Record-breaking Financial Performance for the Agriculture and Construction segments

Further ground gained in Tech

Continued pursuit of Operational Excellence

See Annex A – Reconciliation of Non-GAAP Measures for the definition and a reconciliation of Free cash flow of Industrial Activities to the most directly comparable GAAP measure.

Date:

Friday, May 3, 2024

Time:

3:00 p.m. CEST

Place:

The offices of:
Freshfields Bruckhaus Deringer LLP,
Strawinskylaan 10,
1077 XZ Amsterdam
The Netherlands

Record Date:

April 5, 2024

Availability of Materials:

The Notice of Meeting and Proxy Statement, our Annual Report on Form 10-K and our Dutch Annual Report for the year ended December 31, 2023 and the other documents relating to the Meeting are available at www.cnh.com

Live Webcast:

Shareholders can follow the meeting via webcast on the website of the Company (www.cnh.com)

Your vote is important

To make sure your shares are represented, please cast your vote as soon as possible in one of the ways described in this Notice of Meeting and Proxy Statement.

We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy in the General Information section on pages 84-87 of this Notice of Meeting and Proxy Statement.

Meeting Agenda and Voting Matters

1.   Re-appointment of each of the executive directors and re-appointment of each of the non-executive directors as described in the proxy statement (voting items)

2.   Compensation

A.  Approval of Remuneration Policy (voting item)

B.  Approval of the plan to grant rights to subscribe for Common Shares to non-executive directors under Equity Incentive Plans (voting item)

3.   2023 Annual Report

A.  Adoption of the 2023 Company Annual Financial Statements (voting item)

B.  Reserves and dividends policy (discussion only item)

C.  Proposal of a dividend for 2023 (voting item)

D.  Discharge the executive directors and the non-executive directors of the Board during the financial year 2023 for the performance of their duties during 2023 (voting item)

4.   Re-appointment of the independent auditor (voting item)

5.   Authorization to issue new shares and repurchase own shares

A.  Authorization to issue new shares and/or grant rights to subscribe for shares (voting item)

B.  Authorization to limit or exclude pre-emptive rights (voting item)

C.  Authorization to repurchase own shares (voting item)

The Board unanimously recommends that you vote ‘FOR’ each director nominee included in Item 1, and ‘FOR’ Items 2A, 2B, 3A, 3C, 3D, 4, 5A, 5B and 5C. The full text of these proposals is set out below.

CNH Industrial N.V., March 19, 2024

Notice of Meeting

Notice is hereby given that the Annual General Meeting of Shareholders (the “Meeting”) of CNH Industrial N.V. (“CNH”, “we”, “us” or the “Company”) will take place at 3:00 p.m. CEST on Friday, May 3, 2024, at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. The Notice of Meeting and Proxy Statement, our 2023 Annual Report on Form 10-K, our 2023 Dutch Annual Report and other Meeting documents are available at www.cnh.com under Investor Relations – Shareholder Meetings. This documentation is also available at the Company’s principal office at Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom for shareholders, who will receive a copy free of charge upon request.

The Meeting will be conducted in the English language.

Record Date

In order to be entitled to vote in relation to the voting items on the agenda for the Meeting, shareholders must (i) be registered as of April 5, 2024 (the “Record Date”) in the register established for that purpose by the Board of Directors (the “Board”) after reflecting all debit and credit entries as of the Record Date, regardless of whether the shares are still held by such holders at the date of the Meeting and (ii) request registration in the manner mentioned below under “Voting and Attendance”. For additional information on the Record Date, registration in the register established by the Board, voting procedures and important deadlines, refer to the General Information for instructions.

Voting and Attendance

Loyalty Shareholders and Registered Shareholders. Computershare will send Meeting materials to Loyalty Shareholders and/or Registered Shareholders at the addresses of such shareholders as they appear from the records maintained by Computershare, including a proxy form that allows shareholders to give their voting instructions. The proxy form will also be available on the Company’s website (www.cnh.com) under Investor Relations – Shareholder Meetings. Loyalty Shareholders and/or Registered Shareholders will be entitled to submit their voting instructions or voting proxy (please note proxy instructions below) for the Meeting by 11:00 p.m. CEST on April 26, 2024, in writing or electronically.

They can also cast their vote in advance of the Meeting via the web procedure made available on the Company’s website (www.cnh.com) under Investor Relations – Shareholder Meetings.

Shareholders holding common shares in DTC. Shareholders holding common shares in DTC should give instructions to their bank or broker, as the record holder of their shares, who is required to vote their shares according to their instructions. In order to vote their shares and/or attend the Meeting, they will need to follow the directions provided by their bank or broker.

Shareholders holding common shares in a Monte Titoli Participant Account. Shareholders holding common shares in a Monte Titoli Participant Account (“MT Investors”) who wish to submit voting instructions or a voting proxy for the Meeting should request that their bank or broker issue a statement (the “Notice of

Participation”) confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date). Banks and brokers must submit the Notice of Participation no later than 11:00 p.m. CEST on April 26, 2024 to Computershare S.p.A. The MT Investors may cast their vote in advance of the Meeting via the web procedure made available on the Company’s website (www.cnh.com) under Investor Relations – Shareholder Meetings.

Vote by Proxy

To give voting instructions by proxy, the shareholder (a) must have registered his or her shares as set out above and (b) must ensure that their proxy (including voting instructions), will be received by Computershare by 11:00 p.m. CEST on April 26, 2024, in writing or electronically.

