Additionally, a sharpened emphasis on product quality, minimized general and administrative spending, and prioritization of manufacturing process improvements demonstrate CNH's commitment to maximizing operational efficiencies and improving financial performance. These purposeful initiatives focus on building innovative solutions to support farmers and construction workers globally. Pay Highlights Compensation decisions appropriately reflected the challenges facing the Company, as pay outcomes aligned with fiscal year performance. No increases in target compensation for existing NEOs in 2025. The Company Bonus Plan ("CBP") - CNH's short-term incentive ("STI") plan - achieved 80.5% of target in 2025, based on a combination of financial and operational performance measures. • The performance share units ("PSU") granted under the 2023-2025 long-term incentive ("LTI") plan did not achieve the performance hurdle, and therefore were not earned. • In light of the unprecedented and unforeseen impact of tariffs, countermeasures, and other international trade developments which were not evident at the time of grant, the HCC Committee approved a modest adjustment to the PSUs in the 2025-2027 LTI plan, removing the hurdle requiring both financial metrics in the plan to achieve minimum threshold performance for any payout to occur. Each metric must still independently reach threshold to achieve a payout. • The decision to remove the hurdle directly aligns the Company's plan with market practice, specifically the Executive Compensation Peer Group disclosed in the Use of Market Data portion of the Compensation Governance section. A review of benchmark practices showed that a performance hurdle impacting multiple metrics in incentive plan design is uncommon. The PSUs remain subject to the rigorous, challenging, and motivating targets that were originally approved. All other terms and conditions remain the same. • No adjustments were proposed or implemented to the completed 2023-2025 LTI plan, or the ongoing 2024-2026 LTI plan.

  13. Organizational and Leadership Changes

    Organizational and Leadership Changes In 2025, CNH refreshed its Global Leadership Team (GLT), by making the following changes: • James Nickolas joined CNH on April 11, 2025, and began serving as CFO on May 6, 2025, replacing former CFO Oddone Incisa. Mr. Nickolas joined the Company from Martin Marietta, where he served in the same role. • Francesco Tutino joined CNH on May 1, 2025, as CHRO from Prysmian, where he served in the same role. In connection with their appointments: • Mr. Nickolas received a restricted share unit ("RSU") grant intended to offset economically equivalent LTIs forfeited from his former employer (“make-whole grant”), as well as an RSU grant intended to offset economically equivalent retirement benefit opportunities forfeited from his former employer (“supplemental grant”). • Mr. Tutino received an RSU grant intended to offset economically equivalent LTIs forfeited from his former employer ("make-whole grant") in connection with his appointment. Mr. Nickolas and Mr. Tutino did not receive any cash sign-on bonuses or inducement awards. The grant value and vesting provisions of these grants are outlined below:

  14. Organizational and Leadership Changes

    | NEO | Grant | Grant Value | Vesting Provisions | | James Nickolas | Make-whole grant | $4,500,000 | • 50% vests on April 30, 2026 • 50% vests on April 30, 2027 • Subject to satisfactory performance and continued employment on each vesting date | | James Nickolas | Supplemental grant | $3,600,000 | • Fully vests on May 10, 2030 • Vest date reflects when Mr. Nickolas would have been eligible for retirement at his former employer | | Francesco Tutino | Make-whole grant | $1,624,125 | • 27,211 shares vested on August 8, 2025 • 105,371 shares vest on April 30, 2026 • Subject to satisfactory performance and continued employment on each vesting date |

  15. Organizational and Leadership Changes

    The value of both make-whole grants reflect the NEOs' estimated forfeited compensation at the time of their joining CNH. Mr. Nickolas' supplemental grant reflects the median estimated value of his forfeited retirement benefit, with the maximum value determined as $13,000,000. RSUs were selected as the vehicle for both grants for the purpose of more closely aligning the timing of the value realized with that of the forfeited benefits and to further support alignment with shareholders. Mr. Incisa, CNH's former CFO, stepped down effective May 6, 2025, and continued to serve as an employee through May 31, 2025. He was appointed CFO in March 2020 and provided the Company with over 28 years of service. Mr. Incisa’s resignation was not the result of any dispute or disagreement with the Company or the Board. In connection with his stepping down, Mr. Incisa forfeited all unvested equity awards, including those granted in 2023 and 2024. He did not receive a grant in 2025. Pursuant to Italian statutory requirements, he received an end-of-employment payment under the Italian collective labor agreement specific for Dirigenti (senior executives) of CNH, Iveco Group, Ferrari, and Stellantis, which is legally required to be paid to each executive of CNH Italy upon termination of their employment by mutual consent. The payment is calculated according to a legally set formula based on an employee’s salary, tenure, age, and dependents. Mr. Incisa’s payments are reflected in his 2025 “All Other Compensation” amounts in the Summary Compensation Table ("SCT"). 2025 Target Direct Compensation Mix The NEOs’ target pay mix emphasizes the Company’s pay for performance philosophy, with a majority of target compensation delivered through incentive awards. For the CEO, the LTI is composed entirely of PSUs, while for the other NEOs, PSUs represent 67% of their LTI mix. Summary of 2025 Compensation Elements The following table provides a summary of key compensation components for the CEO and current NEOs, excluding one-time compensation elements, in alignment with CNH's compensation philosophy, policies, and practices.

  16. Organizational and Leadership Changes

    | Element | Purpose | | Base Salary | • Attract and retain well-qualified executives. • Provide sufficient fixed pay to discourage inappropriate risk-taking. | | STI (CBP) | • Motivate achievement of near-term business priorities through objectives critical to operations, annual strategic plans, and sustainability. • See the CBP Incentives & Outcomes section for more information. | | LTI | • Align CEO compensation with Company performance, reflected by annual grants solely consisting of PSUs. • Align NEO compensation with long-term value creation and shareholder interests. • Support, encourage, and recognize achievement of long-term strategic objectives. • Encourage stock ownership and retention, highlighted by extended vesting and post-vest holding periods for NEOs. • See the Equity Incentives section for more information. |

  17. Organizational and Leadership Changes

    | NEO | Base Salary | CBP Target (% of Base) | Target Bonus | LTI Target (% of Base) | Target Equity Grant Value | Target TDC | Realized Pay | Realized Pay (% of Target) | | Gerrit Marx | $1,250,000 | 150% | $1,875,000 | 720% | $9,000,000 | $12,125,000 | $10,885,120 | 90% | | James Nickolas | $825,000 | 100% | $825,000 | 375% | $3,093,750 | $4,743,750 | $574,327 | 12% | | Stefano Pampalone | CHF 564,270 | 80% | CHF 451,416 | 200% | CHF 1,128,540 | CHF 2,144,226 | CHF 1,389,342 | 65% | | Francesco Tutino | €480,000 | 75% | €360,000 | 200% | €960,000 | €1,800,000 | €676,279 | 38% | | Jay Schroeder | $505,000 | 75% | $378,750 | 150% | $757,500 | $1,641,250 | $796,864 | 49% |

