Kelly Manley
About Kelly Manley
Kelly Manley is CNH’s Chief Human Resources Officer (CHRO), appointed effective January 8, 2024, when her annual base salary was increased to $445,000 from $364,000 in connection with the role change . Her annual bonus is tied to CNH’s Company Bonus Plan (CBP) metrics—Adjusted EBIT margin, revenues at constant currency, cash conversion, and ESG/safety—which produced a 31.4% payout for 2024; Manley earned $110,000 for 2024 under this plan . Long-term incentives are delivered via PSUs (EPS and Average Industrial ROIC with a relative TSR multiplier) and RSUs; the 2022–2024 PSU cycle paid at 59.9% of target, evidencing pay-for-performance alignment through the cycle . CNH returned ~$1.3 billion to shareholders in 2024 via dividends and repurchases amid an industry downcycle, underscoring the operating context for incentive outcomes .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (USD) | $364,000 | $445,000 (effective Jan 8, 2024) | +22.3% YoY due to promotion to CHRO |
| Target Bonus (% of Salary) | 75% | 75% | Target bonus dollars: $337,750 in 2024 |
| Actual Bonus Paid (2024) | — | $110,000 | Company Performance Factor (CPF) = 31.4% |
| Benefits/Other | — | Retiree healthcare service cost $26,230; 401k/DCP company match $27,730; Company match in Nonqualified DCP $25,296 | Eligible for U.S. Retiree Healthcare after 5 years GLT service and age 50 |
Performance Compensation
Annual Bonus (CBP) – 2024 Plan Design and Outcome
| Measure | Weight | Threshold | Target | Maximum | Actual | Weighted Payout | Comments |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBIT Margin % (hurdle) | Hurdle | 8.8% | — | — | 9.5% | — | Hurdle exceeded; otherwise no payout |
| Consolidated Adjusted EBIT Margin % | 40% | 10.9% | 12.5% | 15.6% | 9.5% | 0.0% | Below threshold |
| Consolidated Revenues @ CC ($M) | 20% | 19,649 | 22,456 | 25,824 | 20,075 | 8.1% | At constant currency (CC) |
| Cash Conversion Ratio % | 20% | 59.5% | 70.0% | 105.0% | -29.9% | 0.0% | Below threshold |
| CO2 Emissions % (vs 2018) | 10% | -33.8% | -35.6% | -40.9% | -37.9% | 14.3% | Sustainability metric |
| Accident Frequency Rate | 10% | 0.104 | 0.099 | 0.084 | 0.059 | 9.0% (after discretion) | Lower is better |
| Total Company Performance Factor | 100% | — | — | — | — | 31.4% | — |
| Manley 2024 Earned Incentive | — | — | — | — | — | $110,000 | CHRO; individual modifier applied per program |
Long-Term Incentive Plan (LTIP) – Structure and Calibration
| Feature | 2024–2026 LTIP | Notes |
|---|---|---|
| Vehicles | PSUs 67%, RSUs 33% for NEOs (CEO 100% PSUs) | Manley 2024 LTIP target $890,000 |
| PSU Metrics | 50% Cumulative Adjusted Diluted EPS; 50% Average Industrial ROIC; ±25% Relative TSR multiplier | Payout 30–200%; both financial metrics must meet threshold for any payout in 2024–2026 plan |
| 2024–2026 Calibration | EPS thresholds: ≥$1.91 (threshold) to ≥$4.47 (outstanding); ROIC thresholds: ≥6.6% (threshold) to ≥14.3% (outstanding) | TSR multiplier: 0.75x (≤25th percentile) to 1.25x (≥75th percentile) |
| 2022–2024 Result | Final PSU payout 59.9% of target | Pre-TSR achievement 75.3%, TSR multiplier 0.80 |
2024 Grants to Kelly Manley (Detail)
| Grant | Date | Instrument | Target/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual RSU | 5/13/2024 | RSU | 25,719 | Vests 5/10/2027 | $236,358 |
| Annual PSU | 11/15/2024 | PSU | 52,216 target | Performance period to 2/28/2027 | $521,638 |
| Vested in 2024 | 2/28/2024 | PSU (2021–2023) | 172,936 | Vested 2/28/2024 | $2,067,450 |
| Vested in 2024 | 4/30/2024 | RSU (prior cycle) | 15,490 | Vested 4/30/2024 | $177,903 |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; other NEOs 3x salary; 50% of net shares retained until met; 5-year accumulation window. Company states all NEOs complied or are progressing within the permitted horizon .
