Alessandro Nasi
About Alessandro Nasi
Alessandro Nasi (age 50) has served as a Non‑Executive Director of CNH since 2019. He began his career in finance (Unicredit, PwC, Merrill Lynch, J.P. Morgan/JPMP) before joining Fiat in 2005, holding business development and network development roles, then senior leadership posts across Fiat Industrial and CNH Industrial through 2019; he holds a degree in Economics from the University of Turin . At CNH, he is not designated independent under NYSE/Dutch Code and is not listed on any Board committees in the latest proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unicredit (Dublin); PwC (Turin); Merrill Lynch; J.P. Morgan (NY) | Analyst/Associate (finance and private equity) | Early career (pre‑2005) | Built capital markets and PE background |
| Fiat Group | Manager, Corporate & Business Development (APAC lead) | 2005–2007 | Supported sector expansion in Asia Pacific |
| Fiat Powertrain Technologies | VP Business Development; Steering Committee member | 2007–2008 | Strategy and portfolio development |
| CNH | SVP Business Development; SVP Network Development | 2008–2011 | Growth and dealer network optimization |
| Fiat Industrial / CNH Industrial | Secretary, Industrial Executive Council; Executive Coordinator to Group Executive Council | Jan 2011–Jan 2019 | Coordinated top‑level industrial governance |
| CNH Industrial | President, Specialty Vehicles | 2013–Jan 2019 | Led specialty vehicles segment |
External Roles
| Organization | Role | Tenure/Notes | Committees/Focus |
|---|---|---|---|
| Exor N.V. | Non‑Executive Director | Current | Portfolio holding company; CNH’s 29.4% owner with 45.3% voting power via loyalty votes |
| Iveco Group N.V. | Non‑Executive Director | Current | Chair of ESG Committee; member of Human Capital & Compensation Committee |
| Comau | Chairman | Current | Industrial automation |
| KIRKBI (owner of LEGO Group) | Director | Since May 2024 | Holding & investment company |
| GVS S.p.A. | Chairman | Current | Filtration solutions |
| Istituto Italiano di Tecnologia | Board Member | Current | Research institute |
| LEGO 4G Advisory Board | Member | Current | Advisory role |
| 3 Boomerang Capital LLC | Strategic Advisory Board Member | Current | Advisory role |
Board Governance
- Structure: One‑tier board with Executive Directors (Chair, CEO) and Non‑Executive Directors; committees: Audit, Governance & Sustainability (G&S), Human Capital & Compensation (HCC) . Senior Non‑Executive Director (lead independent under Dutch Code) is Vagn Sørensen .
- Independence: Nasi is not designated independent in the proxy (independence field blank; not in company’s list of independent directors) .
- Committees: None disclosed for Nasi at CNH in the current slate .
- Tenure: Director since 2019 .
- Attendance: The Board met six times in 2024; all incumbent directors attended ≥75% of Board/committee meetings; overall Board attendance 100% .
Fixed Compensation
| Component | Policy Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Non‑Exec Directors) | $125,000 | |
| Audit Committee member | $25,000 (additional) | |
| Audit Committee Chair | $35,000 (additional) | |
| Other committee member | $20,000 (additional) | |
| Other committee Chair | $25,000 (additional) | |
| Meeting fees | None (expenses reimbursed) |
| Director | 2024 Fees Earned or Paid in Cash | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Alessandro Nasi | $170,000 | $53,865 | $223,865 |
| Notes | Cash includes committee and chair fees; Directors received RSUs (see Performance Compensation) | RSU grant value per ASC 718 | Totals per proxy |
| Sources |
Additional policy notes:
- Director compensation is not dependent on CNH’s financial results; no meeting fees; directors may be subject to social contributions depending on country .
- Director stock ownership guideline: own ≥1x annual retainer ($125,000) within 24 months of first appointment; hold shares during service and for three months post‑service .
Performance Compensation
| Element | Detail | Source |
|---|---|---|
| Equity vehicle (Non‑Exec Directors) | Annual RSU grant ($60,000 policy value) | |
| 2024 Director RSU grant (Nasi) | Grant date June 10, 2024; grant price $9.73; aggregate grant date fair value $53,865 | |
| Performance metrics for director equity | None; Non‑Exec Director compensation not performance‑based |
For clarity: CNH states Non‑Executive Directors’ compensation is not tied to company financial results (no performance metrics), so equity is time‑based RSUs rather than PSUs for directors .
