Roberto Russo
About Roberto Russo
Roberto Russo is CNH’s Chief Legal & Compliance Officer (NEO), frequently serving as the company signatory on SEC filings and corporate announcements . CNH’s pay-for-performance framework uses both annual and multi-year metrics; in 2024 the Company Performance Factor (CPF) for the bonus plan was 31.4%, driven by adjusted EBIT margin, revenues at constant currency, cash conversion, CO2 emissions, and accident frequency . Long-term incentives (PSUs) for 2022–2024 paid at 59.9% after a 0.80 TSR multiplier; the current 2024–2026 cycle uses EPS, RoIC, and relative TSR with payout range 0–200% .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Salary (USD) | $454,599 | Converted at average 2024 EUR/USD rates per proxy footnote |
| Salary (Local Currency) | €420,000 | Annual base rate for 2024 |
| All Other Compensation (USD) | $98,889 | Car benefit $4,834; defined contribution savings plan contributions $94,055 |
Performance Compensation
Annual Bonus (CBP)
| Item | 2024 |
|---|---|
| Eligible Earnings (Local) | €420,000 |
| Target Bonus (% of Eligible) | 75% |
| Earned Incentive (Local) | €108,800 |
| Company Performance Factor (CPF) | 31.4% |
Annual plan metrics and results:
| Metric | Weight | Threshold | Target | Max | Actual | Actual vs Target | Weighted CPF |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBIT Margin % | 40% | 10.9% | 12.5% | 15.6% | 9.5% | 76.0% | 0.0% |
| Revenues @ Constant Currency ($M) | 20% | 19,649 | 22,456 | 25,824 | 20,075 | 89.4% | 8.1% |
| Cash Conversion Ratio % | 20% | 59.5% | 70.0% | 105.0% | -29.9% | -42.7% | 0.0% |
| CO2 Emissions % | 10% | -33.8% | -35.6% | -40.9% | -37.9% | 106.5% | 14.3% |
| Accident Frequency Rate | 10% | 0.104 | 0.099 | 0.084 | 0.059 | 140.4% | 9.0% (discretion down-adjusted) |
| Total CPF | 100% | — | — | — | — | — | 31.4% |
Long-Term Incentives (LTIP structure and 2024 targets)
| Element | Target Mix | 2024 LTIP Target (USD) |
|---|---|---|
| PSUs (EPS, RoIC, TSR) | 67% | Included in total |
| RSUs | 33% | Included in total |
| Total LTIP Target | — | $909,199 |
Fiscal 2024 plan-based grants (shares and grant-date fair value):
| Award | Grant Date | Shares | Grant-Date FV (USD) |
|---|---|---|---|
| RSUs | 5/13/2024 | 28,575 | $262,604 |
| PSUs (Target) | 11/15/2024 | 58,016 | $579,580 |
PSU program design and recent results:
- 2022–2024 PSU payout: Final CPF 59.9% after 0.80 TSR multiplier based on below-median relative TSR across two peer sets .
- 2024–2026 PSU design: 50% cumulative adjusted diluted EPS; 50% average Industrial RoIC; TSR multiplier 0.75–1.25; both metrics must reach threshold for any payout .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 2/28/2025) | 182,791.483 common shares; less than 1% of outstanding |
| RSUs/PSUs exercisable/settling within 60 days | None indicated for Russo (column c blank) |
| Stock Ownership Guidelines | Other NEOs: 3x base salary; 5-year horizon; CEO 5x base; 50% net-hold on vest until compliant |
| Compliance | All NEOs complied or are progressing within 5-year window |
| Pledging/Hedging | Insider trading policy in place; no pledging disclosure for Russo; no stock options currently granted |
Vesting activity in 2024 (and tax cover):
| Vest Date | Shares Acquired | Value Realized (USD) | Notes |
|---|---|---|---|
| 2/28/2024 | 191,164 | $2,321,427 | PSUs from 2021–2023 paid at 183.3%; shares sold to cover tax withholding |
| 4/30/2024 | 21,763 | $268,526 | Final RSU installment; shares sold to cover tax withholding |
Outstanding equity at 12/31/2024:
| Award | Grant Date | Not Vested (#) | Market Value (USD) | Unearned PSUs (#) | Payout Value (USD) |
|---|---|---|---|---|---|
| RSUs | 5/20/2022 | 19,633 | $222,442 | — | — |
| RSUs | 5/10/2023 | 22,077 | $241,540 | — | — |
| RSUs | 5/10/2024 | 28,575 | $301,978 | — | — |
| PSUs | 5/20/2022 | — | — | 39,267 | $444,895 |
| PSUs | 5/10/2023 | — | — | 44,823 | $490,399 |
| PSUs | 11/15/2024 | — | — | 58,016 | $613,107 |
| Total | — | 70,285 | $765,959 | 142,106 | $1,548,401 |
Key vesting dates:
- RSUs vest 4/30/2025 (2022 cohort), 4/30/2026 (2023 cohort), 5/10/2027 (2024 cohort) .