Attendance

Subject to compliance with the above provisions, shareholders can attend and vote at the Meeting in person or by proxy. If you wish to attend the Meeting in person, refer to the General Information section under “How do I attend the Meeting?” on pages 84-85 for instructions.

Shareholders can also follow the meeting via live webcast on the website of the Company (www.cnh.com).

Votes required

Re-appointment of each director nominee requires that a majority of the votes cast at the Meeting be voted ‘FOR’ the relevant resolution. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this proposal.

Shareholders may not cumulate their votes with respect to the re-appointment of directors. A properly executed proxy marked “Abstain” with respect to the re-appointment of one or more directors will not be voted with respect to the director or directors indicated.

Recommendations

The Board believes that the contribution and performance of the executive directors seeking re-appointment at the Annual General Meeting of shareholders continues to be effective, and that each demonstrate commitment to their respective roles in the Company. Accordingly, the Board unanimously recommends to re-appoint Suzanne Heywood and Scott W. Wine as executive directors.

The Board believes that the contribution and performance of the non-executive directors seeking re-appointment at the Annual General Meeting of shareholders continues to be effective, and that they each demonstrate commitment to their respective roles in the Company. Accordingly, the Board unanimously recommends to re-appoint Elizabeth Bastoni, Howard W. Buffett, Richard J. Kramer, Karen Linehan, Alessandro Nasi, Vagn Sørensen, and Åsa Tamsons.

   2023: Elizabeth

   Bastoni

   2023: Richard J.

   Kramer

   2022: Karen Linehan

   2021: Scott W. Wine

TECHNOLOGY &

INNOVATION

Environmental,
Social and
Governance

 Elizabeth

 Bastoni, 58

 Howard W.

 Buffett, 40

 Suzanne

 Heywood, 54

 Richard J.

 Kramer, 61

 Karen

 Linehan, 65

 Alessandro

 Nasi, 49

 Vagn

 Sørensen, 64

 Åsa Tamsons,

 42

 Scott W.

 Wine, 56

 Suzanne Heywood

 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., and of Shang Xia. She is also a non-executive director of Louboutin and The Economist. She grew up sailing around the world with her family recreating Captain James Cook’s third voyage. Born in 1969, British citizenship.

 Scott W. Wine

 Executive

 Director, Chief

 Executive Officer

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

 Elizabeth Bastoni

 Committees:

 Environmental,

 Social and

 Governance,

 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 Independent Lead-Director and Chair of the Nomination and Compensation Committee for France-based Euroapi, which was spun-out from parent Sanofi in May of 2022. She also serves as a director and Audit Committee member for Portugal based Jerónimo Martins. Elizabeth has also previously held a range of other board and committee leadership roles in Europe and the US. Prior to her Board service, Elizabeth served in C-suite and executive leadership positions at a number of large-scale, global organizations including Carlson, The Coca-Cola Company, Thales, Suez Environment and KPMG.

Ms. Bastoni holds a BA degree with a concentration in Accounting from Providence College, Rhode Island. She has a degree from Paris Sorbonne Université (Paris IV) in French Civilization and studied Art History at the Ecole du Louvre in Paris.

Born in 1965, American citizenship.

 Howard W. Buffett

 Committees:

 Environmental,

 Social and

 Governance,

 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, REEF Technology, StateBook International and Reflection Analytics. He chairs the Advisory Council for Harvard University’s International Negotiation Program and serves on several nonprofit Advisory Boards, including the Daugherty Water for Food Global Institute, the Learning by Giving Foundation, and the Chicago Council on Global Affair’s Center on Global Food and Agriculture Panel of Advisors. Howard W. Buffett is also a former Term Member of the Council on Foreign Relations. A New York Times bestselling author, Howard W. Buffett holds a Bachelor of Science in Communications Science and Political Science from Northwestern University, U.S.A., a Master’s in Public Policy and Administration in Advanced Management and Finance from Columbia University, U.S.A., and executive education certificates from Harvard Business School, U.S.A. Born in 1983, U.S. citizenship.

 Richard J. Kramer

 Committees:

 Audit

Mr. Kramer served as Chairman of the Board, Chief Executive Officer and President of The Goodyear Tire & Rubber Company (global manufacturer, marketer, and distributor of tires) from 2010 through January 2024. Mr. Kramer joined Goodyear in March 2000 and held various positions at Goodyear, including Chief Operating Officer from June 2009 to April 2010, President, North American Tires from March 2007 to February 2010, Executive Vice President and Chief Financial Officer from June 2004 to August 2007, Senior Vice President, Strategic Planning and Restructuring from August 2003 to June 2004, Vice President, Finance – North American Tires from August 2002 to August 2003, and Vice President - Corporate Finance from March 2000 to August 2002.

Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner.

Mr. Kramer is a director of Whirlpool Corporation (a NYSE-listed company) and a member of its Corporate Governance and Nominating Committee and Human Resources Committee. Mr. Kramer also serves as a director of The Federal Reserve Bank of Cleveland, The Cleveland Clinic, The Cleveland Orchestra, and previously served as a director of the Sherwin-Williams Company from 2012 to 2022.

Born in 1963, American citizenship.

 Karen Linehan

 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 also sits on the board of Veon Ltd. (The Netherlands), a multinational telecommunication services company, where she serves as a member of the Audit Committee and the Nomination and Governance Committee. Ms. Linehan was a Non-Executive Director of The Global Antibiotic Research and Development Partnership (GARDP) (North America), a Non-Profit Organization which is focused on pursuing the development of treatments for drug resistant infections.

