CNH Industrial (CNH) Proxy filing summary

Executive summary

• 2025 was marked by industry headwinds, including lower commodity prices, tariffs, and softer demand, but operational discipline and innovation led to $18.1B in revenue and $500M net income.

• Strategic plan 'Path to 2030' focuses on product leadership, margin improvement, and shareholder value, targeting 16-17% EBIT margins in Agriculture and 7-8% in Construction by 2030.

• Over $430M was returned to shareholders via dividends and buybacks, with a dividend policy targeting 25-35% of net income.

• AI and technology integration accelerated, with $750M invested in R&D and 23% dedicated to Precision Technology.

• Workforce capability was enhanced through leadership appointments and skills-based development.

Voting matters and shareholder proposals

• Shareholders will vote on director appointments, executive compensation (say-on-pay), frequency of say-on-pay votes, adoption of 2025 financial statements, auditor appointments, dividend proposal, director discharge, and authorizations for share issuance and repurchase.

• Board recommends voting FOR all director nominees, FOR executive compensation, annual say-on-pay votes, FOR financial statements, FOR auditor appointments, FOR dividend, FOR director discharge, and FOR share issuance/repurchase authorizations.

Board of directors and corporate governance

• Board comprises nine members with a mix of executive and non-executive directors, 67% independent, and 33% female.

• Board committees include Audit, Human Capital and Compensation, and Governance and Sustainability, all with 100% attendance in 2025.

• Board structure separates CEO and Chair roles, with clear succession and evaluation processes.

• Board and committees conduct annual self-assessments and third-party evaluations.