CNH Industrial (CNH) Proxy Filing summary

Executive summary

• Annual general meeting scheduled for May 12, 2025, in Amsterdam, with voting on key governance, compensation, and capital structure items.

• 2024 saw a CEO transition, strategic cost reductions, and a focus on agriculture, innovation, and digitalization.

• Returned $1.3 billion to shareholders via dividends and buybacks; introduced new products and digital tools.

• Announced a new Strategic Business Plan to be unveiled in May 2025, emphasizing efficiency, quality, and sustainability.

Voting matters and shareholder proposals

• Shareholders to vote on director appointments, executive compensation (say-on-pay), amended equity incentive plan, adoption of 2024 financial statements, dividend proposal, discharge of directors, and authorizations for share issuance and repurchase.

• Board recommends voting 'FOR' all director nominees and key proposals, including a $0.25/share dividend.

• Shareholder proposals and director nominations for 2026 must be submitted by November 24, 2025.

Board of directors and corporate governance

• Board to consist of nine members: two executive and seven non-executive directors, with 67% independence and 44% female representation.

• Recent board refreshment includes new CEO Gerrit Marx and diverse, global experience among directors.

• Committees: Audit, Human Capital and Compensation, and Governance and Sustainability, all with independent chairs.

• Board met six times in 2024 with 100% attendance; diversity and inclusion policy adopted.