Ms. Linehan holds a Bachelor of American Studies and a Juris Doctor (J.D.) degree in Law, both from Georgetown University in the U.S.A. Born in 1959, American and Irish citizenship.

 Alessandro Nasi

 Committees:

 Environmental,

 Social and

 Governance

 (Chairperson),

 Human Capital

 and

 Compensation

Alessandro Nasi started his career as a financial analyst in several banks, gaining experience at a division of UniCredit in Dublin, Ireland; PricewaterhouseCoopers in Turin, Italy; Merrill Lynch and JP Morgan in New York, U.S.A. He also worked as an Associate in the Private Equity Division of JP Morgan Partners in New York, U.S.A. Mr. Nasi joined the Fiat Group in 2005 as manager of Corporate and Business Development, heading the APAC division and supporting Fiat Group sectors in Asia Pacific. In 2007, Mr. Nasi was appointed Vice President of Business Development and a member of the Steering Committee of Fiat Powertrain Technologies. In 2008, he joined CNH in the role of Senior Vice President of Business Development and from 2009 to 2011 he also served as Senior Vice President of Network Development. In January 2011, he was also appointed Secretary of the Industrial Executive Council of Fiat Industrial, continuing in the role of Executive Coordinator to the successor Group Executive Council of CNH until January 2019. In 2013 he was appointed President Specialty Vehicles, a role he held until January 2019. Mr. Nasi is a Director of EXOR N.V., Chairman of Comau, Director of Iveco Group and Chair of its Environmental, Social, and Governance Committee and member of its Human Capital & Compensations Committee. He is Chairman of Iveco Defence (an affiliate of Iveco Group) and Chairman of Astra Veicoli Industriali (an affiliate of Iveco Group). Since 2019, he is a member of the Advisory Board of the Lego Brand Group and since May 2023 he is Chairman of GVS S.p.A. In October 2022, he was appointed member of the Board of Istituto Italiano di Tecnologia and member of the Strategic Advisory Board of 3 Boomerang Capital LLC. Mr. Nasi obtained a degree in Economics from the University of Turin. Born in 1974, Italian citizenship.

 Vagn Sørensen

 Committees:

 Audit

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

 Åsa Tamsons

 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.

Votes required

Approval of this item requires that a majority of the votes cast at the Meeting be voted ‘FOR’ such resolution. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this proposal.

Recommendation

The Board unanimously recommends that shareholders vote FOR the approval of the proposed amendment to the Remuneration Policy.

Votes required

Approval of this item requires that a majority of the votes cast at the Meeting be voted ‘FOR’ such resolution. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this proposal.

Recommendation

The Board unanimously recommends that shareholders vote FOR the granting of rights to subscribe for common shares to non-executive directors under equity incentive plans

Fairly compensate directors for their responsibilities and time commitments.

Attract and retain highly qualified directors by offering a compensation program consistent with those at companies of similar size, scope, and complexity.

Align the interests of directors with our shareholders by providing a portion of compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents) throughout their tenure on the Board.

Provide compensation that is simple and transparent to shareholders.

Double-Trigger Change in Control Provisions: The default treatment of awards under the EIP in connection with a “change of control” requires that vesting will accelerate only if a change in control occurs and the employees’ employment is terminated involuntarily within 24 months following the change of control (unless awards are terminated in the transaction);

No Discounted Options: Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the date of grant;

Dividend Equivalents: No payment of dividend equivalents unless the vesting terms, including performance criteria associated with an award are satisfied.

No Transferability: Awards generally may not be transferred other than by will or the laws of descent and distribution.

Scott W. Wine

Oddone Incisa

Derek Neilson

Stefano

Pampalone

Marc Kermisch

Chief Executive

Officer

Chief Financial

Officer

President, Agriculture

President, Construction

Chief Digital and

Information

Officer

(“CEO”)

(Executive Director on

the Board of CNH)

(“CFO”)

Year in Review | Performance Highlights | Aligning Pay and Performance | CEO Compensation

Compensation Design | Compensation Philosophy | Strategic Alignment | Compensation Framework | Compensation Policies and Practices

Compensation Governance | Role of the Human Capital and Compensation Committee | Use of Market Data | Compensation Peer Group | Compensation Risk

2023 Compensation Decisions and Outcomes | Base Salary | Annual Cash Incentives

Additional Information | Human Capital and Compensation Committee Report | Executive Compensation Tables | Benefits | Fiscal 2023 Potential Payments Upon Termination or Change in Control | Fiscal 2023 Pay Versus Performance (PvP) | Fiscal 2023 Pay Ratio | Compensation of Directors | Disclosures According to Dutch Civil Code and Dutch Corporate Governance Code

Annual Bonus

2023 Equity Awards

Based 100% on corporate performance for CEO; based on a combination of corporate and individual performance for other NEOs

CEO target equity awards are delivered 75% in Performance Share Units (“PSUs”) and 25% in Restricted Share Units (“RSUs”); other NEOs equity awards are delivered 67% in PSUs and 33% in RSUs

Corporate performance assessed based on Consolidated Adjusted EBIT Margin %, Consolidated Revenue @CC $, Cash Conversion Ratio %, CO2 Emissions %, and Accident Frequency Rate

Corporate performance for PSUs assessed based on Cumulative Adjusted Diluted Earnings Per Share (EPS), Average Industrial Return on Invested Capital (RoIC), and Cumulative Relative Total Shareholder Return (TSR)

Awards vest following a three-year performance and/or service period

2023

Company

Bonus Plan

Measure

Actual vs.