  18. CBP Incentives & Outcomes

    | NEO | Target Bonus | Final CPF | Individual Performance Rating | Individual Performance Modifier | Earned CBP Incentive | | Gerrit Marx | $1,875,000 | 80.5% | N/A | N/A | $1,509,400 | | James Nickolas(1) | $825,000 | 80.5% | Effective | 110% | $730,500 | | Stefano Pampalone | CHF 451,416 | 80.5% | Effective | 100% | CHF 363,400 | | Francesco Tutino(1) | €360,000 | 80.5% | Outstanding | 120% | €347,800 | | Jay Schroeder | $378,750 | 80.5% | Effective | 100% | $297,200 |

  19. Equity Incentives

    Equity Incentives Equity incentives delivered under the Long-Term Incentive Plan (LTIP) are a vital component of the NEOs’ overall reward packages. Equity is delivered solely in PSUs for the CEO. For all other NEOs, equity is delivered in a combination of PSUs and RSUs, calculated as a percentage of grant value. The Company does not pay dividends or dividend equivalents on PSUs and RSUs. The LTI target amounts shown exclude make-whole grants and supplemental grants. Mr. Incisa is not included as he did not receive an LTIP equity award in 2025 due to his stepping down from CFO, effective May 6, 2025.

  20. Equity Incentives

    | NEO | 2025-2027 LTI Target Amount | PSU Weight | RSU Weight | | Gerrit Marx | $9,000,000 | 100% | 0% | | James Nickolas | $3,093,750 | 67% | 33% | | Stefano Pampalone | CHF 1,128,540 | 67% | 33% | | Francesco Tutino | €960,000 | 67% | 33% | | Jay Schroeder | $757,500 | 67% | 33% |

  21. Equity Incentives

    LTIP PSU Measures & Awards The following measures were used for the PSU portion of the 2023-2025, 2024-2026, and 2025-2027 LTIP. CNH adjusts U.S. GAAP financial measures for purposes of financial performance measure to ensure the results properly reflect management contributions. Reconciliations can be found on Annex A (page 80).

  22. Equity Incentives

    | PSU Measures | Definition | Intended Impact | | Cumulative Adjusted Diluted Earnings per Share ("EPS") | 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. | Drive bottom line earnings. | | Average Industrial Return on Invested Capital ("RoIC") | Adjusted EBIT (after-tax) divided by Average Industrial Invested Capital, calculated as a three-year average. | Incentivize efficient use of capital. | | Cumulative Relative Total Shareholder Return ("TSR") | Three-year TSR relative to peers, measured as the change in adjusted stock price in local currency using a 1-day average price at the start and end of the performance period. Stock prices are adjusted to reflect dividend distribution and other extraordinary company events (e.g., a spin-off). | Incentivize delivery of superior market returns. |

  23. Equity Incentives

    2025-2027 LTIP Grant: PSUs The following goals were approved for the PSU portion of the 2025-2027 awards with a three-year performance period starting on January 1, 2025. While the measures were unchanged from the 2023-2025 and 2024-2026 grants, the framework was simplified to have three (rather than five) defined goal levels, with interpolation between each level of performance.

  24. Equity Incentives

    | | | | EPS | | | | 2025-2027 LTIP | | | Threshold | Target | Maximum | | | | | <$2.73 | $3.21 | ≥$3.90 | | | Maximum | ≥12.57% | 115% | 150% | 200% | | RoIC | Target | 11.20% | 65% | 100% | 150% | | | Threshold | <9.52% | 30% | 65% | 115% |

  25. Equity Incentives

    The PSU targets set for 2025-2027 were higher than those set for the 2024-2026 performance period, but lower than those set for the 2023-2025 performance period. These targets reflect the HCC Committee and leadership team's expectation for market headwinds to extend the negative impacts of the industry downturn. When setting the targets for the 2025-2027 PSUs, the Company considered the cyclicality and anticipated trends within the agriculture industry to establish challenging yet incentivizing goals. Consistent with prior cycles, the originally approved awards required threshold performance achievement on both the RoIC and EPS measures for any payout to occur. However, in light of the unprecedented and unforeseen impact of tariffs, countermeasures, and other international trade issues, on February 25, 2026, CNH’s HCC Committee approved the removal of the hurdle from the 2025-2027 LTI plan requiring both metrics to achieve threshold performance for any payout to occur. The PSUs remain subject to the same robust and challenging threshold, target, and maximum goals. With the removal of the hurdle, each measure will be assessed independently, and is intended to ensure that the plan remains appropriately motivating over the three-year performance period. The decision also drives stronger alignment with market benchmark practices, especially compared to both the Company's executive compensation and TSR peer groups. All other terms and conditions of the award remain unchanged. The number of PSUs earned in respect to the EPS and RoIC measures is subject to a relative TSR modifier, with the maximum payout capped at 200% of target. CNH measures TSR performance relative to a TSR peer group, consisting of companies with generally similar industry and financial characteristics. The TSR modifier is based on the Company's relative position within the peer group, as demonstrated below:

  26. Equity Incentives

    | Category | Position | Multiplier | | Outstanding | ≥75th Percentile | 1.25 | | Target | 50th Percentile | 1.00 | | Threshold | ≤25th Percentile | 0.75 |

  27. Equity Incentives

    The peer group for 2025-2027 PSUs includes: AB Volvo, AGCO Corporation, Alstom SA, Bucher Industries AG, Caterpillar Inc., Cummins Inc., Deere & Company, Honeywell, Husqvarna AB, Johnson Controls, Komatsu Ltd., Koninklijke Philips N.V., Kubota Corporation, Sandvik AB, Terex Corporation, The Toro Company, Trimble Inc., and Westinghouse Air Brake Technologies Corporation. This peer group is unchanged from the 2024-2026 grant. Any PSUs earned for the 2025-2027 performance period will vest on February 28, 2028, following HCC Committee approval, and any PSUs earned by the CEO are subject to a holding period until the fifth anniversary of the date of grant. 2025-2027 LTIP Grant: RSUs RSUs will vest on May 10, 2028, at which time they will be settled in CNH Industrial common stock. The awards may be forfeited for unfavorable individual performance at the sole discretion of the HCC Committee. PSU Payout of 2023-2025 PSUs The NEOs’ PSU payout delivered is contingent on the achievement of pre-established financial measures and performance objectives, as demonstrated by the calculations seen below.

  28. Equity Incentives

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

  29. Equity Incentives

    The following goals and achievements were approved by the HCC Committee for 2023-2025 PSUs. For any payout to be earned, both metrics had to achieve threshold performance. Because the RoIC performance of 12.1% was below the threshold of 12.2%, the CPF was 0.0%.