- Clawback: NYSE/SEC-compliant policy effective Nov 2, 2023; covers incentive pay tied to financial reporting measures during the 3-year lookback upon an accounting restatement . In 2024, CNH initiated clawbacks totaling $281,000 due to an immaterial revision, with written agreements signed by all current executive officers .
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Source |
|---|---|---|---|
| Kelly Manley | 148,815 | ~0.012% (148,815 / 1,248,043,843) | Beneficial ownership table; outstanding shares |
Note: Percent computed from disclosed share count and shares outstanding .
Vested vs. Unvested Summary (Kelly Manley)
| Category | Shares/Units | Notes |
|---|---|---|
| Unvested RSUs (12/31/2024) | 58,848 | 2022: 16,233 (vest 4/30/2025); 2023: 16,896 (vest 4/30/2026); 2024: 25,719 (vest 5/10/2027) |
| Unvested PSUs (target, 12/31/2024) | 118,987 | 2022 grant vests 2/28/2025 (trending at target); 2023 vests 2/28/2026 (trending at target); 2024 vests 2/28/2027 (trending at target) |
| Shares vested in 2024 | 188,426 | All NEOs sold shares to cover withholding on vest |
Pledging/hedging: CNH maintains an insider trading policy; the proxy does not disclose any pledging by Ms. Manley .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | U.S. agreement |
| Restrictive covenants | 2-year non-compete; 3-year non-solicitation |
| Severance (no CIC) | Cash severance equal to 24 months of base salary; for CHRO this equates to $890,000 at 12/31/2024 assumption |
| Change-in-control (double-trigger) | If terminated without cause or resign for good reason within 24 months post-CIC: salary multiple (24 months) paid; RSUs vest; PSUs vest at target; CHRO amounts modeled at Salary $890,000 + LTI acceleration $1,935,548 = $2,825,548 total (assumes stock at $11.33 and termination on 12/31/2024) |
| Retiree medical eligibility | Eligible for post-employment supplemental retiree healthcare after 5 years of GLT service and minimum age of 50 |
Compensation Structure Insights (pay-for-performance and risk)
- Mix and leverage: For 2024, Manley’s target LTI was $890,000 split 67% PSUs/33% RSUs, emphasizing multi-year financial performance with a relative TSR multiplier; 2024 CBP paid at 31.4%, and 2022–2024 PSUs at 59.9%, indicating variable pay is sensitive to cycle outcomes .
- Governance controls: Double-trigger CIC vesting at target, robust ownership requirements, and a clawback policy that was actively enforced following an immaterial revision underpin alignment and risk mitigation .
- Liquidity/insider supply: 188,426 shares vested for Manley in 2024 and all NEOs sold shares to cover taxes, suggesting predictable vest-related flow near late-February and late-April vesting windows .
Investment Implications
- Pay-for-performance alignment: Low 2024 bonus (31.4% CPF) and sub-target 2022–2024 PSU payout (59.9%) reflect cyclicality and disciplined targets; future upside in incentive realization requires improved EPS/ROIC and TSR vs peers, aligning management rewards with shareholder returns .
- Retention risk appears contained: Material unvested equity through 2027 and 24-month severance (with double-trigger CIC vesting at target) support continuity; restrictive covenants further reduce near-term attrition risk for the CHRO role .
- Trading signals: Annual vesting clusters (late Feb for PSUs; late Apr/early May for RSUs) and tax-withholding sales can create predictable, modest supply; monitor Section 16 filings post-2025 FPI transition for additional color on discretionary sales .
- Governance quality: Active clawback enforcement and clear ownership rules are positives; no disclosed pledging for Manley and double-trigger CIC treatment reduce misalignment risks .