Target

Weighted

Payout

Factor

Consolidated

Adjusted EBIT   

Margin %

40%

12.7%

13.1%

Exceeded

Target

45.0%

Consolidated

Revenues @

CC(1) ($M)

20%

$25,418

$24,651

16.6%

Cash

Conversion

Ratio %

20%

70.0%

52.6%

Below

Threshold

0.0%

CO2 Emissions

%

10%

-30.0%

-35.5%

Exceeded

Target

20.0%

Accident

Frequency

Rate(2)

10%

0.141

0.100

Exceeded

Target

9.0%(3)

2023

Company

Bonus Plan

Measure

Actual vs.

Target

Weighted

Payout

Factor

Company

Performance

Payout Factor   

100.0%

90.7%

At constant currency.

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

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

2021-2023

Long-Term

Incentive

Plan

Measures

Actual vs.

Target

Weighted

Payout

Factor

Cumulative

Adjusted

Diluted

Earnings per

Share (EPS)    

50%

$2.09

$4.44

Exceeded

Target

100.0%

Average

Industrial

Return on

Invested

Capital (RoIC)

50%

10.1%

18.9%

Exceeded

Target

100.0%

2021 Relative

Total

Shareholder

Return (TSR)

+/-25%

Modifier,

weighted at

33%

Ranked at

Peer Group

Median

Ranked 1st in

Peer Group

Exceeded

Target

125%

2022 - 2023

Cumulative

Relative Total

Shareholder Return (TSR)

+/-25%

Modifier,

weighted at

67%

Ranked at

Peer Group

Median

Ranked 13th

in Peer Group

75%

Company

Performance

Payout

Factor

100.0%

183.3%

Pay for Performance

Compensation is based on merit, considering Company performance, individual performance, and promotion of Company values.

A majority of NEO compensation is delivered through short and long-term at-risk elements.

Provide Competitive Compensation

Compensation levels are set to be competitive relative to a clearly defined, comparable, market-reference peer group targeting a median revenue broadly aligned with the Company.

Support Business Strategy & Goal Alignment

Compensation is linked to achievement of goals that align with our objectives.

Ensure Business Cycle Alignment

Driving toward alignment with other companies in the industry given the cyclical nature of agriculture and construction businesses.

Commitment to Sustainability

ESG-centric quantitative metrics are incorporated into bonus calculations for salaried participants. LTI participants have sustainability components tied to individual performance goals. Engagement surveys are conducted regularly covering the salaried population, with strategic adjustments and actions taken following results.

Align with Stakeholders’ Interests

Performance goals align with the interests of our shareholders and other stakeholders. LTIs are delivered in Company stock, with PSUs subject to a relative TSR modifier.

Shareholder ownership guidelines reinforce long-term thinking and a focus on sustainable value creation.

Comply with Regulations & Policies

Incentive-based compensation paid to executive officers are subject to the Company’s Compensation Recovery Policy.

Support Share Ownership

Members of the Global Leadership Team (GLT) are subject to share ownership guidelines. Discretionary LTI awards are granted to select individuals in the talent pipeline and technical functions, representing over 35% of participants.

Brand &

Dealer

Strength

Consolidated Adjusted EBIT Margin %  

Consolidated Revenues @ Constant Currency $

Measures success in boosting customer demand for our products

Cash Conversion Ratio %

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

Cumulative Adjusted Diluted EPS

Measures success in delivering bottom-line earnings

Average Industrial Return on Invested Capital

Measures success in efficiently using capital

Cumulative Relative TSR

Measures success in delivering superior market returns

CO2 Emissions %

Measures success in promoting energy efficient operations

Accident Frequency Rate

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

Other

NEOs(1)

Key Features and Pay for

Performance Rationale

Base Salary

Attract and retain well-qualified executives; provide sufficient fixed pay to discourage inappropriate risk-taking.

Fixed cash compensation

Set based on the NEO’s role, market data, skills, geographic scope, and prior experience

Annual Bonus

Focus and drive near-term business priorities; motivate achievement of objectives critical to annual operating and strategic plans, safety, and sustainability.

At risk variable cash compensation

No change from 2022

Earned based on achieving quantifiable performance objectives

For any incentive to be earned, a minimum level of Consolidated Adjusted EBIT Margin % must be achieved

No guaranteed minimum

Threshold provides for 30% of the target opportunity

Maximum capped at 200% of the target opportunity

CEO’s incentive is based 100% on Company performance; other NEOs’ incentives are based on a combination of Company performance and an individual performance modifier range of 0%-125%

Subject to the Compensation Recovery Policy
(clawback)(2)

Long-Term Equity Incentives

Encourage achievement of long-term strategic objectives; encourage stock ownership and retention; motivate sustainable value creation; align NEOs’ interests with those of shareholders.

