Pay vs Performance Disclosure, Table

Fiscal 2024 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 2024, 2023, 2022, 2021, and 2020.

Specifically, this PvP section discusses the relationship between:

•

“Compensation actually paid” (“CAP”) by the Company and the total compensation as disclosed in the Summary Compensation Table (“SCT”);

•

CAP and the Company’s financial performance (GAAP Net Income and Adjusted Diluted EPS); and

•

The Company’s TSR and peer group TSR



Year	SCT Total for PEO 1 $ (1)		CAP to PEO 1 $ (1)		SCT Total for PEO 2 $ (2)		CAP to PEO 2 $ (2)		SCT Total for PEO 3 $ (3)		CAP to PEO 3 $ (3)		SCT Total for PEO 4 $ (4)		CAP to PEO 4 $ (4)		Average SCT Total for non-PEO NEO’s $ (5)		Average CAP to non-PEO NEOs $ (5)		Value of Initial Fixed $100 Invest based on:						Net Income $ (9)		Company Selected Measure: Adjusted Diluted EPS $ (10)
Year	SCT Total for PEO 1 $ (1)		CAP to PEO 1 $ (1)		SCT Total for PEO 2 $ (2)		CAP to PEO 2 $ (2)		SCT Total for PEO 3 $ (3)		CAP to PEO 3 $ (3)		SCT Total for PEO 4 $ (4)		CAP to PEO 4 $ (4)		Average SCT Total for non-PEO NEO’s $ (5)		Average CAP to non-PEO NEOs $ (5)		CNHI TSR (6)		Peer Group TSR (7)		Peer Group TSR (8)		Net Income $ (9)		Company Selected Measure: Adjusted Diluted EPS $ (10)

2024		n/a		n/a		n/a		n/a		3,579,162		(16,076,876)		19,497,596		22,112,448		2,253,123		1,143,300		130		198		176		1,259		1.05

2023		n/a		n/a		n/a		n/a		18,098,605		(8,909,832)		n/a		n/a		3,137,619		(788,144)		135		174		150		2,287		1.63

2022		n/a		n/a		n/a		n/a		22,915,662		24,697,237		n/a		n/a		3,298,580		3,502,374		173		132		127		2,039		1.46

2021		n/a		n/a		n/a		n/a		44,804,287		108,388,604		n/a		n/a		2,782,334		11,403,669		178		150		135		1,801		1.28

2020		2,031,132		447,010		3,149,194		3,149,194		n/a		n/a		n/a		n/a		8,291,838		9,092,540		117		116		111		(198)		0.42

(1)	These columns reflect the SCT and CAP for Hubertus Mühlhäuser, CEO until his departure on March 22, 2020.

(2)	These columns reflect the SCT and CAP for Suzanne Heywood, who assumed the role of CEO in 2020 upon the departure of Hubertus Mühlhäuser.

(3)	These columns reflect the SCT and CAP for CEO, Scott W. Wine, who has served as Principal Executive Officer (PEO) from January 1, 2021 to July 1, 2024.

(4)	These columns reflect the SCT and CAP for CEO, Gerrit Marx, who has served as Principal Executive Officer (PEO) since July 1, 2024.

(5)

These columns reflect the average SCT and CAP for Oddone Incisa, Derek Neilson, Stefano Pampalone, and Kevin Barr for 2020-2022, Oddone Incisa, Derek Neilson, Stefano Pampalone, and Marc Kermisch for 2023, and Oddone Incisa, Stefano Pampalone, Roberto Russo, Tom Verbaeten, and Kelly Manley for 2024.

(6)	CNH Industrial TSR is indexed from 2019, source S&P Capital IQ.

(7)	Starting in 2024, the Peer Group used for TSR comparisons reflects S&P 400 Midcap Index indexed from 2019, source S&P Capital IQ, and the prior year results were added.

(8)	The Peer Group used for TSR comparisons reflects S&P 500 Industrial Index indexed from 2019, source S&P Capital IQ. This index will not be reported in future years.

(9)

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. The 2023 financial results have been revised as noted in the Fourth Quarter and Full Year 2024 results. The amount reported in 2023 was 2,383, a decrease of 96.