  30. Equity Incentives

    | Measure(1) | Weight | Threshold | Target | Maximum | Actual | Actual vs. Target | Weighted CPF | | Cumulative Adjusted Diluted Earnings per Share (EPS) | 50% | $3.11 | $5.29 | $6.43 | $3.23 | 61.1% | 15.9% | | Average Industrial Return on Invested Capital (RoIC) | 50% | 12.2% | 21.3% | 23.9% | 12.1% | 56.8% | 0.0% | | Pre-TSR Achievement | - | - | - | - | - | - | 0.0% | | Final TSR Multiplier(2) | - | - | - | - | - | - | 0.75 | | Final CPF | - | - | - | - | - | - | 0.0% |

  31. Equity Incentives

    (1) CNH adjusts U.S. GAAP financial measures for purposes of financial performance measure to ensure the results properly reflect management contributions. (2) TSR performance was assessed relative to two peer groups for the 2023-2025 performance period. Two-thirds of the modifier was assessed relative to the aforementioned group used for the 2025-2027 PSUs. One-third of the modifier was assessed relative to the same group, excluding Honeywell, Johnson Controls and Koninklijke Philips N.V. CNH ranked below the 25th percentile of both peer groups, resulting in a multiplier of 0.75. See the Pay versus Performance disclosure on page 44 for additional detail and context on CEO compensation trends relative to Company performance. Additional Awards The HCC Committee considers the need for additional awards to recognize leadership and strengthen retention of key executives. Consistent with these considerations, in March 2025, the Committee approved a one-time award of 39,247 RSUs for Mr. Schroeder in recognition of his leadership. This award aligns with the Company's goal to further integrate technology and iron, promotes leadership stability amidst other organizational changes, and prioritizes consistent oversight of a business function central to achieving long-term strategic goals. The RSUs will vest on May 10, 2027, subject to Mr. Schroeder's continued employment and performance, as stated in the award agreement. The Company seeks to align NEO benefits with local market norms and to provide eligible NEOs with participation in broader employee benefits programs offered in the countries where each NEO is based. Some provisions are specific to the NEO’s Global Leadership Team role. The following tables summarize the key benefits offered to each of the NEOs. Benefits

  32. Equity Incentives

    | NEO | Defined Contribution(1) | Car Benefit(2) | Benefit Allowances | | Gerrit Marx(3) | Germany contract DC Plan: Insured pension scheme via Allianz-Pensions-Management e.V. | Per country lease car policy | N/A | | James Nickolas | 401k & NQ Deferred Compensation Plans | Per country lease car policy | Domestic relocation benefit | | Stefano Pampalone(4) | Swiss DC plan: LPP (second pillar) | Reimbursement in lieu of Swiss leased car | International relocation benefits | | Francesco Tutino | Italy contract DC Plan: FIPDAF | Per country lease car policy | N/A | | Jay Schroeder | 401k & NQ Deferred Compensation Plans | Per country lease car policy | N/A | | Oddone Incisa | Italy contract DC Plan: FIPDAF | Per country lease car policy | N/A |

  33. Equity Incentives

    (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 Italy or in Switzerland. (2) GLT members’ benefits follow their respective country’s car lease policy apart from a larger variety of brands and models available, if available, in their country. (3) As CEO, Mr. Marx was permitted use of the corporate aircraft for domestic and in-region business purposes only, in accordance with his employment agreement and the Corporate Aircraft Policy. In Germany, Gerrit Marx participates in an occupational pension scheme via a fully-reinsured Support Fund (“Allianz-Pensions-Management e.V.”) to provide longer-term savings opportunities on a tax-efficient basis for retirement and future income needs. Similar pension schemes are commonly offered by German companies for executives. Mr. Marx receives an employer contribution of 2.6% of the eligible pay up to the German Social Security Contribution Ceiling (SSCC). In 2025, the relevant SSCC amounts to €96,600. In addition, Mr. Marx may defer up to 6% of his salary. The Company also makes matching contributions on eligible employee contributions, providing a 100% match of the participant’s contributions, directly aligned with local market practice. There was no minimum number of months of service to be completed to receive matching contributions from the Company. Participant deferrals, employer matching contributions, and related earnings are always 100% vested. (4) Mr. Pampalone received a monthly housing allowance of CHF 2,500, taxable to him, as part of a legacy agreement when he transferred to Lugano, Switzerland from Italy which was provided up to May 2025. See the All Other Compensation table for additional information. Contractual Severance Entitlements and Restrictive Covenants

  34. Equity Incentives

    | NEO | Country of Agreement | Restrictive Covenants(1) | Severance(2) | | Gerrit Marx | U.S. employment agreement | One year non-compete and non-solicitation applicable to all NEOs. | 12 months | | James Nickolas | U.S. employment agreement | | 12 months | | Stefano Pampalone | Swiss employment agreement | | 29 months | | Francesco Tutino | Italy collective labor agreement specific for Dirigenti of CNH, Iveco Group, and Stellantis | | 30 months | | Jay Schroeder | U.S. employment agreement | | 12 months |

  35. Equity Incentives

    (1) There is no additional compensation during the restrictive covenant period(s) as the Global Leadership Team terms and conditions are deemed full consideration for the restrictions. See the table for "Potential Payments at Termination" for estimates based on eligibility as of December 31, 2025, and explanation of benefits. The eligible pay for Mr. Tutino’s months of severance is base salary, the average of 3-year bonus, and car benefit. The eligible pay for Mr. Pampalone's months of severance is base salary and certain legally required components. The eligible pay for the NEOs with U.S. employment agreements is base salary. Separation of Mr. Incisa Mr. Incisa, CNH's former CFO, stepped down effective May 6, 2025, and continued to serve as an employee through May 31, 2025. In connection with his stepping down, Mr. Incisa forfeited all unvested equity awards, including those granted in 2023 and 2024. Pursuant to Italian statutory requirements, he received an end-of-employment payment under the Italian collective labor agreement specific for Dirigenti (senior executives) of CNH, Iveco Group, Ferrari, and Stellantis, which is legally required to be paid to each executive of CNH Italy upon termination of their employment by mutual consent. The payment is calculated according to a legally set formula based on an employee’s salary, tenure, age, and dependents. Mr. Incisa’s payments are reflected in his 2025 “All Other Compensation” amounts in the SCT.

  36. Role of the HCC Committee

    Role of the HCC Committee The HCC Committee is currently comprised of three independent directors and is responsible for oversight of executive compensation, the Company’s remuneration policy and report, compensation of Non-Executive Directors, and broader human capital management matters, in accordance with U.S. SEC rules and regulations as well as Dutch laws and the Dutch Code. To fulfill its responsibilities, the HCC Committee engages regularly with the CEO, Executive Chair, and other Company leaders, 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 an independent compensation consultant, WTW, who routinely provides support to the HCC Committee upon request across a broad range of compensation matters, including but not limited to peer group development, market benchmarking, and incentive compensation design. The Company has audited and confirmed the independence of WTW as a third-party consultant. The HCC Committee invites WTW to attend meetings at its discretion. The Company's executive compensation practices, and the HCC Committee's implementation of the remuneration policy, are aligned with shareholder interests as evidenced by receiving 96.15% approval on the say-on-pay advisory vote at last year's AGM.