Incentive linked to long-term value creation

No change from 2022 in mix of awards, vesting schedule, and maximum payout levels, adjusted 2023-2025 thresholds per market practice

Combination of PSUs (75% CEO; 67% other NEOs) and RSUs (25% CEO; 33% other NEOs)

At-risk variable PSUs earned based on achievement of quantifiable performance objectives, with the maximum number of shares that can be earned capped at 200% of target

CEO awards subject to five-year holding period from the date of grant

Subject to the Compensation Recovery Policy
(clawback)(2)

Benefits and Contractual

Agreements

Attract and retain well-

Alignment with local market norms extended to other employees

Certain provisions and contractual terms for certain Global Leadership Team members

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

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

Set challenging performance targets with pre-determined stretch goals set at the beginning of the performance period

Pay for performance, balancing short- and long-term time horizons, conducting scenario analyses to assess alignment

Deliver the majority of NEO compensation in the form of at-risk, performance-based pay

Maintain robust share ownership guidelines

Apply a clawback policy to all incentive pay

Consider pay ratios when establishing NEO compensation

Operate a simple, transparent structure with goals, values and performance management that cascades through the Company

Double trigger equity treatment applies on a change in control

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

Encourage prudent risk taking and design programs that do not encourage unnecessary or excessive risk

Apply caps to incentive payouts (200% of target) and permit no payout for performance below threshold

Prohibit guaranteed compensation and loans for NEOs

Avoid excessive compensation practices

Engage with our shareholders to inform decision making

Ticker

Company

European Listed Companies

U.S. Listed

Companies

Actividades de Construcción y Servicios, S.A.

Westinghouse Air Brake Technologies Corporation

Minimum

Requirements

CEO: five-times base salary with an interim milestone of two and a half-times base salary as of December 31, 2022

Other NEOs: three-times base salary

Time Horizon

Within five years of policy implementation (2021) or a NEO’s date of appointment as applicable

Covered Equity

Interests

Beneficially owned shares or shares in which the executive has a beneficial interest, e.g. owned by a spouse

Unvested awards do not count towards the requirement

Retention

Requirement

The CEO must hold vested shares for five years from grant date

Other NEO’s must hold 50% of net shares following vesting until the share ownership requirement is met

Covered Employees

All current or former executive officers.

Triggering Events

An accounting restatement resulting from material noncompliance with financial reporting requirements under securities laws.

Covered

Compensation

Any compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, where Financial Reporting Measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.

Time Horizon

Incentive compensation received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement

2022 Base Salary

(USD)(1)

2023 Base Salary

(USD)(1)

Scott W. Wine

Oddone Incisa

Derek Neilson(2)

Stefano Pampalone

Marc Kermisch(2)

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

Local

Currency

EUR

GBP

CHF

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

X 

X 

= 

EARNED BONUS

CEO: N/A (1)

Other NEOs: 0% - 125% of target

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

Margin % must be
achieved

Subject to an overall cap of 200% of target

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

Consolidated Adjusted EBIT

Margin %

Consolidated Adjusted EBIT divided by Consolidated Revenues, payout will only occur if result is at or above 70% of target

Consolidated Revenues @ CC

($M)

Consolidated Revenues in constant currency

Cash Conversion Ratio %

Free Cash Flow of Industrial Activities divided by Adjusted Net Income

CO2 Emissions %

Reduction in emissions versus 2018, measured as percentage change in tons of CO2 emissions per hours of production in manufacturing

Accident Frequency Rate

Number of injuries divided by the number of hours worked multiplied by 100,000

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

Actual

vs.

Target

Consolidated

Adjusted EBIT

Margin %

Consolidated

Adjusted EBIT

Margin %

Consolidated

Revenues @

CC ($M)

Cash

Conversion

Ratio %

CO2

Emissions %

Accident

Frequency

Rate(3)

Company

Performance

Payout

Factor

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

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.

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

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

Named
Executive
Officer

Eligible
Earnings

(USD)(1)

Bonus
Target

%

Individual
Performance
Modifier

Company
Performance
Factor

Scott W.

Wine(3)

Oddone Incisa

Derek

Neilson(4)

Stefano

Pampalone

Marc

Kermisch(5)

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

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

See the breakout of Mr. Wine’s CBP payment by each KPI in the Dutch disclosures section of this Notice of Meeting and Proxy Statement.

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

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

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

Named Executive

Officer

 Scott W. Wine(2)

 Oddone Incisa

 Derek Neilson

 Stefano Pampalone

 Marc Kermisch(3)

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

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

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

50%

Adjusted

EPS

50%

Industrial

ROIC

Relative TSR
Multiplier

 2023-2025 PSU

  Measures(1)

Weight

Definition

 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

 Average

 Industrial Return

 on Invested

 Capital (RoIC)

Adjusted EBIT (after-tax) divided by Average Industrial

Invested Capital, calculated as a three-year average

 Cumulative

 Relative Total

 Shareholder

 Return (TSR)

Three-year TSR measured relative to peers, calculated

using a twenty-one day moving average method (further

detail below)

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

6301

6326

AGCO

ALO

BUCN

CAT

CMI

DE

HUSQ.B

KGX

SAND

TEX

TTC

TRMB

VOLV.B

WAB

Westinghouse Air Brake Technologies Corporation

6301

6326

8TRA

AGCO

CAT

CMI

DE

PCAR

VOLV.B

All NEOs participate in the defined contribution plans in their respective countries. In the U.S., CNH also has a non-qualified deferred compensation plan that allows contributions over the qualified 401(k) plan limits to continue plus allows additional elective deferrals. There are no supplemental plans offered by the Company in Italy or in Switzerland. For Mr. Neilson, contributions made into the U.K. GPP are over tax limits and as such are taxable and covered by the Company. Additional supplemental contributions are paid as he earns them and are his tax responsibility.

Mr. Neilson has a U.K. defined benefit that has been closed to service accruals as of February 1, 2020.