(10)

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 88. The 2023 financial results have been revised as noted in the Fourth Quarter and Full Year 2024 results. The amount reported in 2023 was 1.70, a decrease of 0.63.

To calculate CAP for the PEOs, the following adjustments were made to SCT total:



Adjustments	CEO Serving as PEO
Adjustments	2024 (PEO 3)	2024 (PEO 4)	2023	2022	2021	2020 (PEO 1)	2020 (PEO 2)

Summary Compensation Table Total	3,579,162	19,497,596	18,098,605	22,915,662	44,804,287	2,031,132	3,149,194

Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	-	18,500,033	10,407,703	11,511,892	36,090,720

Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	-	21,114,885	11,793,416	17,710,807	99,675,037

Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(18,493,919)		(32,423,037)	(8,574,871)

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	(1,162,118)		4,028,887	4,157,531		(375,222)

Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions						1,208,900

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	(16,076,876)	22,112,448	(8,909,832)	24,697,237	108,388,604	447,010	3,149,194

Memo: Total Equity Value for CAP	(19,656,037)	21,114,885	(16,600,734)	13,293,467	99,675,037	(1,584,122)	0

To calculate average CAP for the other NEOs, the following adjustments were made to SCT total:



Adjustments	Other NEO Average
Adjustments	2024	2023	2022	2021	2020

Summary Compensation Table Total	2,253,123	3,137,619	3,298,580	2,782,334	8,291,838

Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	1,137,481	1,780,127	1,662,284	845,321	7,047,435

Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	1,186,258	1,905,323	2,402,570	1,454,332	6,412,380

Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY	0	0	0	0	1,615,486

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(1,513,984)	(4,709,536)	(536,492)	7,287,773	(123,259)

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	(87,368)	0		724,552

Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions	(480,601)	0

Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table	19,849	37,967	0	0	58,426

Addition for the Service Cost attributable to services rendered during the FY		0	0	0	1,956

Compensation Actually Paid	1,143,300	(788,144)	3,502,374	11,403,669	9,092,540

Memo: Total Equity Value for CAP	47,506	(2,107,669)	1,866,078	9,466,656	7,904,607

Company Selected Measure Name

Adjusted Diluted EPS

Named Executive Officers, Footnote

(5)

Peer Group Issuers, Footnote

Starting in 2024, the Peer Group used for TSR comparisons reflects S&P 400 Midcap Index indexed from 2019, source S&P Capital IQ, and the prior year results were added.

Adjustment To PEO Compensation, Footnote

$ 2,031,132

To calculate CAP for the PEOs, the following adjustments were made to SCT total:



Adjustments	CEO Serving as PEO
Adjustments	2024 (PEO 3)	2024 (PEO 4)	2023	2022	2021	2020 (PEO 1)	2020 (PEO 2)

Summary Compensation Table Total	3,579,162	19,497,596	18,098,605	22,915,662	44,804,287	2,031,132	3,149,194

Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	-	18,500,033	10,407,703	11,511,892	36,090,720

Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	-	21,114,885	11,793,416	17,710,807	99,675,037

Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(18,493,919)		(32,423,037)	(8,574,871)

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	(1,162,118)		4,028,887	4,157,531		(375,222)

Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions						1,208,900

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	(16,076,876)	22,112,448	(8,909,832)	24,697,237	108,388,604	447,010	3,149,194

Memo: Total Equity Value for CAP	(19,656,037)	21,114,885	(16,600,734)	13,293,467	99,675,037	(1,584,122)	0

Non-PEO NEO Average Total Compensation Amount

$ 2,253,123

$ 3,137,619

$ 3,298,580

$ 2,782,334

8,291,838

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,143,300

(788,144)

3,502,374

11,403,669

9,092,540

Adjustment to Non-PEO NEO Compensation Footnote

To calculate average CAP for the other NEOs, the following adjustments were made to SCT total:



Adjustments	Other NEO Average
Adjustments	2024	2023	2022	2021	2020

Summary Compensation Table Total	2,253,123	3,137,619	3,298,580	2,782,334	8,291,838

Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	1,137,481	1,780,127	1,662,284	845,321	7,047,435

Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	1,186,258	1,905,323	2,402,570	1,454,332	6,412,380

Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY	0	0	0	0	1,615,486

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(1,513,984)	(4,709,536)	(536,492)	7,287,773	(123,259)

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	(87,368)	0		724,552

Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions	(480,601)	0

Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table	19,849	37,967	0	0	58,426

Addition for the Service Cost attributable to services rendered during the FY		0	0	0	1,956

Compensation Actually Paid	1,143,300	(788,144)	3,502,374	11,403,669	9,092,540

Memo: Total Equity Value for CAP	47,506	(2,107,669)	1,866,078	9,466,656	7,904,607

Compensation Actually Paid vs. Total Shareholder Return

PEO and Average NEO CAP Versus TSR 2020-2024

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.