  37. Compensation Philosophy, Policies, and Practices

    | Principle | Execution | | Pay for Performance | Compensation is based on merit, considering Company and individual performance. The majority of NEO compensation is delivered through short and long-term at-risk elements. | | Provide Competitive Compensation | Compensation is competitive relative to a clearly defined, market-reference peer group broadly aligned with the Company's revenue and industry. | | Align with Business Strategy | Compensation is linked to achievement of goals that align with Company objectives. | | Reflect Business Cyclicality | Program design considers the cyclical nature of the agriculture and construction industries and aligns with industry practices. | | Commitment to Sustainability | Quantitative sustainability metrics are incorporated into CBP calculations for salaried participants. | | Align with Stakeholders’ Interests | LTIs are equity-based and linked to long-term financial and share price performance, including PSUs subject to a relative TSR modifier. | | Comply with Regulations & Policies | Incentive-based compensation paid to executive officers are subject to the Company’s Compensation Recovery Policy. | | Support Share Ownership | NEOs and other members of the GLT are subject to share ownership guidelines. |

  38. Use of Market Data

    Use of Market Data The Company periodically benchmarks its executive compensation programs relative to a defined peer group of companies similar to CNH’s size and industry. The HCC Committee did not change the peer group in 2025. The peer group includes U.S. and European listed companies and is constructed to position CNH near the median of key financial scoping criteria, including revenue and market capitalization. The U.S. listed companies in the 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. • The European listed companies are: Actividades de Construcción y Servicios, S.A., Alstom SA, Continental Aktiengesellschaft, Koninklijke Philips N.V., Sandvik AB, and AB Volvo. When benchmarking compensation for NEOs other than the CEO, the Company considers a combination of market data provided by WTW, its independent consultant. Survey data are selected using similar principles, with a focus on Company size and industry relevance. In setting individual NEO pay, the Company primarily considers factors such as country, scope of role, market data, and experience.

  39. Policies and Practices Related to the Grant of Certain Equity Awards

    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.

  40. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table

  41. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary (1)(2) | Bonus $(3) | Stock Awards $(4) | Non-equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | | Gerrit Marx | 2025 | 1,250,000 | 468,518 | 8,147,756 | 1,509,400 | 349,093 | 11,724,767 | | CEO | 2024 | 625,000 | - | 18,500,033 | 297,600 | 74,963 | 19,497,596 | | James Nickolas | 2025 | 574,327 | - | 10,295,719 | 730,500 | 733,672 | 12,334,218 | | CFO | | | | | | | | | Stefano Pampalone | 2025 | 679,232 | - | 1,397,811 | 438,224 | 594,831 | 3,110,098 | | CCO | 2024 | 587,987 | - | 967,902 | 211,530 | 394,644 | 2,162,063 | | | 2023 | 570,791 | - | 1,041,122 | 543,630 | 252,470 | 2,408,013 | | Francesco Tutino | 2025 | 361,600 | - | 2,725,798 | 393,014 | 53,159 | 3,533,571 | | CHRO | | | | | | | | | Jay Schroeder | 2025 | 543,975 | - | 1,253,308 | 297,200 | 76,735 | 2,171,218 | | CTO | | | | | | | | | Oddone Incisa | 2025 | 308,490 | - | - | - | 5,087,291 | 5,395,781 | | Former CFO | 2024 | 709,175 | - | 2,239,450 | 181,060 | 164,067 | 3,293,752 | | | 2023 | 702,159 | - | 2,424,600 | 636,886 | 231,305 | 3,994,950 |

  42. Fiscal 2025 Summary Compensation Table

    (1) The separation amount for Mr. Incisa is reported in the All Other Compensation table. For Mr. Schroeder, the amount includes deferrals into the CNH Industrial Deferred Compensation Plan ("CNH DCP"). Salary amounts deferred in 2025 are shown in the Fiscal 2025 Nonqualified Deferred Compensation Table. (2) For the non-US based NEOs, local currency base earnings were converted to US dollars ("USD") using the year-to-date average exchange rate. The table below shows the exchange rates (USD per local currency) used for each fiscal year:

  43. Fiscal 2025 Summary Compensation Table

    | Name | Local Currency | 2025 Average Exchange Rate | 2024 Average Exchange Rate | 2023 Average Exchange Rate | | Gerrit Marx | EUR | 1.1300 | 1.0824 | - | | Gerrit Marx | GBP | 1.3189 | 1.2785 | - | | Stefano Pampalone | CHF | 1.2059 | 1.1362 | 1.1124 | | Francesco Tutino | EUR | 1.1300 | - | - | | Oddone Incisa | EUR | 1.1300 | 1.0824 | 1.0813 |

  44. Fiscal 2025 Summary Compensation Table

    (3) Mr. Marx received a sign-on cash bonus of €412,500 on April 30, 2025, offsetting incentive opportunities forfeited from his prior employer. This amount reflects the foreign exchange rate used at the time of the payment rather than the average exchange rate for 2025. (4) Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 18 Share-Based Compensation, of our consolidated financial statements filed with the SEC in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”). For PSUs, the value at the grant date is based upon a target payout of the performance metric over the three-year performance period. For the PSUs granted in 2025, if the highest level of payout were achieved, the value of the PSU awards as of the grant date would be as follows: $16,295,512 (Marx), $4,331,776 (Nickolas), $1,907,482 (Pampalone), $1,519,642 (Tutino), $1,060,634 (Schroeder), and $0 (Incisa). RSUs will vest three years after the grant date, at which time they may be settled in CNH common stock. Refer to the Fiscal 2025 Grants of Plan Based Awards table and footnote 5 thereto for a description of the grant date fair value of stock awards. (5) Based on actual company performance, as discussed in the CD&A under “CBP Incentives & Outcomes” in the 2025 Compensation Decisions and Outcomes section. The NEOs earned a CBP award equal to 80.5% of the target opportunity. The awards for NEOs other than the CEO were adjusted for individual performance by a factor that ranged from 100% to 120%. Mr. Schroeder deferred 90% of the 2024 plan year CBP into the CNH DCP in 2025, as shown in the Fiscal 2025 Nonqualified Deferred Compensation Table. For Messrs. Pampalone and Tutino, their local currency 2025 CBPs were converted to USD using the 2025 full year average exchange rate, referenced above in footnote 2. All Other Compensation incurred in fiscal year 2025 is detailed and explained in the following table:

