Elizabeth Bastoni
About Elizabeth Bastoni
Independent non‑executive director of CNH since 2023 (age 59). She chairs the Human Capital & Compensation Committee (HCC) and serves on the Governance & Sustainability Committee; the Board has determined she meets NYSE and Dutch Code independence requirements . Background spans C‑suite and senior roles at Carlson, The Coca‑Cola Company, Thales, Suez Environnement and KPMG; education includes a BA in Accounting (Providence College) and studies at Paris‑Sorbonne (French Civilization) and École du Louvre (Art History) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlson | Executive leadership positions | Not disclosed | Strategy and governance experience |
| The Coca‑Cola Company | Executive leadership positions | Not disclosed | Finance and global operations exposure |
| Thales | Executive leadership positions | Not disclosed | Governance in complex, regulated industries |
| Suez Environnement | Executive leadership positions | Not disclosed | Sustainability and infrastructure domain experience |
| KPMG | Executive leadership positions | Not disclosed | Accounting/financial literacy foundation |
External Roles
| Organization | Role | Committees | Country |
|---|---|---|---|
| Qorium | Chair of the Board | — | Netherlands |
| Jerónimo Martins | Independent Director | Audit Committee Member | Portugal |
| Euroapi | Director | Audit Committee Member; Chair of Nomination & Compensation Committee | France |
| Coca‑Cola HBC AG | Independent Director | Remuneration Committee Member; Nomination Committee Member | Switzerland |
Board Governance
- Committee assignments: Chair, Human Capital & Compensation; Member, Governance & Sustainability .
- Independence: Determined independent under NYSE, SEC Rule 10A‑3, and Dutch Code; CNH board is 67% independent .
- Attendance and engagement: Board met six times in 2024 with 100% overall attendance; HCC met nine times with 100% overall attendance, indicating strong committee engagement .
- Compensation committee governance: No interlocks or insider participation; WTW serves as independent compensation consultant and its independence was reviewed; HCC engages with leadership but excludes individuals when discussing their own compensation .
- Clawback enforcement (signal of governance rigor): Following an immaterial restatement, HCC recalculated 2023 CBP awards and initiated clawback of $281,000 from executives (completion expected April 2025) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non‑executive director retainer |
| HCC Chair retainer | $25,000 | Chair of “other” Board committee |
| Governance & Sustainability Committee member retainer | $20,000 | Member fee |
| Total cash fees (2024 actual) | $170,000 | Matches director compensation table for Bastoni |
- CNH pays no meeting fees; non‑executive director compensation is not performance‑linked; expenses reimbursed; no termination/perquisite benefits beyond standard policies and social contributions in some countries .
Performance Compensation
| Equity Component | Policy Value | 2024 Grant Details | Vesting | Accounting Value (2024) |
|---|---|---|---|---|
| Annual RSU grant (Directors) | $60,000 | Directors granted RSUs on June 10, 2024 at $9.73 | Director RSUs granted in June 2024 vest June 2025 | $53,865 (Bastoni) |
- Director RSUs are time‑based; CNH does not pay dividend equivalents on RSUs; equity is intended to align directors with shareholders .
Other Directorships & Interlocks
| Relationship Type | Observation |
|---|---|
| Shared directorships with CNH competitors/suppliers/customers | Not disclosed; no related‑party transactions requiring disclosure since start of 2024 . |
| Compensation committee interlocks | None with CNH executives; HCC comprised solely of independent directors . |
Expertise & Qualifications
- Credible boardroom decision‑maker with strong financial grounding and governance boundary setting; focus on enabling strategy and oversight .
- Skills across finance/accounting, risk management, government/regulatory, technology/innovation, and global industry experience consistent with Board’s balanced mix .
Equity Ownership
| Date | Common Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Feb 28, 2025 (proxy snapshot) | — | <1% | Bastoni shown with no beneficially held common shares at snapshot date . |
| May 12–13, 2025 (Form 4) | 5,437 (post‑transactions) | <1% | 5,536 shares acquired upon RSU vesting (May 12, 2025); 99 shares sold at $13.335 to cover taxes (May 13, 2025); holdings after transactions: 5,437 shares |
- Hedging/pledging: CNH prohibits hedging of company stock and pledging/margin accounts for insiders (policy applies to directors) .
- Director ownership guideline: Expected to own at least one times annual retainer ($125,000) within 24 months of first appointment (Bastoni appointed 2023); compliance status for directors is not disclosed in the proxy .
Insider Trades
| Trade Date | SEC Form | Transaction | Shares | Price | Value | Holdings After | Commentary |
|---|---|---|---|---|---|---|---|
| May 12, 2025 | Form 4 | Acquisition upon RSU vesting | 5,536 | — | — | 5,536 | RSUs convert to common shares one‑for‑one |
| May 13, 2025 | Form 4 | Sale (to cover tax) | 99 | $13.335 | $1,320 | 5,437 | Sale disclosed as covering tax withholding obligations upon vesting |
Governance Assessment
-
Positives
- Independent chair of HCC with full‑year 2024 committee engagement (9 meetings; overall attendance 100%); strong process discipline, independent consultant (WTW) with independence reviewed; no interlocks with management .
- Active oversight of compensation risk, clawback policy aligned with SEC/NYSE, and practical enforcement following restatement (aggregate $281k recovery) – supportive of investor confidence .
- Clear director compensation structure, modest equity component, and stock ownership guidelines to promote alignment; no related party transactions disclosed .
-
Watchpoints / potential red flags
- Ownership alignment: as of the February 2025 snapshot, Bastoni showed no beneficially held shares; post‑May vesting she holds 5,437 shares (~$72k at $13.335), below the $125k guideline if measured at that price, though director compliance status is not disclosed; monitor future accumulation to guideline within 24 months of appointment (2025) .
- EXOR’s 45% voting power via loyalty shares concentrates shareholder influence at the parent level; continued strong independence and committee rigor remain crucial to balanced governance .
Overall, Bastoni’s committee leadership, independence, attendance, and role in enforcing clawbacks are positive governance signals. The primary alignment gap to monitor is pace of share accumulation versus the director ownership guideline within the required timeframe .