Messrs. Wine and Kermisch are eligible for post-employment supplemental retiree healthcare if they remain employed until age 55 and have five years as CEO and age 50 and have five years of Global Leadership Team member service, respectively.

Global Leadership Team members’ benefits follow their respective country’s car lease policy with the exception of a larger variety of brands and models available, if available in their country. Mr. Pampalone receives reimbursement for a car leased in Italy in lieu of a Swiss leased car. Mr. Kermisch elects not to use the leased car benefit available per the U.S. policy for Executives.

The CEO’s personal use of private aviation for commuting from his residence to Chicago is limited to 100 flight hours per year and additionally for a maximum of 75 hours per year of other personal travel. Any taxes associated with the use of the aircraft will be the sole responsibility of the CEO.

Mr. Pampalone receives an annual housing allowance of CHF 30,000, taxable to him, as part of a legacy agreement when he transferred to Lugano Switzerland from Italy in December 2012.

Mr. Pampalone’s position is based in Lugano, Switzerland but he also maintains tax residency in Italy. Per his employment agreement, his tax is equalized to Switzerland taxes, meaning the Company pays any higher Italy taxes, net (grossed up).

There is no additional compensation during the restrictive covenant period(s) as their 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, 2023 and explanation of benefits. The eligible pay for Mr. Incisa’s months of severance is base salary, the average of 3-year bonus, and car benefit. The other NEO’s eligible pay is base salary.

Name and

Principal

Position

Scott W. Wine

CEO

Oddone Incisa

CFO 

Derek Neilson

President, Agriculture

Name and

Principal

Position

Stefano Pampalone

President, Construction

Marc Kermisch

Chief Digital & Information Officer

1,392,421

For Mr. Wine, the amounts include deferrals into the CNH Industrial Deferred Compensation Plan. Salary amounts deferred in 2023 are shown in the Fiscal 2023 Nonqualified Deferred Compensation Table.

For the non-US based NEOs, their local currency base earnings were converted to USD using the average year exchange rate. For each fiscal year, the table below shows the exchange rates (USD per local currency) used for each of the non-US based NEOs:

Name

Oddone Incisa

Derek Neilson

Stefano Pampalone

The amount in 2023 was the second of three annual installments of a cash award totaling $7.578M which replaces the CEO’s forfeited long-term awards from his prior employer which were not covered under the CNH 2021-2023 LTI awards. The third installment is $0.975M and was paid in January 2024 and will be reported in the Company’s executive compensation disclosure for fiscal 2024. The amount in 2021 was a cash sign-on bonus paid to Mr. Wine upon hiring to compensate for the forfeited 2020 bonus from the prior employer.

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 23, “Restricted Stock Awards,” of our consolidated financial statements filed with the SEC on Form 10-K for the fiscal year ended December 31, 2023 (“2023 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 2023 PSUs, if the highest level of payout were achieved, the value of the PSU awards as of the grant date would be as follows: $18.269M (Wine), $4.064M (Incisa), $3.792M (Neilson), $1.745M (Pampalone), and $2.334M (Kermisch). RSUs will vest three years after the grant date, at which time they may be settled in CNH common stock. Refer to the Fiscal 2023 Grants of Plan-Based Awards table for a detailed description of the grant date fair value of stock awards.

Based on actual company performance, as discussed in the CD&A under “CBP Outcomes” in the Annual Cash Incentive section, the NEOs earned a Company Bonus Plan (CBP) award equal to 90.7% 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 110%.

Mr. Wine defers 50% of the earned Company Bonus Plan (CBP) bonus into the CNH Industrial Deferred Compensation Plan. Bonus amounts deferred in 2023 are shown in the Fiscal 2023 Nonqualified Deferred Compensation Table and relate to the 2022 plan year bonus.

Messrs. Incisa, Neilson and Pampalone local currency cash bonuses were converted to USD using the full year average exchange rate for the given year, as shown in the Base Salary section above.

For Mr. Wine, the amounts include above market interest earned on deferred compensation for each year.

For Mr. Neilson, the amount includes the change in value of his defined benefit plan accumulated benefit. The U.K. CNH Pension Scheme was discontinued effective January 31, 2020, for additional service, but benefits increase annually for inflation as measured by the U.K. retail price index (RPI).

All Other Compensation incurred in fiscal 2023 is detailed and explained in the following table:

Scott W. Wine

Oddone Incisa

Derek Neilson

Stefano Pampalone

Marc Kermisch

The NEOs are eligible for a leased car pursuant to the Company’s car policy in each country in connection with the Company’s arrangements with Stellantis NV. The values provided above reflect the value of each NEO’s selected car, as selected from a list of Fiat Chrysler brands and per the respective NEO’s countries’ tax code. Mr. Kermisch does not utilize the lease car benefit that is available under the U.S. car policy.

The Company has a lease arrangement with NetJets for corporate business and limited personal usage purposes. Per Mr. Wine’s employment agreement, the CEO is entitled to limited personal usage of the aircraft.

Mr. Pampalone receives an annual housing allowance of CHF 30,000, taxable to him, as part of a legacy agreement when his role transferred to Lugano, Switzerland from Italy in December 2012.

Mr. Pampalone’s position is based in Lugano, Switzerland but he is a resident of Italy for tax purposes. Per Mr. Pampalone’s employment agreement, he is tax equalized to Switzerland taxes, meaning the Company pays any amount in respect of Italian taxes that would result in Mr. Pampalone’s net taxes exceeding what he otherwise would have paid in Switzerland.