  45. Fiscal 2025 Summary Compensation Table

    | Name | Car(a)(b) | Benefit Allowances(c) | Tax Equalization (d)(e) | Defined Contribution Savings Plan Company Contributions(f) | Non-Qualified Deferred Contribution Plans(g) | Severance Payments(h) | Expatriate and Relocation Benefits(i) | Other(j) | Total | | Gerrit Marx | 50,935 | 12,154 | 205,828 | 80,176 | - | - | - | - | 349,093 | | James Nickolas | 14,992 | - | - | 29,212 | 29,173 | - | 646,799 | 13,496 | 733,672 | | Stefano Pampalone | 36,826 | 15,074 | 172,717 | 170,399 | - | - | 126,394 | 73,421 | 594,831 | | Francesco Tutino | 2,472 | - | - | 50,687 | - | - | - | - | 53,159 | | Jay Schroeder | 13,020 | - | - | 25,896 | 37,819 | - | - | - | 76,735 | | Oddone Incisa | 1,938 | - | - | 59,453 | - | 5,025,900 | - | - | 5,087,291 |

  46. Fiscal 2025 Summary Compensation Table

    (a) The NEOs are eligible for a leased car pursuant to the Company’s car policy in each country in connection with its arrangements with Stellantis NV. The values shown reflect the cost of the vehicle chosen by each NEO from an approved list of Stellantis brands, calculated in accordance with each NEO’s applicable country tax code. (b) Mr. Pampalone received a payment for the remaining value of the car leased in Italy. Of this amount, $22,722 represents the remaining value of lease and $14,104 covers the tax gross-up as per the car allowance policy. (c) The amount shown for Mr. Marx represents reimbursement for the cost of private health and nursing care insurance, as part of his employment agreement. The amount shown for Mr. Pampalone represents an annual housing allowance, taxable to him, which was provided as part of a legacy agreement when his role transferred from Italy to Lugano, Switzerland in December 2012, and concluded in May 2026 when his United Kingdom assignment started. (d) As provided in his employment agreement, Mr. Marx is tax equalized to the United States. To the extent he is subject to taxation outside of the United States, the Company will provide him with tax equalization payments to put him in the net, after-tax position that he would have been in had he only been subject to taxation within the United States. The amount shown consists of $54,029 from the United States, $130,443 from the United Kingdom, and $21,356 from Germany tax equalized to these countries. As of December 31, 2025, Mr. Marx's actual tax liability in Germany, as a tax resident, had not yet been finalized or paid, as the taxes due in Germany on his 2024 compensation will be calculated in 2026 and taxes due on his 2025 compensation will be calculated in 2027. As a result of the timing delays in the Germany tax filing, tax equalization amounts disclosed in future years will include the actual taxes paid in Germany. The estimated tax liability for Mr. Marx in all countries where he has a reporting obligation for the 2025 fiscal year is between $1.4M to $1.6M. (e) As per his employment agreement, following Mr. Pampalone’s move to Switzerland in December 2012, he has been tax equalized to Switzerland to ensure he is neither advantaged nor disadvantaged due to being an Italian tax resident. From June 2026, Mr. Pampalone began an international assignment to the UK where again he is tax equalized to Switzerland. (f) The NEOs participate in their countries’ defined contribution plan for salaried employees, and in the case of Messrs. Tutino and Incisa, as defined in the “Contratto Collettivo di Lavoro per i Dirigenti” the collective Labor Contract for Directors. The amounts include the 2025 contributions the Company made into their respective savings plans. (g) For Messrs. Nickolas and Schroeder, Company matching amounts above the qualified 401(k) plan limits are included above and are also disclosed in the non-qualified deferred compensation table. (h) Pursuant to Italian statutory requirements, he received an end-of-employment payment under the Italian collective labor agreement specific for Dirigenti (senior executives) of CNH, Iveco Group, Ferrari, and Stellantis, which is legally required to be paid to each executive of CNH Italy upon termination of their employment by mutual consent. The currency conversion at the time of the payment was used for the conversion to USD. (i) The amount shown for Mr. Nickolas represents the total domestic relocation benefit received upon joining the Company, in compliance with the North America Relocation Program. The amount shown for Mr. Pampalone represents a one-time relocation allowance payment of $73,642; an annual housing allowance totaling $32,577; healthcare coverage valued at $2,029; shipment of personal effects to the UK totaling $11,657; and a relocation agency management fee of $6,489; which were provided as part of his international assignment to the United Kingdom. (j) Per Mr. Nickolas' employment agreement, he is eligible for reimbursement of his legal expense incurred with the review of his employment agreement. For Mr. Pampalone, this represents the cost ($45,154) and tax gross-up ($28,267) of a coaching program, which is considered a taxable benefit under Swiss law.

  47. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards The following table provides additional information regarding both the short-term and long-term awards and potential payout ranges for awards that were granted in fiscal 2025. The short-term incentive awards were granted under the 2025 CBP and the LTI, awarded solely in equity awards, consisting of RSU and PSU awards under the CNH 2025-2027 LTI plan. The equity awards will deliver payout in future years subject to meeting the vesting and performance conditions. These awards are further described in the CD&A under “2025 Compensation Decisions and Outcomes - Equity Incentives.” Mr. Incisa is not included as he forfeited all unvested equity due to his stepping down from the Company, effective May 31, 2025.

  48. Fiscal 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (shares)(3) | | | | | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Gerrit Marx | 4/23/2025 | $562,500 | $1,875,000 | $3,750,000 | | | | | | | | 6/13/2025 | | | | 220,408 | 734,694 | 1,469,388 | 0 | $8,147,756 | | James Nickolas | 4/23/2025 | $247,500 | $825,000 | $1,650,000 | | | | | | | | 6/13/2025 | | | | 50,763 | 169,210 | 338,420 | 744,567 | $10,295,719 | | Stefano Pampalone | 4/23/2025 | $163,309 | $544,363 | $1,088,725 | | | | | | | | 6/13/2025 | | | | 22,353 | 74,511 | 149,022 | 36,700 | $1,397,811 | | Francesco Tutino | 4/23/2025 | $122,040 | $406,800 | $813,600 | | | | | | | | 6/13/2025 | | | | 17,808 | 59,361 | 118,722 | 161,820 | $2,725,798 | | Jay Schroeder | 4/23/2025 | $113,625 | $378,750 | $757,500 | | | | | | | | 3/11/2025 | | | | | | | 39,247 | $476,066 | | | 6/13/2025 | | | | 12,429 | 41,431 | 82,862 | 20,407 | $777,242 |