Compensation Actually Paid vs. Net Income

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.

Compensation Actually Paid vs. Company Selected Measure

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 2022, 2023, and 2024.

Total Shareholder Return Vs Peer Group

PEO and Average NEO CAP Versus TSR 2020-2024

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.

Tabular List, Table

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 2024.

Adjusted Diluted EPS ($)

Cash Conversion

CNH TSR

Consolidated Adjusted EBIT Margin (%)

Consolidated Revenues ($)

Industrial Return on Invested Capital (“Industrial ROIC %)

Total Shareholder Return Amount

$ 130

135

173

178

117

Net Income (Loss)

$ 1,259

$ 2,287

$ 2,039

$ 1,801

$ (198)

Company Selected Measure Amount

1.05

1.63

1.46

1.28

0.42

Measure:: 1

Non-GAAP Measure Description

Adjusted Diluted EPS

(10)

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:: 2

Cash Conversion

Measure:: 3

CNH TSR

Measure:: 4

Consolidated Adjusted EBIT Margin

Measure:: 5

Consolidated Revenues

Measure:: 6

Hubertus Mhlhuser [Member]

Industrial Return on Invested Capital

$ 2,031,132

$ 447,010

Hubertus Mühlhäuser

Suzanne Heywood [Member]

$ 3,149,194

$ 3,149,194

Suzanne Heywood

Scott W. Wine [Member]

$ 3,579,162

$ 18,098,605

$ 22,915,662

$ 44,804,287

$ (16,076,876)

$ (8,909,832)

$ 24,697,237

$ 108,388,604

Scott W. Wine

Gerrit Marx [Member]

$ 19,497,596

$ 22,112,448

S&P 400 Midcap Index [Member]

Gerrit Marx

Peer Group Total Shareholder Return Amount

$ 198

$ 174

$ 132

$ 150

$ 116

S&P 500 Industrial Index [Member]

Peer Group Total Shareholder Return Amount

176

150

127

135

111

PEO | Hubertus Mhlhuser [Member] | Equity Awards Adjustments

PEO | Hubertus Mhlhuser [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(1,584,122)

PEO | Hubertus Mhlhuser [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(375,222)

PEO | Suzanne Heywood [Member] | Equity Awards Adjustments

(1,208,900)

PEO | Scott W. Wine [Member] | Equity Awards Adjustments

PEO | Scott W. Wine [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(19,656,037)

(16,600,734)

13,293,467

99,675,037

PEO | Scott W. Wine [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

11,793,416

17,710,807

99,675,037

PEO | Scott W. Wine [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(18,493,919)

(32,423,037)

(8,574,871)

PEO | Scott W. Wine [Member] | Deduction For Amount Reported In Stock Awards Column [Member]

(1,162,118)

4,028,887

4,157,531

PEO | Gerrit Marx [Member] | Equity Awards Adjustments

(10,407,703)

(11,511,892)

(36,090,720)

PEO | Gerrit Marx [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

21,114,885

PEO | Gerrit Marx [Member] | Deduction For Amount Reported In Stock Awards Column [Member]

21,114,885

(18,500,033)

Non-PEO NEO

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

47,506

(2,107,669)

1,866,078

9,466,656

7,904,607

Non-PEO NEO | Pension Adjustments Prior Service Cost

(19,849)

(37,967)

(58,426)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

1,956

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

1,186,258

1,905,323

2,402,570

1,454,332

6,412,380

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

1,615,486

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(1,513,984)

(4,709,536)

(536,492)

7,287,773

(123,259)

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(87,368)

724,552

Non-PEO NEO | Deduction For Amount Reported In Stock Awards Column [Member]

(480,601)