Messrs. Wine and Kermisch are eligible for post-employment supplemental retiree healthcare if they remain employed until age 55 and have five years as CEO and age 50 and have five years of Global Leadership Team member service, respectively. The amount is the annual service cost of the future potential benefits per the annual actuarial valuation.

All the NEOs participate in their countries’ defined contribution plan for Salaried employees and in the case of Mr. Incisa for Directors as defined in the “Contratto Collettivo di Lavoro per i Dirigenti” the collective Labor Contract for Directors. The amounts include the 2023 contributions the Company made into their respective savings plans.

For Mr. Wine, company matching amounts above the qualified 401(k) plan limits ($22,500 for 2023) are also included above and are also disclosed in the non-qualified deferred compensation table. Mr. Kermisch does not contribute above the qualified 401(k) plan limits.

For Mr. Neilson, the amount listed above includes supplemental contributions over the tax qualified limits which are paid directly to him as they are earned. The supplemental benefits are described in a later section regarding Pension Benefits. Of the total amount provided above, $15,444 covers the tax and gross-up on the portion that is tax-protected by the Company.

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (2)

Estimated Future Payouts
Under Equity Incentive Plan
Awards (shares) (3)

  Scott W. Wine

  CEO

  Oddone Incisa

  CFO 

  Derek Neilson

  President,

  Agriculture

  Stefano

  Pampalone

  President,

  Construction

  Marc Kermisch

  Chief Digital &

  Information

  Officer

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 2023 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 2023-2025 LTI plan.

These columns show the range of potential payouts under the CBP for the achievement of the company performance metrics’ goals set. The metrics and range of performance goals for threshold, target and maximum are described in the CD&A in the “2023 Compensation Decisions and Outcomes - Annual Cash Incentives” section. For actual performance between threshold, target, and maximum, linear interpolation will apply. For the NEOs other than the CEO, an individual modifier between 0% and 125% will be applied based on the CEO’s assessment of their individual and team goals set in the Company’s Performance Management Process (PMP) for 2023.

Represents the potential payout range of PSUs granted in May 2023. The number of shares that vest is based on the achievement of predetermined performance metrics’ goals for the three-year period of January 1, 2023, through December 31, 2025. The metrics and range of performance goals for threshold, target and maximum are described in the CD&A in the “2023 Compensation Decisions and Outcomes - Equity Incentives” section. At the end of the three-year performance period, the actual award earned, delivered as CNH common stock, can range from 0% to 200% of the target value of the original grant. 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.

Represents the number of RSUs granted in May 2023. RSUs will vest on April 30, 2026, at which time they will be settled in CNH 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.

Amounts shown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2023 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.

  Scott W. Wine

5/10/2023

210,825

$2,331,866

  Oddone Incisa

  Derek Neilson

12/3/2020

65,779

$775,604

  Stefano

  Pampalone

  Marc Kermisch

4/26/2021

14,674

$173,022

The outstanding RSUs that were granted in 2021 and 2020 vest in one remaining installment on April 30, 2024. The RSUs granted in 2023 vest on April 30, 2026, and the RSUs granted in 2022 vest on April 30, 2025. The share units will be settled in CNH common stock.

The amount shown represents the number of RSUs that have not vested multiplied by the closing price for CNH common stock on the NYSE on December 29, 2023, (the final trading day of the year) which was $12.18.

The outstanding PSUs that were granted in 2021 and 2020 vest on February 28, 2024, subject to the final determination of the 3-year performance. The number of PSUs for those grants represents the expected performance payout based on achievement through December 31, 2024, which is reflected in the table at maximum (200% of target). The PSUs granted in 2023 vest on February 28, 2026, subject to the final determination of the 3-year performance, which is reflected in the table at maximum (200% of target). The PSUs granted in 2022 vest on February 28, 2025, subject to the final determination of the 3-year performance, which is reflected in the table at maximum (200% of target). The PSUs will be settled in CNH common stock.

The amount shown represents the number of PSUs that have not vested multiplied by the closing price for CNH common stock on the NYSE on December 29, 2023, (the final trading day of the year) which was $12.18.

Vesting

Date

Value Realized on

Vesting ($) (2), (3),
(4)

 Scott W. Wine

 Oddone Incisa

 Derek Neilson

 Stefano Pampalone

 Marc Kermisch

The amounts reflect the vesting of the second of three annual installments of the 2021-23 LTI RSU award. Mr. Wine paid the taxes in cash rather than selling shares to cover his tax withholding obligation to acquire the maximum number of shares. All other NEOs sold shares to cover their respective tax withholding obligation.

FMV at date of vesting was $13.9350/share, the average of the high and low prices on the vesting date, for Messrs. Wine, Neilson, and Kermisch.

FMV at date of vesting was $14.4150/share, the average of the closing prices for the prior 30 days as of the vesting date, for Mr. Incisa.

FMV at date of vesting was $14.10/share, which is the closing price on the vesting date, for Mr. Pampalone.

Derek Neilson

President, Agriculture

Scheme 

The years of credited service ended January 31, 2020 when the Scheme was discontinued for additional service.

The present value of the accumulated benefit fluctuates year-over year for market conditions impacting the financial assumptions used, primarily the discount rate. The actual benefit is adjusted annually for inflation.