  49. Fiscal 2025 Grants of Plan-Based Awards

    (1) For the non-equity incentive plan awards, the grant date is the date the HCC Committee approved the range of estimated potential payouts for the 2025 performance year under the CBP. For equity awards, the grant date is the notification date of awards to the NEOs after the HCC Committee’s approval of the 2025-2027 LTI plan. Mr. Incisa is not included as he was not eligible for a 2025 CBP incentive payout or an equity award due to his stepping down from the Company, effective May 31, 2025. (2) These columns show the range of potential payouts under the CBP for the achievement of predetermined Company performance metrics and goals. The metrics and range of performance goals for threshold, target, and maximum are described in the CD&A in the “Compensation Decisions and Outcomes | CBP Incentives & Outcomes” section. For actual performance between threshold, target, and maximum, the earned CBP award will be prorated. For the NEOs other than the CEO, an individual modifier between 0% and 125% will be applied based on the CEO’s assessment of the NEO's performance relative to individual and team goals set in the Company’s Performance Management Process (PMP) for 2025. (3) Represents the potential payout range of the PSUs granted in May 2025 (notification to the NEOs was in June, as indicated in footnote 1). The number of shares that vest is based on the achievement of predetermined performance metrics and goals for the three-year period, January 1, 2025 through December 31, 2027. The metrics and range of performance goals for threshold, target, and maximum are described in the CD&A in the “Compensation Decisions and Outcomes | Equity Incentives” section. At the end of the three-year performance period, the actual award, delivered as CNH Industrial common stock, can range from 0% to 200% of the original grant depending on performance. The awards may be forfeited for unfavorable individual performance at the sole discretion of the HCC Committee. No dividend equivalents are earned during the vesting period. (4) Represents the number of RSUs granted in May 2025 under the Company’s annual long‑term incentive program, which vest on May 10, 2028. Upon vesting, RSUs are settled in CNH Industrial common stock. The awards may be forfeited for unfavorable individual performance at the sole discretion of the HCC Committee. No dividend equivalents are earned during the vesting period. The amount shown for Mr. Nickolas includes 367,347 RSUs granted as a make-whole award, of which 183,673 shares vest on April 30, 2026 and 183,674 shares vest on April 30, 2027, and 293,878 RSUs granted as a supplemental RSU grant will vest on May 10, 2030. The amount shown for Mr. Tutino includes 132,582 RSUs granted as part of his make-whole award, of which 27,211 vested on August 5, 2025 and 105,371 will vest on April 30, 2026. The amount shown for Mr. Schroeder includes 39,247 RSUs granted in recognition of leadership, which will vest on May 10, 2027. Amounts shown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2025 calculated in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. For both the PSUs and RSUs, fair value is the market value of the underlying stock on the grant date, excluding dividends. The valuation of the PSUs assumes a target payout. Outstanding Equity Awards at Fiscal 2025 Year-End The following table itemizes outstanding RSUs and PSUs held by the NEOs, for the fiscal year ending December 31, 2025. The valuation of all outstanding shares depend on the closing stock price at year end.

  50. Fiscal 2025 Grants of Plan-Based Awards

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4) | | Gerrit Marx | 8/10/2024 | 494,012 | $4,554,791 | | | | | 11/15/2024 | | | 788,092 | $7,266,208 | | | 5/16/2025 | | | 734,694 | $6,773,879 | | | Total | 494,012 | $4,554,791 | 1,522,786 | $14,040,087 | | James Nickolas | 5/16/2025 | 744,567 | $6,864,908 | 169,210 | $1,560,116 | | | Total | 744,567 | $6,864,908 | 169,210 | $1,560,116 | | Stefano Pampalone | 5/10/2023 | 26,895 | $247,972 | 54,605 | $503,458 | | | 5/10/2024 | 32,841 | $302,794 | | | | | 11/15/2024 | | | 66,676 | $614,753 | | | 5/16/2025 | 36,700 | $338,374 | 74,511 | $686,991 | | | Total | 96,436 | $889,140 | 195,792 | $1,805,202 | | Francesco Tutino | 5/16/2025 | 134,609 | $1,241,095 | 59,361 | $547,308 | | | Total | 134,609 | $1,241,095 | 59,361 | $547,308 | | Jay Schroeder | 5/10/2023 | 8,500 | $78,370 | 8,500 | $78,370 | | | 11/10/2023 | | | 6,692 | $61,700 | | | 5/10/2024 | 11,096 | $102,305 | | | | | 11/15/2024 | 11,523 | $106,242 | 34,491 | $318,007 | | | 3/10/2025 | 39,247 | $361,857 | | | | | 5/16/2025 | 20,407 | $188,153 | 41,431 | $381,994 | | | Total | 90,773 | $836,927 | 91,114 | $840,071 |

  51. Fiscal 2025 Grants of Plan-Based Awards

    (1) The outstanding RSUs vest according to the following schedule. The share units will be settled in CNH Industrial common stock.

  52. Fiscal 2025 Grants of Plan-Based Awards

    | Vesting Date | Marx | Nickolas | Pampalone | Schroeder | Tutino | | 2/28/2026 | 494,012 | - | - | - | - | | 4/30/2026 | - | 183,673 | 26,895 | 8,500 | 105,371 | | 4/30/2027 | - | 183,674 | - | 11,523 | - | | 5/10/2027 | - | - | 32,841 | 50,343 | - | | 5/10/2028 | - | 83,342 | 36,700 | 20,407 | 29,238 | | 5/10/2030 | - | 293,878 | - | - | - |

  53. Fiscal 2025 Grants of Plan-Based Awards

    (2) The amount shown represents the number of RSUs that have not vested multiplied by the closing price for CNH Industrial common stock on the NYSE as of December 31, 2025, which was $9.22. Unvested awards do not receive dividend equivalents. (3) The PSUs granted on May 10, 2023 and November 10, 2023 vest on February 28, 2026; the PSUs granted on November 15, 2024 vest on February 28, 2027; and the PSUs granted on May 16, 2025 vest on February 28, 2028. The number of PSUs for all grants represents the current number of unvested shares. The share units will be settled in CNH Industrial common stock. The amount shown represents the number of PSUs that have not vested multiplied by the closing price for CNH Industrial common stock on the NYSE as of December 31, 2025, which was $9.22. Unvested awards do not receive dividend equivalents.

  54. Nonqualified Deferred Compensation Plan Benefits

    Nonqualified Deferred Compensation Plan Benefits In the U.S., CNH offers the Case New Holland Industrial Inc. 2005 Deferred Compensation Plan (“CNH DCP”) to certain U.S. salaried employees, including U.S. based NEOs, to provide longer-term savings opportunities on a tax-efficient basis for retirement and future income needs. Similar deferred compensation benefits are commonly offered by U.S. companies with which we compete for talent. Eligible participants may elect annually to tax defer up to 90% of their salary and eligible bonus, as well as make supplemental contributions over the qualified plan limits under the Company’s U.S. Retirement Plan (401(k) plan). The Company matches 200% of the first 2% of eligible pay, and 100% of the next 8%, for a maximum match of 12%. Participant deferrals and related earnings are always 100% vested. Employer Matching Contributions vest after three years of continued service. The CNH DCP accounts are credited with a rate of return based on the investment election made from a list of allowable investment options by the participant on all participant and Company matching contributions. Participants are permitted to invest their deferrals in the investment choices offered by Fidelity. Participants can elect payment according to a fixed schedule or upon termination of employment, generally in a lump sum or annual installments over a period of up to 10 years.