Other Directorships & Interlocks
- Exor interlock: Nasi is a non‑executive director of Exor, which owns 29.4% of CNH’s common shares and holds 45.3% voting power via special voting shares; Exor can significantly influence major shareholder decisions .
- Iveco Group interlock: Nasi is a director (ESG Chair; HCC member) at Iveco Group; CNH has ongoing related‑party arrangements with Iveco post‑demerger (engine supply and services), governed by MSAs and a 10‑year Engine Supply Agreement .
Related‑party activity with Iveco Group (per CNH 10‑Q Q3 2025):
| Period | Net Revenues with Iveco ($m) | Purchases from Iveco ($m) | Trade Receivables ($m) | Financial Receivables ($m) | Trade Payables ($m) | Financial Payables ($m) |
|---|---|---|---|---|---|---|
| Q3 2025 (3 mo) | 33 | 170 | 25 | 262 | 120 | 38 |
| Q3 2024 (3 mo) | 31 | 168 | 24 | 168 | 205 | 62 |
| 9M 2025 | 87 | 489 | — | — | — | — |
| 9M 2024 | 102 | 598 | — | — | — | — |
| Source |
Oversight and other related‑party disclosures:
- Audit Committee reviews and approves significant related‑party transactions; CNH reported no significant transactions with Exor during 9M 2024/2025 .
- Proxy disclosure states no related party transactions requiring disclosure since the beginning of 2024 (Reg S‑K threshold) .
Expertise & Qualifications
- Finance and private equity background (Unicredit, PwC, Merrill Lynch, J.P. Morgan/JPMP); extensive operating leadership across Fiat/CNH Industrial, including President, Specialty Vehicles (2013–2019) .
- Governance experience across multiple industrial and investment boards (Exor, Iveco Group, Comau, KIRKBI, GVS) with ESG and human capital committee exposure .
- Education: Economics degree, University of Turin .
Equity Ownership
| Holder | Beneficially Owned Shares | Derivative/RSU/PSU Exercisable/Settling within 60 days | Percent of Shares Outstanding |
|---|---|---|---|
| Alessandro Nasi | 356,202 | — | <1% |
| Source |
Additional ownership and policy notes:
- For directors, 38,752 RSUs granted in June 2024 vest in June 2025 (outside 60‑day window as of Feb 28, 2025) .
- Insider trading policy in place and filed as Exhibit 19.1 to the 2024 Form 10‑K; no pledging disclosures specific to directors in the proxy .
- Director ownership guideline: ≥1x annual retainer within 24 months; hold during service and three months post‑service (compliance status for individual directors not disclosed) .
Fixed vs. At‑Risk Pay (Director)
- Cash fees (including any committee fees): $170,000 in 2024 for Nasi .
- Equity (time‑based RSUs): $53,865 grant date fair value; June 10, 2024 grant; $9.73 grant price .
- Policy mix for directors is simple and transparent; no meeting fees; compensation not linked to financial results .
Say‑on‑Pay & Shareholder Feedback
- At the May 12, 2025 AGM, shareholders re‑appointed Nasi as Non‑Executive Director and approved the Company’s Equity Incentive Plan and 2024 financial statements; a $0.25 per share dividend was also approved (vote percentages not disclosed in the press release) .
Governance Assessment
-
Strengths:
- Long industrial and governance track record with deep operational roles across Fiat/CNH Industrial; broad cross‑board experience including ESG/Human Capital committees at Iveco Group .
- Board and committees fully functioning with strong attendance (100% overall attendance in 2024; all directors ≥75%) .
- Simple director pay structure with modest equity (time‑based RSUs) and clear ownership guidelines to promote alignment .
-
Risk factors / RED FLAGS:
- Not independent under NYSE/Dutch Code; independence field blank and not listed among independent directors .
- Exor interlock: Nasi sits on Exor’s board while Exor controls 45.3% of CNH voting power—a potential conflict given Exor’s ability to influence director elections and strategic decisions .
- Iveco Group interlock with related‑party commerce: Nasi is an Iveco director (ESG Chair; HCC member) while CNH has ongoing related‑party transactions with Iveco (engines/services) .
- Mitigations: Audit Committee approves significant related‑party transactions; CNH reported no significant transactions with Exor in 9M 2024/2025 and no related party transactions requiring disclosure since 2024 in the proxy .
Overall implication for investors: Nasi brings significant industrial and governance expertise, but his non‑independence and interlocks with Exor and Iveco warrant continued monitoring of related‑party oversight and committee composition to ensure robust minority‑shareholder protection .