Karen Linehan
About Karen Linehan
Independent non-executive director since 2022; age 66. Former Executive Vice President and General Counsel of Sanofi (2007–2021) with deep experience in M&A, complex litigation, and government investigations; prior roles include Assistant GC, International Counsel, and Deputy Head of Legal Operations at Sanofi, corporate attorney at Townley & Updike, and staff in the US House Speaker’s office. Education: BA in American Studies and JD (Georgetown University); dual US and Irish citizenship. She chairs CNH’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Executive Vice President & General Counsel | 2007–2021 | Led support for acquisitions/divestitures, complex litigation, government investigations; founding member, Sanofi Gender Balance Board |
| Sanofi | Assistant General Counsel; International Counsel; Deputy Head of Legal Operations | 1991–2007 | Legal leadership across international operations |
| Townley & Updike (NY law firm) | Corporate Attorney | Pre-1991 | Corporate legal practice |
| Office of Speaker Thomas P. O’Neill, Jr. | Congressional staff | Early career | Legislative office experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Aelis Farma (France) | Director | Current | Chair, Audit Committee; Member, Remuneration Committee |
| VEON Ltd. (Netherlands) | Director (past) | Past | Member, Audit; Member, Nomination & Governance Committee |
| Global Antibiotic Research & Development Partnership (GARDP NA) | Non-Executive Director (past) | Past | Non-profit board role |
Board Governance
- Independence: Determined to satisfy NYSE, SEC Rule 10A-3, and Dutch Code independence requirements; nominated for re-appointment in 2025.
- Committee assignments: Audit Committee Chair; members are Richard J. Kramer, Vagn Sørensen, and Åsa Tamsons (all independent). Audit Committee members must be financially literate; board designated Kramer, Sørensen, and Tamsons as “financial experts.”
- Meeting cadence and attendance: Audit Committee met 9 times in 2024; overall Audit Committee attendance 96%. Board met six times; all directors attended ≥75% of meetings; overall Board attendance 100%.
- Board leadership: Senior Non-Executive Director (Lead Non-Exec under Dutch Code) is Vagn Sørensen; CEO and Chair roles are separated.
Fixed Compensation
| Component | Policy/Rate | 2024 Amount (USD) | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 | $125,000 | Non-executive director base fee; no meeting fees |
| Audit Committee Chair retainer | $35,000 | $35,000 | Additional for chairing Audit |
| Other committee membership fees | $20,000 (member), $25,000 (chair) | — | Not applicable based on disclosed cash total |
| Total cash fees (2024) | — | $160,000 | Sum of base + Audit Chair aligns with disclosure |
- Director compensation is not performance-linked; no termination benefits or perquisites, and expenses are reimbursed only for meeting attendance.
Performance Compensation
| Award Type | Grant Date | Grant Price | 2024 Stock Awards (fair value) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | June 10, 2024 | $9.73 | $53,865 | Non-exec RSUs granted in June 2024 vest in June 2025 |
- Annual director equity grant policy: $60,000 in RSUs; directors’ grants are time-based (no performance metrics).
- CNH does not pay dividends or dividend equivalents on RSUs; awards settle in CNH common stock at vest.
Other Directorships & Interlocks
| Company | Sector Overlap with CNH | Potential Interlock/Conflict Notes |
|---|---|---|
| Aelis Farma | Pharma/biotech | Unrelated to CNH’s ag/construction equipment; low conflict potential |
| VEON Ltd. | Telecom | Unrelated to CNH’s core businesses; low conflict potential |
| GARDP (non-profit) | Public health | Non-commercial; low conflict potential |
- Related-party transactions: None requiring disclosure since the beginning of 2024; CNH has a formal policy and annual questionnaires monitored by the Audit Committee.
Expertise & Qualifications
- Legal/regulatory leadership, complex transactions, investigations; experienced board governance professional.
- Audit Committee leadership at CNH; committee members must be financially literate with accounting/financial management expertise; board-designated financial experts are Kramer, Sørensen, Tamsons (not specifically Linehan).
- Education: BA, JD (Georgetown University).
Equity Ownership
| Holder | Shares Beneficially Owned | Options/RSUs Available Within 60 Days | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Karen Linehan | 11,903 | — | 11,903 | (*) less than 1% |
- Stock ownership guidelines for non-executive directors: Must own at least the value of one times annual retainer ($125,000) within 24 months of first appointment; hold shares while on the Board and for three months after service.
- Hedging/pledging: Prohibited for directors and insiders under CNH’s Insider Trading Policy.
Governance Assessment
-
Strengths
- Independence affirmed; re-appointment recommended by the Board.
- Audit Committee chair with strong legal background; committee oversaw external auditor independence and internal controls, and recommended inclusion of audited financials in 10-K.
- High governance standards: clawback policy adopted (Nov 2, 2023); immaterial restatement led to proactive bonus clawbacks with written agreements from executives.
- Attendance and engagement: robust committee and board attendance metrics.
- Alignment mechanisms: director RSUs; share ownership guidelines; prohibitions on hedging/pledging.
-
Watch items / potential red flags
- Personal beneficial ownership is modest relative to outstanding shares (typical for large-cap issuers).
- Not designated by the Board as an “audit committee financial expert” (others on the committee hold that designation), though she chairs the Audit Committee; monitor committee composition and expertise balance.
- No related-party transactions disclosed (positive), but continued vigilance warranted given CNH’s global footprint.
Overall signal: As Audit Chair with strong legal/regulatory credentials, independent status, and solid attendance, Linehan presents positive governance quality and risk oversight. The absence of related-party transactions and presence of clawback and anti-hedging policies support investor confidence.