CNH INDUSTRIAL N.V. NV (CNH)
Sector: Industrials
2026 Annual Meeting Analysis
CNH INDUSTRIAL N.V. NV · Meeting: May 8, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Appointment of Directors
Against Analysis
Ms. Heywood has served as Chair since 2016, giving her full accountability for CNH's severe stock underperformance — the stock lost about 17.5% over three years while the company's own compensation peer group gained nearly 72% on average, a gap of roughly 89 percentage points, well above the 20-percentage-point threshold for a company with negative returns; the five-year record is equally poor, so the policy's mitigating exception for a short-term dip does not apply.
Mr. Buffett has served since April 2020, giving him substantial overlap with CNH's three-year and five-year underperformance periods — the stock lost roughly 17.5% over three years while the compensation peer group gained nearly 72%, a gap nearly 90 percentage points above the 20-point threshold for a company with negative returns; the five-year record shows an even larger gap, so the policy's mitigating exception does not apply.
Ms. Linehan joined in 2022, giving her meaningful overlap with CNH's three-year underperformance period; the stock declined roughly 17.5% while the peer group gained nearly 72%, a gap of about 89 percentage points far exceeding the 20-point trigger threshold for a company with negative absolute returns; the five-year check also confirms sustained underperformance, so the mitigating exception does not apply.
Mr. Nasi has served since 2019, giving him full accountability for CNH's sustained underperformance — the stock lost about 17.5% over three years while the peer group gained nearly 72%, a roughly 89-percentage-point gap far above the 20-point threshold; the five-year record shows an even larger gap of about 124 percentage points, confirming this is not a short-term dip and the mitigating exception does not apply.
Mr. Sørensen has served since April 2020, giving him full overlap with CNH's three-year and five-year underperformance periods — the stock fell about 17.5% while peers gained nearly 72%, a gap of roughly 89 percentage points well above the 20-point trigger; the five-year comparison is equally poor, so the mitigating exception does not apply; additionally, he serves on multiple public company boards (Royal Caribbean, Air Canada, Parques Reunidos, SimCorp, Food Delivery Brands, Vakantie Discounter, among others), which raises overboarding concerns approaching or potentially exceeding the four-board threshold for non-executive directors.
For Analysis
Mr. Marx joined the board as CEO in 2025, which is within the 24-month exemption period under the policy, so the TSR underperformance trigger does not apply to him; no other disqualifying factors are present.
Ms. Bastoni joined the board in 2023, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings relevant governance, compensation, and financial oversight experience and chairs the Human Capital and Compensation Committee.
Mr. Palmer is a new nominee joining the board for the first time in 2026, so the 24-month new-director exemption applies and the TSR trigger does not fire; he brings extensive CFO and financial expertise from large industrial and automotive companies, which is relevant to CNH's business and audit oversight needs.
Mr. Simonelli is a new nominee for the 2026 board (his prior service ended in 2021), so the current tenure effectively starts fresh in 2026 and the 24-month exemption applies; he brings deep industrial and technology leadership experience from Baker Hughes and GE, which is directly relevant to CNH's strategic direction.
Of the nine director nominees, five long-tenured directors (Heywood, Buffett, Linehan, Nasi, Sørensen) receive AGAINST votes because CNH's stock lost roughly 17.5% over the past three years while the company's own compensation peer group gained nearly 72% — a gap of about 89 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns — and the five-year record confirms this is sustained underperformance rather than a temporary dip. The four newer or incoming directors (Marx, Bastoni, Palmer, Simonelli) are exempt from the TSR trigger under the 24-month new-director rule and receive FOR votes.
Say on Pay
✓ FORCEO
Gerrit Marx
Total Comp
$11,724,767
Prior Support
96.15%%
The CEO's total reported compensation of approximately $11.7 million is broadly reasonable for a large-cap global industrial company CEO, and the pay program is heavily weighted toward performance-based pay — the CEO receives 100% of his long-term equity entirely in performance stock awards tied to earnings per share, return on invested capital, and relative total shareholder return, with no guaranteed bonuses. The 2023-2025 performance stock awards paid out at zero because the company missed its financial targets, and the 2025 annual cash bonus paid out at only 80.5% of target due to weak company results, demonstrating that the pay-for-performance link is working in practice. Prior-year shareholder support was very high at 96.15%, the clawback policy meets regulatory requirements, and no fixed-pay concerns are flagged.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$14,659,000
Non-Audit Fees
$506,000
Non-audit fees (audit-related fees of $506,000) represent only about 3.5% of audit fees ($14,659,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of CNH's size and complexity; tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire; no material restatements are noted.
Overall Assessment
The 2026 CNH Industrial annual meeting ballot is dominated by director accountability concerns: CNH's stock has lost roughly 17.5% over three years while its own peer group gained nearly 72%, triggering AGAINST votes for five of the nine director nominees who served during this underperformance period, while four newer or incoming directors receive FOR votes under the policy's new-director exemption. The Say on Pay vote is supported because the pay program's performance conditions are working as intended — the 2023-2025 performance stock awards paid out at zero and the 2025 bonus paid out at only 80.5% of target — and the auditor ratification is straightforward with non-audit fees well below the independence concern threshold.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing