Gerrit Marx
About Gerrit Marx
- Gerrit Marx is Chief Executive Officer of CNH and an executive director appointed by shareholders on May 12, 2025; he is 49 years old and joined CNH as CEO effective July 1, 2024 .
- Education: Mechanical Engineering and MBA (RWTH Aachen University) and PhD in Business Administration (Cologne University), with a 25-year career across industrials/automotive and private equity operating roles .
- 2024 performance context: Adjusted diluted EPS was $1.05 and U.S. GAAP net income was $1,259 million as CNH navigated an industry downcycle and prioritized structural cost reductions; CNH returned ~$1.3 billion via dividends and buybacks in 2024 .
- TSR: CNH’s absolute TSR index (2019 baseline=100) was 136 in 2024, reflecting market performance through-cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNH Industrial | President, Commercial & Specialty Vehicles (prior to Iveco spinoff) | Jan 2019 onward | Led vehicle segment ahead of Iveco Group separation, building execution experience in equipment and specialty vehicles . |
| Iveco Group N.V. | Chief Executive Officer | Jan 2022 – Jun 2024 | Led publicly listed commercial vehicles and powertrain company post-spinoff, overseeing strategy and portfolio . |
| Bain Capital | European Leadership Team (portfolio operations) | 2012 onward | Drove transformational programs; interim CEO of Wittur Group and President of Powertools at Apex Tool Group . |
| Volkswagen AG China / Škoda China | EVP and President | 2011 – 2012 | Led China operations across automotive OEM activities and brand execution . |
| Daimler AG (Mercedes-Benz Group) | Roles culminating as President & CEO, Daimler Trucks China | 2007 – 2011 | Ran China truck operations; cross-regional leadership roles in NA/EU/Asia . |
| McKinsey & Company | Consultant (operations focus in auto/aerospace) | 1999 onward | Operational improvement programs across industrials sectors . |
External Roles
- No current public company board memberships disclosed for Gerrit Marx in CNH’s proxy; service is focused on CNH executive and board roles .
Fixed Compensation
| Element | 2024 Target/Terms | Notes |
|---|---|---|
| Annual Base Salary | $1,250,000 | Marx earned $625,000 in 2024 given half-year service; target rate disclosed for the role . |
| Target Annual Bonus | $1,875,000 (150% of base) | Bonus tied entirely to corporate performance for CEO . |
| Annual LTIP Target (from 2025) | $9,000,000 (100% PSUs) | All PSUs beginning 2025, reinforcing performance alignment . |
| Initial RSU Award (sign-on equity) | $11,920,000 grant value | Intended to offset forfeited equity; vests ~58.5% on 2/28/2025 and ~41.5% on 2/28/2026, subject to service/performance . |
| Cash Sign-on Bonus | €412,500 | Replaces forfeited prior employer annual bonus; payable by April 30, 2025 subject to continued employment . |
Performance Compensation
Annual Bonus – Company Bonus Plan (CBP) 2024
| Measure | Weight | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Consolidated Adjusted EBIT Margin % (hurdle and 40% weighted component) | Hurdle; 40% | 12.5% | 9.5% | Hurdle met, but weighted component paid 0% . |
| Consolidated Revenues @ CC ($M) | 20% | $22,456 | $20,075 | 8.1% . |
| Cash Conversion Ratio % | 20% | 70.0% | -29.9% | 0.0% . |
| CO2 Emissions % (vs 2018 baseline) | 10% | -35.6% | -37.9% | 14.3% . |
| Accident Frequency Rate | 10% | 0.099 | 0.059 | 9.0% (with downward discretion) . |
| Company Performance Factor (CPF) | 100% | — | — | 31.4% . |
| CEO Bonus Outcome | Eligible Earnings | Target % | 2024 Earned Incentive |
|---|---|---|---|
| Gerrit Marx | $631,831 | 150% | $297,600 . |
Long-Term Incentives (LTIP) Design
| Metric | Weight | Definition | Notes |
|---|---|---|---|
| Cumulative Adjusted Diluted EPS | 50% | Cumulative adjusted diluted EPS over 3 years | Drives bottom-line earnings . |
| Average Industrial RoIC | 50% | After-tax Adjusted EBIT / Average Industrial Invested Capital (3-year average) | Capital efficiency focus . |
| Relative TSR Multiplier | +/- 25% | 3-year TSR relative to peer group | Adjusts payout 0.75x to 1.25x within range . |
| Plan | Period | Pre-TSR CPF | TSR Multiplier | Final CPF |
|---|---|---|---|---|
| 2022–2024 PSU | 3 years | 75.3% | 0.80 | 59.9%; CEO did not receive payout (not employed at grant) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 375,136 common shares owned; <1% of shares outstanding . |
| Outstanding Awards (12/31/2024) | RSUs: 1,189,620 ($13,286,122 value); PSUs: 788,092 ($8,328,472 value) . |
| Vesting Schedule (Key) | Initial RSUs: 695,608 vested 2/28/2025; 494,012 vest 2/28/2026; 2024 PSUs vest 2/28/2027; 5/10/2024 RSUs vest 5/10/2027 . |
| Ownership Guidelines | CEO must own ≥5x base salary; 5-year holding period on CEO equity from grant; all NEOs compliant or progressing within 5-year horizon . |
| Pledging/Hedging | Prohibited; insiders cannot pledge CNH stock or engage in hedging transactions . |
| Dividend Equivalents | Not paid on PSUs/RSUs; reduces carry incentives unrelated to performance . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | CEO effective July 1, 2024; appointed executive director at AGM May 12, 2025 . |
| Contract Type | U.S. employment agreement; Germany benefits participation for pension savings vehicle . |
| Severance (non-CIC) | 12 months of base salary paid over 12 months, subject to release and covenants . |
| Change-in-Control (double-trigger) | If not assumed, awards vest at CIC; with Qualifying Termination within 24 months, full acceleration at target for PSUs and RSUs; cash severance in lump sum . |
| Non-Compete/Non-Solicit | One-year non-compete and non-solicitation . |
| Aircraft Usage | Business/commute usage permitted; no personal usage in 2024 . |
| Pension/Benefits | Germany support fund contributions (Allianz-Pensions-Management e.V.); U.S. benefits structure; tax equalization to U.S. per agreement . |
| Clawback Policy | SEC/NYSE-aligned clawback adopted Nov 2, 2023; immaterial restatement led to CBP clawbacks (aggregate $281,000) primarily affecting prior period awards; no LTIP clawback triggered . |
Board Governance
- Board roles: Marx is CEO and executive director; Chair is Suzanne Heywood; Senior Non-Executive Director is Vagn Sørensen (lead independent under Dutch Code) .
- Committee memberships: Executive directors do not sit on audit/compensation committees; Audit chaired by Karen Linehan; HCC chaired by Elizabeth Bastoni; Governance & Sustainability chaired by Howard W. Buffett .
- Independence: Six non-executive directors (67%) meet NYSE/Exchange Act/Dutch Code independence standards; separation of Chair and CEO mitigates dual-role risks .
- Attendance: Board met six times in 2024 with overall 100% attendance; committees met nine (Audit), nine (HCC), four (G&S) with 96–100% attendance .
Director Compensation (Board context; CEO is covered as NEO)
| Component | Amount |
|---|---|
| Annual cash retainer (non-executive) | $125,000 . |
| Audit Committee member/chair | $25,000 / $35,000 . |
| Other committee member/chair | $20,000 / $25,000 . |
| Annual RSU grant (non-executive) | $60,000 grant value . |
| Chair (Executive Director) | $500,000 base; LTIP with five-year holding; specific chair equity mix and holding policy . |
Compensation Peer Group (Benchmarking)
- U.S. peers: AGCO, Caterpillar, Cummins, Deere, General Dynamics, Honeywell, Illinois Tool Works, Johnson Controls, PACCAR, Parker-Hannifin, Wabtec .
- European peers: ACS (Actividades de Construcción y Servicios), Alstom, Continental, Philips, Sandvik, AB Volvo .
- TSR peer group for LTIP includes many of the above plus Bucher, Husqvarna, Komatsu, Kubota, Terex, Toro, Trimble .
Say‑on‑Pay & Shareholder Feedback
- Annual advisory vote on executive compensation is held; Item 2A on the 2025 AGM agenda recommended “FOR” by the Board; the AGM also approved the amended and restated Equity Incentive Plan .
- CNH engages with shareholders and encourages direct communications with the Board; Code of Conduct and insider trading policy disclosures are available online .