 Form of Benefit

Lifetime benefit begins at retirement based on individual’s service and salary. Members

have the option to exchange up to 25% of their pension for a tax-free cash lump sum.

 Pensionable Service

Mr. Neilson is entitled to senior staff benefits under the Scheme and as such received

pensionable service credit based on his actual service (“Pensionable Service”).

 Pensionable Pay

Final pensionable pay varies by service period, but Mr. Neilson is subject to capped

pensionable pay levels.

 Accrual Rates

For service up to March 31, 2012, the accrual rate is 1/55th of final pensionable pay for

each complete year of service. The accrual rate applied for service from April 1, 2012 is 1/80th

 Normal Retirement Date

The earliest date for an unreduced benefit is age 65.

 Revaluation Prior to

 Retirement

Pensions earned in respect of Pensionable Service on or before April 5, 2009 will be

revalued each year in line with the Retail Price Index (“RPI”), up to a maximum of 5.0%

a year.

Pensions earned in respect of Pensionable Service on or after April 6, 2009 will be

revalued each year in line with the annual increase in the Consumer Prices Index

(“CPI”), up to a maximum of 2.5% each year.

 Increases in Payment

Pensions earned in respect of Pensionable Service completed before April 6,

1997 are not guaranteed to increase in payment, but they are reviewed annually

by the Company and are increased at its discretion when financial resources

permit.

Pensions earned in respect of Pensionable Service completed between April 6,

1997 and April 5, 2005 will be increased automatically each year in line with the

CPI, up to a maximum of 5% a year. Pensions earned in respect of Pensionable Service on or after April 6, 2005 will be increased automatically each year in line with the annual increase in the Consumer Prices Index (“CPI”), up to a maximum of 2.5% each year.

  NEO &

  Position

Employee

Contributions

Employer Matching

Contributions

Supplemental

Contributions

  Scott W. Wine

  CEO

Retirement Savings /

CNH Industrial

Deferred

Compensation Plan

salary to receive

maximum Company

match

In 2023, 20% deferral

elected.

salary

the qualified plan limits

See Nonqualified Deferred

Compensation Section

  Oddone Incisa

  CFO 

Previdenza 3.5%

Dirigenti Aziende

Fiat)

earnings

Indemnity or TFR

(Trattamento di Fine

Rapporto) fund

accumulates as

earned

Both per Italy

Contract

salary) on regular,

repetitive nature pay

  Derek Neilson

  President,

  Agriculture

Personal Pension Plan

(the GPP)

year, tax protected, per

2012 agreement

revalued each April for

RPI

not tax protected; per 2020

pension subsidy agreement

revalued each April based on

U.K. Pension Earnings Cap

  NEO &

  Position

Employee

Contributions

Employer Matching

Contributions

Supplemental

Contributions

  Stefano

  Pampalone

  President,

  Construction

pension

(capped beginning 2022)

employer and employee

contributions up to max

insured salary per Swiss

law, 2023: CHF 980,000

(base + bonus)

  Marc Kermisch

  Chief Digital

  and

  Information

  Officer

Retirement Savings /

CNH Industrial

Deferred

Compensation Plan

salary to receive

maximum Company

match

In 2023, 6% deferral

elected

salary

the qualified plan limits

See Nonqualified Deferred

Compensation Section

NEO &  

Position  

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)

Scott W. Wine CEO

CNH Industrial

Deferred

Compensation

Plan

Marc Kermisch

Chief Digital

and Information

Officer

CNH Industrial

Deferred

Compensation

Plan

The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2023 Summary Compensation Table under the “Salary” and “Non- Equity Incentive Plan Compensation” columns. Mr. Wine deferred 20% of salary in excess of tax-qualified 401(k) plan limits and an additional 50% of salary and bonus. Mr. Kermisch didn’t participate in the Company Deferred Compensation Plan.

CNH contributions are included in the All-Other Compensation column of the Summary Compensation Table and are the Company match on Executive contributions in excess of the 401k tax-qualified limits.

The account balances earn 130% of the Moody’s Bond Index. The quarterly rates of return in 2023 are shown in the following table and are applicable through September 30th. As of October 1st, the Company Deferred Compensation Plan was administered by Fidelity and the Moody’s Bond Index was no longer used for earnings on deferred balances. Participants could invest their deferrals by selecting and changing elections based on the portfolio available in the Fidelity are able to invest their deferrals in the investment choices offered by Fidelity. Of this amount, $533,555 represented the value of CNH common stock at year-end.

Q1

Q2

Q3

Q4

Of the aggregate balance, the amount that was reported as compensation in the Summary Compensation Table in 2022, the second year of participation for Mr. Wine was $3,943,532.

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.

  Welfare  

Benefits

Scott W. Wine

CEO

Change in Control with

Qualifying Termination

Qualifying Termination -

Other than Change in

Control

Oddone Incisa

CFO

Change in Control with

Qualifying Termination

Qualifying Termination -

Other than Change in

Control

Derek Neilson

President, Agriculture

Change in Control with

Qualifying Termination

Qualifying Termination -

Other than Change in

Control

Stefano

Pampalone

President, Construction

Change in Control with

Qualifying Termination

Qualifying Termination -

Other than Change in

Control

Marc Kermisch

Chief Digital and Information Officer

Change in Control with

Qualifying Termination

Qualifying Termination -

Other than Change in

Control

For Messrs. Incisa, Neilson, and Pampalone, their local currency potential payments for termination were converted to U.S. dollars using the December 31 year end exchange rate, as shown in the table below: