Jim Nickolas
About Jim Nickolas
James (Jim) Nickolas, age 54, became CNH’s Chief Financial Officer on May 6, 2025, overseeing accounting, FP&A, tax, investor relations, treasury, and corporate development; he holds a BS in Accounting (University of Illinois), an MBA in Finance and a JD (University of Chicago), and is a CPA . During his initial tenure, CNH’s YTD Q3 2025 consolidated revenue was $12,938M vs. $14,960M in YTD Q3 2024; net income was $416M; diluted EPS $0.34; adjusted diluted EPS $0.36; Adjusted EBIT of Industrial Activities was $429M and margin 3.9% as industry downcycle persisted . As of Q3 2025, management disclosed an ongoing material weakness in internal control over inventory existence/completeness and detailed remediation activities, with disclosure controls deemed not effective as of Sept 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNH | Chief Financial Officer | May 2025–present | Lead global finance; present financials at Investor Day 2025 |
| Martin Marietta | CFO & EVP | Aug 2017–Apr 2025 | Oversaw finance at a large building materials supplier; public-company CFO experience |
| Caterpillar | Head of Corporate Development & Caterpillar Ventures; CFO Resource Industries; CFO Global Mining; Director of Integration; Strategic Investments | 2008–2017 | Led venture and M&A; divisional CFO roles; integration leadership in heavy equipment |
| J.P. Morgan Securities | Executive Director, Investment Banking (General Industries coverage) | 2001–mid 2008 | Transaction execution and advisory across industrials |
| Coopers & Lybrand | Senior Tax Associate | Career start | Tax technical foundation |
External Roles
No public company board roles disclosed; executive biography lists corporate positions only .
Fixed Compensation
| Component | Terms | 2025 Values / Minimums | Notes |
|---|---|---|---|
| Base Salary | Annual | $825,000 | Oak Brook, IL work location |
| Target Annual Bonus | % of base | ≥100% of base (no proration for 2025 if threshold achieved) | Performance-based; metrics set by HCC Committee |
| Annual LTI (PSUs/RSUs per plan) | % of base | ≥375% of base (minimum $3,093,750) | Subject to CNH Equity Plan terms |
| Sign-on RSU (forfeiture make-whole) | Grant-date fair value | $4,500,000; vests 50% in 2026, 50% in 2027 | Two equal installments |
| Supplemental RSU (retirement make-whole) | Grant-date fair value | $3,600,000; cliff vest in 2030 | Accelerates on qualifying termination |
| Benefits | Executive benefits | Standard for similarly situated execs; expense reimbursement; up to $25,000 legal fees for agreement | Subject to company policies |
Performance Compensation
Annual Bonus Structure (Company-wide CBP, reference 2024 design)
| Metric | Weight | Target Definition | 2024 Actual | Weighted Payout |
|---|---|---|---|---|
| Consolidated Adjusted EBIT Margin % (hurdle + weighted) | Hurdle + 40% | EBIT margin targets 10.9% / 12.5% / 15.6% | 9.5% (below target, hurdle exceeded) | 0.0% |
| Revenues @ Constant Currency ($M) | 20% | $22,456 target | $20,075 (89.4% of target) | 8.1% |
| Cash Conversion Ratio % | 20% | 70% target | -29.9% (below threshold) | 0.0% |
| CO2 Emissions % | 10% | -35.6% target | -37.9% (106.5%) | 14.3% |
| Accident Frequency Rate | 10% | 0.099 target | 0.059 (140.4%, with downward discretion) | 9.0% |
| Company Performance Factor | 100% | — | — | 31.4% |
Note: CFO 2025 bonus eligibility references no proration; specific 2025 targets determined by HCC Committee .
LTIP Structure and Metrics (applies to executives under A&R EIP)
| LTIP Metric | Weighting | Payout Range | Peer TSR Modifier | Notes |
|---|---|---|---|---|
| Cumulative Adjusted Diluted EPS | 50% | 30%–200% of target | 0.75–1.25x based on TSR percentile | Independent assessment of EPS |
| Average Industrial ROIC | 50% | 30%–200% of target | 0.75–1.25x | 3-year average ROIC |
| Relative TSR (peer group) | Modifier | 0.75x (≤25th) to 1.25x (≥75th) | — | TSR peer group defined (e.g., DE, CAT, VOLV.B, etc.) |
Key A&R EIP terms: double-trigger change-in-control equity vesting at target; no dividend equivalents before performance satisfaction; clawback aligned with SEC/NYSE rules; shares available increased to 70,250,000 .
Equity Ownership & Alignment
| Policy / Item | Disclosure |
|---|---|
| Stock ownership guidelines | CEO: 5x base; Other NEOs (incl. CFO): 3x base; 5-year horizon from appointment; retain 50% of net shares until compliant |
| Compliance status | At end of 2024, NEOs complied or were progressing; CFO appointed in 2025—subject to 5-year horizon to comply |
| Pledging/Hedging | Insider trading policy governs executive transactions; clawback policy adopted Nov 2, 2023 |
| Beneficial ownership/Form 4 | CNH became U.S. domestic issuer beginning 2025; officers subject to Section 16 reporting . No Form 4 filings for Nickolas were located in our document search to date [SearchDocuments no results]. |
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Effective CFO as of May 6, 2025; Employment Agreement dated Apr 9, 2025 |
| Location | Oak Brook, Illinois |
| Contract term | At-will; arbitration for employment disputes (AAA, IL law) |
| Non-compete / Non-solicit | 1 year post-termination worldwide scope tied to competitive businesses |
| Severance (Qualifying Termination) | 12 months base salary ($825,000) paid in installments; Supplemental RSU fully vests; prior-year unpaid bonus paid; continued medical coverage during the severance period (COBRA/local law) |
| Change-of-control (Double-trigger within 24 months) | 24 months base salary ($1,650,000) lump sum; full vesting of all equity/LTI at target; prior-year bonus; up to 18 months medical coverage or cash equivalent; 409A-compliant timing |
| 280G cutback | Payments reduced to avoid excise tax if economically better after tax; ordered reductions across cash, equity acceleration, benefits |
| Clawback | Company compensation recovery policy; repayment if restrictive covenants breached or cause discovered post-termination |
| Definitions | Good Reason includes pay/role diminutions, breach, or relocation >75 miles; Qualifying Termination defined as termination by company without cause or by executive for Good Reason |
Performance & Track Record
| Metric | YTD Q3 2025 | YTD Q3 2024 | Change |
|---|---|---|---|
| Consolidated Revenue ($M) | 12,938 | 14,960 | (14%) |
| Net Sales of Industrial Activities ($M) | 10,895 | 12,931 | (16%) |
| Net Income ($M) | 416 | 1,083 | (62%) |
| Diluted EPS ($) | 0.34 | 0.85 | (0.51) |
| Adjusted Net Income ($M) | 457 | 1,143 | (60%) |
| Adjusted Diluted EPS ($) | 0.36 | 0.90 | (0.54) |
| Adjusted EBIT of Industrial Activities ($M) | 429 | 1,210 | (65%) |
| Adjusted EBIT Margin (%) | 3.9% | 9.4% | (550 bps) |
Additional context: Inventory control material weakness disclosed and remediation actions underway (consultants, physical counts, SOPs, training) . CFO was announced Apr 10, 2025, with transition completed by May 6, 2025 .
Compensation Committee Analysis
- HCC Committee: Chair Elizabeth Bastoni; members Howard W. Buffett and Richard J. Kramer; independent oversight of executive compensation and remuneration policy .
- Pay philosophy: majority at-risk pay; rigorous targets; double-trigger CIC treatment; CEO 5-year holding requirement; share ownership guidelines for executives .
- Peer groups: Compensation benchmarking includes AGCO, Caterpillar, Cummins, Deere, Honeywell, Johnson Controls, PACCAR, Parker-Hannifin, WABTEC; European peers include Alstom, Continental, Philips, Sandvik, Volvo .
- Consultant: WTW supports HCC Committee on benchmarking and incentive design; independence reviewed .
Risk Indicators & Red Flags
- Internal control material weakness remaining as of Sept 30, 2025 (inventory existence/completeness) .
- Significant sign-on and long-dated supplemental RSU (2030 cliff) create strong retention but also concentration of unvested equity value; double-trigger CIC with full vesting at target introduces potential parachute optics, mitigated by 280G cutback .
- Clawback policy actively enforced in 2024 due to immaterial restatement; aggregate $281,000 clawback initiated for erroneously awarded amounts (contextual governance signal) .
Investment Implications
- Alignment: Minimum 3x salary stock ownership guideline, double-trigger CIC vesting at target, and SEC/NYSE clawback policy support investor alignment; long-dated supplemental RSU vest in 2030 materially increases retention incentives .
- Retention risk: Severance of 12 months base (24 months under CIC) plus accelerated vesting of the supplemental award on qualifying termination reduces near-term departure risk; sign-on vesting across 2026–2027 creates retention milestones .
- Performance sensitivity: Bonus/LTIP metrics tied to EBIT margin, cash conversion, EPS, ROIC and relative TSR ensure pay-for-performance; current downcycle and margin compression suggest lower near-term incentive payouts, reinforcing execution focus on cost, mix, and inventory controls .
- Execution: Prior M&A/corporate development and divisional CFO experience (Caterpillar; Martin Marietta) is additive for portfolio optimization and capital allocation during a cyclical trough; continued remediation of internal controls and delivery against Investor Day financial plan will be key signals for compensation realization and trading sentiment .