  55. Fiscal 2025 Nonqualified Deferred Compensation Table

    Fiscal 2025 Nonqualified Deferred Compensation Table

  56. Fiscal 2025 Nonqualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals / Distributions in Last FY | Aggregate Balance at Last FYE ($)(4) | | James Nickolas | CNH DCP | 24,731 | 29,173 | 1,171 | - | - | | Jay Schroeder | CNH DCP | 434,388 | 37,819 | 251,001 | - | 911,175 |

  57. Fiscal 2025 Nonqualified Deferred Compensation Table

    (1) The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2025 SCT under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. Mr. Nickolas deferred 10% of salary in excess of tax-qualified 401(k) plan limits. Mr. Schroeder deferred 11% of salary in excess of tax-qualified 401(k) plan limits and also elected to defer an additional 60% of his salary and 90% of his CBP award under the CNH DCP. (2) The CNH DCP contributions are included in the All Other Compensation column of the SCT and are the company match on Executive contributions in excess of the 401k tax-qualified limits. (3) Participants can invest their deferrals in the investment choices offered by Fidelity. (4) Mr. Schroeder began participating in the CNH DCP prior to his appointment to the GLT.

  58. Fiscal 2025 Potential Payments upon Termination or Change in Control

    Fiscal 2025 Potential Payments upon Termination or Change in Control

  59. Potential Payments upon Change in Control

    Potential Payments upon Change in Control The Company Equity Incentive Plan (“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 (“CIC”) as defined in the EIP. The HCC Committee believes the EIP’s CIC provisions: • Encourage executives to act in the best interest of shareholders when evaluating transactions that, without a CIC arrangement, could be personally detrimental; Keep executives focused on running the business in the face of definitive, contemplated, or rumored transactions; Protect the Company’s value by retaining key talent despite potential corporate changes; • 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 • Help the Company remain competitive in its ability to attract and retain skilled executives.

  60. Other Potential Payments Upon Other Qualifying Terminations

    Other Potential Payments Upon Other Qualifying Terminations The NEOs and other GLT members are entitled under their employment arrangements to certain severance payments and benefits upon qualifying terminations of employment. Fiscal 2025 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, 2025, and the value of equity acceleration reported below is based on a price per share of CNH common stock of $9.22 (the closing price per share on the NYSE on December 31, 2025).

  61. Other Potential Payments Upon Other Qualifying Terminations

    | Name | CIC Provision | Salary(1) | Bonus | LTI | Welfare Benefits | Total | | Gerrit Marx | Change in Control with Qualifying Termination | 1,250,000 | - | 18,594,878 | - | 19,844,878 | | | Qualifying Termination - Other than Change in Control | 1,250,000 | - | 9,181,166 | - | 10,431,166 | | James Nickolas | Change in Control with Qualifying Termination | 1,650,000 | - | 8,425,024 | - | 10,075,024 | | | Qualifying Termination - Other than Change in Control | 825,000 | - | 2,709,555 | - | 3,534,555 | | Stefano Pampalone | Change in Control with Qualifying Termination | 2,331,401 | - | 2,694,342 | - | 5,025,743 | | | Qualifying Termination - Other than Change in Control | 1,619,551 | - | - | - | 1,619,551 | | Francesco Tutino | Change in Control with Qualifying Termination | 1,418,912 | - | 1,788,403 | - | 3,207,315 | | | Qualifying Termination - Other than Change in Control | 1,418,912 | - | - | - | 1,418,912 | | Jay Schroeder | Change in Control with Qualifying Termination | 1,010,000 | - | 1,676,998 | - | 2,686,998 | | | Qualifying Termination - Other than Change in Control | 505,000 | - | - | - | 505,000 |

  62. Other Potential Payments Upon Other Qualifying Terminations

    (1) For Messrs. Pampalone and Tutino, their local currency payments for termination were converted to U.S. dollars using the December 31, 2025, year-end exchange rate, as shown below:

  63. Other Potential Payments Upon Other Qualifying Terminations

    | Name | Local Currency | 2025 Year End | | Stefano Pampalone | CHF | 1.2615 | | Francesco Tutino | EUR | 1.1750 |

  64. Fiscal 2025 Pay Versus Performance ("PvP")

    Fiscal 2025 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 2025, 2024, 2023, 2022, and 2021. Specifically, this PvP section discusses the relationship between: • Compensation actually paid (“CAP”) by the Company and the total compensation as disclosed in the SCT; • CAP and the Company’s financial performance (GAAP Net Income and Adjusted Diluted EPS); and • The Company’s TSR and peer group TSR.

  65. Fiscal 2025 Pay Versus Performance ("PvP")

    | Year | SCT Total for Gerrit Marx | CAP to Gerrit Marx | SCT Total for Scott W. Wine (Former CEO) | CAP to Scott W. Wine (Former CEO) | Average SCT Total for non-PEO NEOs(1) | Average CAP to non-PEO NEOs(1) | CNH TSR(2) | Peer Group TSR(3) | Net Income $(4) | Company Selected Measure: Adjusted Diluted EPS(5) | | 2025 | 11,724,767 | 4,022,372 | N/A | N/A | 5,308,977 | 3,627,935 | 93 | 191 | 505 | 0.55 | | 2024 | 19,497,596 | 22,112,448 | 3,579,162 | (16,076,876) | 2,253,123 | 1,143,300 | 112 | 170 | 1,259 | 1.05 | | 2023 | N/A | N/A | 18,098,605 | (8,909,832) | 3,137,619 | (788,144) | 115 | 149 | 2,287 | 1.63 | | 2022 | N/A | N/A | 22,915,662 | 24,697,237 | 3,298,580 | 3,502,374 | 148 | 114 | 2,039 | 1.46 | | 2021 | N/A | N/A | 44,804,287 | 108,388,604 | 2,782,334 | 11,403,669 | 153 | 128 | 1,801 | 1.28 |

  66. Fiscal 2025 Pay Versus Performance ("PvP")

    (1) The individuals comprising the non-PEO NEOs for each year presented are listed below.

