Richard Kramer
About Richard J. Kramer
Richard J. Kramer (age 61) is an Independent Director of CNH Industrial, serving since 2023. He is the former Chairman, CEO and President of The Goodyear Tire & Rubber Company (2010–Jan 2024) and previously held senior finance and operating roles there; earlier he was a partner at PricewaterhouseCoopers. He currently serves on Whirlpool Corporation’s board and has notable civic directorships in Cleveland institutions. Born in 1963, American citizenship.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | Chairman, CEO, President | 2010–Jan 2024 | Led turnaround and strategic initiatives; extensive manufacturing/operator experience |
| The Goodyear Tire & Rubber Company | Chief Operating Officer | Jun 2009–Apr 2010 | Operations leadership in North America and global footprint |
| The Goodyear Tire & Rubber Company | President, North American Tires | Mar 2007–Feb 2010 | Segment leadership |
| The Goodyear Tire & Rubber Company | EVP & CFO | Jun 2004–Aug 2007 | Financial leadership, capital allocation |
| The Goodyear Tire & Rubber Company | SVP, Strategic Planning & Restructuring | Aug 2003–Jun 2004 | Turnaround strategy |
| PricewaterhouseCoopers LLP | Partner; prior roles | ~13 years (incl. 2 years as partner) | Audit/finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Whirlpool Corporation | Director | Since 2024-02-18 | Corporate Governance & Nominating; Human Resources Committees |
| The Federal Reserve Bank of Cleveland | Director | Current | Regional economic oversight (non-public company) |
| The Cleveland Clinic | Director | Current | Healthcare governance (non-profit) |
| The Cleveland Orchestra | Director | Current | Cultural institution governance (non-profit) |
| The Sherwin-Williams Company | Director (prior) | 2012–2022 | Public company board experience |
Board Governance
- Independence: Independent Director (re-appointed at the 2025 AGM).
- Committee memberships:
- Audit Committee; Audit Committee financial expert designation by the Board.
- Human Capital & Compensation Committee (HCCC).
- Governance & Sustainability Committee.
- Committee chairs: Audit Committee chaired by Karen Linehan; Governance & Sustainability chaired by Elizabeth Bastoni.
- Tenure and re-appointment: Director since 2023; re-appointed May 12, 2025.
- Related party transactions: “Since the beginning of 2024, there were no related party transactions requiring disclosure.”
- Risk oversight context: CNH reported material weaknesses in internal control over financial reporting in 2023 (ITGC) and 2024 (inventory existence/completeness); remediation actions underway under Audit Committee oversight.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Executive Director) | $125,000 | Paid in cash; not dependent on Company financial results; no meeting fees, expenses reimbursed. |
| Additional retainer – Audit Committee member | $25,000 | Member fee. |
| Additional retainer – Audit Committee Chair | $35,000 | Chair fee (Kramer is not Chair). |
| Additional retainer – other Board committees member | $20,000 | Applies to HCCC/Governance & Sustainability membership. |
| Additional retainer – other Board committees chair | $25,000 | Chair fee (Kramer is not Chair). |
Non-Executive Directors receive fixed compensation; no termination benefits, perquisites, or meeting fees; reimbursements for attendance-related expenses only.
Performance Compensation
| Element | Amount | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (Non-Executive Directors) | $60,000 | Time-based service requirement | None (director compensation not linked to Company financial results) |
RSU awards for CNH under the Equity Incentive Plan vest based on service (time-based); fair value measured at grant date stock price adjusted for dividends not received during vesting.
Other Directorships & Interlocks
| Company | Relationship Type | Potential Interlock/Conflict Relevance |
|---|---|---|
| Whirlpool Corporation | Current public company directorship; committee roles | No direct competitive overlap with CNH; standard governance interlock; monitor procurement/supply touchpoints if any emerge. |
| The Sherwin-Williams Company | Prior public company directorship (2012–2022) | Historic role; no current interlock. |
| Federal Reserve Bank of Cleveland; Cleveland Clinic; Cleveland Orchestra | Civic/non-profit directorships | Non-commercial roles; minimal conflict risk. |
Proxy disclosure indicates no related party transactions requiring disclosure since the beginning of 2024.
Expertise & Qualifications
- Financial expertise: Former public company CFO; Audit Committee financial expert designation by CNH’s Board.
- Operational and manufacturing leadership: COO; President of North American Tires; CEO experience in global industrials.
- Education: Undergraduate degree from John Carroll University.
Equity Ownership
- Director stock ownership guidelines: Non-Executive Directors expected to own at least one times annual retainer ($125,000) within 24 months of first appointment and hold shares while on the Board plus three months post-service.
- Beneficial ownership amounts for Mr. Kramer were not disclosed in the materials reviewed; Section 16 reporting applies beginning 2025 as CNH became a U.S. domestic issuer.
Governance Assessment
- Strengths: Independent status, multi-committee engagement (Audit, HCCC, Governance & Sustainability), and Audit Committee financial expert designation enhance oversight credibility; re-appointment in 2025 reflects shareholder and Board confidence.
- Watch items: CNH disclosed material weaknesses in internal controls in 2023 and 2024; continued remediation will test Audit Committee effectiveness and director engagement; investors should monitor progress disclosures in future SEC filings.
- Conflicts: Proxy indicates no related party transactions since 2024; Kramer’s prior executive role at Goodyear (a potential supplier to CNH’s brands) ended Jan 2024, reducing conflict risk; continue surveillance for any procurement relationships.
- Signals: AGM approvals (dividend $0.25/share; Equity Incentive Plan) and director slate re-appointments support governance continuity; oversight responsibility includes cybersecurity and ERM per Audit Committee charter references.