Performance & Track Record
| Year | Net Income ($mm) | Adjusted Diluted EPS ($) | TSR Index (2019=100) |
|---|---|---|---|
| 2024 | 1,259 | 1.05 | 136 . |
- 2024 context: Industry downcycle with strategic sourcing and SG&A reductions; CNH returned ~$1.3B via dividends and buybacks and launched numerous products in Agriculture and Construction .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders, reducing misalignment risks; strong insider trading controls .
- Clawback policy implemented; immaterial restatement led to bonus clawbacks and process completion by April 2025; indicates governance enforcement culture .
- No related-party transactions disclosed since the beginning of 2024; no legal proceedings involving officers/directors .
- Equity plan share authorization increased to 70,250,000; overhang as of Feb 28, 2025 was 3.3%, and burn rate 0.51% in 2024 (three-year average 0.41%) .
- EXOR N.V. voting power ~45% via loyalty shares, influencing major corporate actions; ownership disclosure highlights governance dynamics .
- CFO transition announced April 10, 2025; incoming CFO brings Caterpillar/Martin Marietta experience; transition risk tempered by overlap .
Equity Ownership & Upcoming Vests (Insider Selling Pressure View)
| Award | Shares | Next Vest Dates | Notes |
|---|---|---|---|
| Initial RSU grant (Aug 2024) | 1,189,620 | 695,608 on 2/28/2025; 494,012 on 2/28/2026 | Subject to service/performance; CEO five-year holding policy reduces sale pressure . |
| 2024 PSUs (Nov 2024) | 788,092 (target) | 2/28/2027 | Settled in stock; payout depends on EPS/RoIC and TSR multiplier . |
| 5/10/2024 RSUs | 1,189,620 (CEO-specific noted above; regular board RSUs differ) | 5/10/2027 | No dividend equivalents; settled in common stock . |
Employment & Contracts (Severance and CIC Economics)
| Scenario | Cash | Equity Vesting | Other |
|---|---|---|---|
| Qualifying Termination (non‑CIC) | 12 months base salary | Pro‑rata vesting; initial RSU cumulative vesting ≥ two‑thirds subject to release . | Covenants apply (1‑year non‑compete/non‑solicit) . |
| CIC + Qualifying Termination | Lump sum cash severance (same base multiple) | Full acceleration; PSUs at target; RSUs fully vest and pay out promptly . | 24‑month window; if awards not assumed, vest pre‑CIC . |
Expertise & Qualifications
- Technical/operational expertise across industrial equipment and automotive; private equity portfolio transformation experience; leadership at Daimler Trucks China and VW/Škoda China .
- Academic credentials spanning engineering and business administration, supporting execution and strategy .
Compensation Structure Analysis
- High at‑risk pay: ~90% of CEO target compensation is variable, with 74% in equity; annual LTI entirely PSUs from 2025, increasing performance sensitivity .
- Five‑year holding requirement for CEO equity and prohibition on pledging/hedging materially curb near‑term selling pressure; dividend equivalents are not paid on awards .
- Metrics emphasize profitability (EPS, RoIC) and TSR relative performance; 2024 CBP paid at 31.4% due to margin, cash conversion headwinds, with ESG/safety offset .
- Equity Plan expanded authorizations with managed burn/overhang; A&R EIP codifies double‑trigger CIC, clawback, and deferral provisions under HCC oversight .
Investment Implications
- Alignment is strong: 100% PSU LTIs from 2025 plus five‑year holding requirements and anti‑pledging rules reduce near‑term selling pressure and tie upside to EPS/RoIC and TSR outcomes .
- Retention risk appears contained: initial RSU sign‑on vesting spans 2025–2026 with pro‑rata protections; severance is moderate (12 months base) and CIC requires a double trigger .
- Governance: CEO and Chair roles separated; majority independent board with active HCC oversight and clawback enforcement; however, EXOR’s ~45% voting power is a structural governance consideration for investors .
- Dilution watch: A&R EIP increased share authorization to 70,250,000 with overhang 3.3% as of Feb 28, 2025; burn rate was 0.51% in 2024, indicating controlled dilution but warrants monitoring alongside buybacks .
- Execution focus: 2024 EPS and TSR reflect downcycle management; success of sourcing, cost actions, and new product cadence under Marx will be evidenced in EPS/RoIC trends and CBP/PSU payouts over 2025–2027 .