  67. Fiscal 2025 Pay Versus Performance ("PvP")

    | 2021-2022 | 2023 | 2024 | 2025 | | Kevin Barr | Oddone Incisa | Oddone Incisa | Oddone Incisa | | Oddone Incisa | Marc Kermisch | Kelly Manley | James Nickolas | | Derek Neilson | Derek Neilson | Stefano Pampalone | Stefano Pampalone | | Stefano Pampalone | Stefano Pampalone | Roberto Russo | Jay Schroeder | | | | Tom Verbaeten | Francesco Tutino |

  68. Fiscal 2025 Pay Versus Performance ("PvP")

    (2) CNH Industrial TSR is indexed from 2020, source S&P Capital IQ. (3) The Peer Group used for TSR comparisons reflects S&P 400 Midcap Index indexed from 2020, source S&P Capital IQ. (4) 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. 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 80. To calculate CAP for the PEO and NEOs, the following adjustments were made to SCT total:

  69. Fiscal 2025 Pay Versus Performance ("PvP")

    | 2025 Adjustments | PEO Gerrit Marx | Average NEO | | Summary Compensation Table Total | 11,724,767 | 5,308,977 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | 8,147,756 | 3,134,527 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | 4,606,238 | 2,230,869 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | - | 71,256 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (5,148,640) | (196,638) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | 987,763 | 91,563 | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | - | 743,565 | | 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 | 4,022,372 | 3,627,935 | | Memo: Total Equity Value for CAP | 445,361 | 1,453,485 |

  70. Compensation Actually Paid Versus Company Performance

    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 2021-2025 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 LTI from 2021-2025. 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 2025. 1. Adjusted Diluted EPS ($) 2. Cash Conversion 3. CNH TSR 4. Consolidated Adjusted EBIT Margin (%) 5. Consolidated Revenues ($) 6. Industrial Return on Invested Capital (“Industrial ROIC %") 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.

  71. Fiscal 2025 Pay Ratio

    Fiscal 2025 Pay Ratio As required by and pursuant to SEC rules, the Company’s median employee total compensation as compared to Mr. Marx, CEO, for 2025 has been calculated. • The annual total compensation for the CNH median employee was $54,879. • The annual total compensation of the Company’s CEO, as reported in the Summary Compensation Table, was $11,724,767. • The ratio of Mr. Marx’s annualized total compensation to the median employee’s total compensation for the 2025 fiscal year was approximately 214. The median employee was identified using the following methodology: • November 30, 2025, was selected as the date to determine median employee compensation. • All full-time, part-time, temporary, and seasonal employees globally with available compensation data (excluding the CEO) were included for a total of 33,817 employees, 24.9% located in the U.S. and 75.1% outside the U.S. • Annualized base pay was used as a consistently applied compensation measure to identify the median employee. 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.

  72. 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 Non-Executive Directors, although her compensation is structured differently, as indicated below. The compensation of Non-Executive Directors has been structured with the following objectives in mind: • Offer competitive compensation to attract and retain highly qualified leaders to guide and govern a large, global, complex organization; • Recognize the substantial investment of time and expertise necessary for the Directors to discharge their duties; • Ensure that compensation is easy to understand and is regarded positively by our shareholders and employees; and • Comply with Dutch corporate governance best practices and with Dutch and U.S. SEC regulations. 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 do they receive any other benefits or 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 2025.

  73. Compensation for Non-Executive 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 |

  74. Directors’ Compensation Table

    | Name | Position | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Suzanne Heywood | Chair | 500,000 | 1,566,081 | 461,786 | 2,527,867 | | Elizabeth Bastoni | Director | 170,000 | 66,832 | - | 236,832 | | Howard W. Buffett | Director | 168,750 | 66,832 | - | 235,582 | | Richard Kramer | Director | 165,000 | 66,832 | - | 231,832 | | Karen Linehan | Director | 160,000 | 66,832 | - | 226,832 | | Alessandro Nasi | Director | 136,250 | 66,832 | - | 203,082 | | Vagn Sørensen | Director | 165,000 | 66,832 | - | 231,832 | | Åsa Tamsons | Director | 150,000 | 66,832 | - | 216,832 |

  75. Internal Pay Ratios

    Internal Pay Ratios When setting the Executive Directors’ compensation, the HCC Committee considers both the appropriate external benchmark as well as the internal pay ratios within the Company. Although the primary consideration is market competitiveness to attract and retain highly qualified senior executives in a large, global, complex organization, a baseline internal comparison is set, and trends are tracked. The trend in executives’ compensation is evaluated in relation to the trend in employees’ compensation. In line with the guidance under the Dutch Code, the CEO Pay ratio and trend is disclosed in the annual executive compensation disclosure of the annual report. The basis of the pay ratio comparison uses the SEC Summary Compensation Table total compensation value for the CEO, Mr. Marx, annualized for 2025 as per the SEC Fiscal 2025 Pay Ratio previously disclosed and the average employee compensation (including all labor costs). The average employee compensation is the total personnel costs reported in the Annual Report, which excludes CEO compensation, divided by average year headcount reported in the Annual Report, less the CEO who is included in the total average year headcount. Over the five-year period, the average employee compensation has been impacted, due to changing business conditions, by shifts in the labor market in the different geographies. The five-year trend of CEO pay versus average employee compensation is shown in the following table:

  76. Internal Pay Ratios

    | Component | 2025 | 2024 | 2023 | 2022 | 2021 | 5-Year Trend | | CEO Compensation ($000s) | 11,725 | 20,489 | 32,712 | 35,176 | 21,805 | -46% | | Average Employee Compensation ($000s) | 83 | 78 | 82 | 76 | 70 | 19% | | CEO Pay Ratio | 142 | 262 | 400 | 460 | 313 | -55% |

  77. Internal Pay Ratios

    Average employee compensation is derived from personnel costs reported under IFRS divided by the average headcount. Personnel costs and average number of employees, as disclosed with the Dutch Annual Report, are shown below for years 2021-2025.

  78. Internal Pay Ratios

    | Component | 2025 | 2024 | 2023 | 2022 | 2021 | | Personnel Costs ($M) | 2,827 | 2,929 | 3,331 | 2,976 | 4,695 | | Average Number of Employees | 34,197 | 37,460 | 40,696 | 38,966 | 67,319 |

  79. Internal Pay Ratios

    For perspective, the Company`s key performance metrics for the same past five years are shown below:

  80. Internal Pay Ratios

    | Selected Performance Data | 2025 | 2024 | 2023 | 2022 | 2021 | 5-Year Trend | | Net Income - US GAAP ($ Million) | 505 | 1,259 | 2,287 | 2,039 | 1,801 | -72% | | Adjusted Diluted Earnings/(Loss) Per Share ($)(1) | 0.55 | 1.05 | 1.63 | 1.46 | 1.28 | -57% | | Absolute Total Shareholder Return - Indexed From 2020(2) | 103.8 | 124.9 | 118.3 | 161.7 | 154.9 | -33% |

  81. Internal Pay Ratios

    (1) Includes non-GAAP metrics derived from financial information prepared in accordance with U.S. GAAP. The reconciliation for this non-GAAP measure can be found on page 80. Absolute TSR is calculated using dividend‑adjusted Bloomberg closing prices based on a 21‑trading‑day average and is indexed to a 2020 year‑end baseline (i.e., index at 100).