- PSUs vest 2/28/2025 (2022 cohort), 2/28/2026 (2023 cohort), 2/28/2027 (2024 cohort); 2022/2023 trending at target as of 12/31/2024 .
Employment Terms
| Provision | Detail |
|---|---|
| Contract jurisdiction | Italy collective labor agreement for Dirigenti of CNH, Iveco & Stellantis |
| Restrictive covenants | Two-year non-compete and non-solicitation (no extra compensation) |
| Severance – involuntary termination (without cause) | 12 months of eligible pay for notice + 22 months indemnity (total 34 months) |
| Eligible pay definition (Italy) | Annual base salary + average last 3 years’ cash bonus + taxable car benefit value |
| Other termination outcomes | Cause: no payment; Resignation: no payment; Retirement: 22 months of eligible pay; Death due to illness: 12 months of eligible pay |
| Change-in-control (CIC) treatment | Double trigger: if not assumed, immediate vesting at target; if assumed and Qualifying Termination within 24 months, RSUs/PSUs vest at target within 60 days |
| Potential payments upon CIC + Qualifying Termination (as of 12/31/2024) | Salary $2,666,563; LTI acceleration $2,314,360; Total $4,980,923 |
| Potential payments upon Qualifying Termination (other than CIC) | Salary $2,666,563; Total $2,666,563 |
Compensation Structure Notes and Governance
- 2024 target direct compensation for Russo: base €420,000, target bonus €315,000, target equity €840,000; LTIP mix 67% PSUs / 33% RSUs .
- CNH does not currently grant stock options or SARs; equity vehicles are PSUs and RSUs with no dividend equivalents during vesting .
- Share ownership guidelines and a formal clawback policy (effective Nov 2, 2023) cover executives; a 2024 immaterial financial revision led to aggregate $281,000 clawbacks on 2023 CBP awards, with executive agreements in place .
- Compensation peer group and benchmarking overseen by the Human Capital & Compensation Committee, with consultant support; design emphasizes variable pay, challenging targets, and sustainability-linked metrics .
Risk Indicators & Red Flags
- Pledging/hedging: Insider trading policy governs transactions; no pledging disclosed for Russo; robust double-trigger CIC and clawback in place .
- Related party transactions: None requiring disclosure since start of 2024 .
- Option repricing: Not applicable; CNH does not grant stock options currently .
- Insider selling pressure: 2024 vesting involved share sales to cover tax withholding, not discretionary open-market selling .
Investment Implications
- Alignment: Russo’s pay is largely at-risk with LTIs tied to EPS, RoIC, and relative TSR; 2024 LTIP target $0.91M and bonus tied to CPF 31.4% indicate strong linkage to operating margins, growth, capital efficiency, and safety/ESG .
- Retention/transition risk: Italy contract provides 34 months of eligible pay on involuntary termination and double-trigger CIC vesting—supportive of retention but increases exit costs; potential CIC cash/LTI of ~$5.0M could be material in M&A .
- Near-term selling pressure: With multiple PSU/RSU tranches vesting in 2025–2027 and mandatory tax withholding sales at vest, mechanical supply may occur, but policy requires net share retention until guidelines are met, tempering net outflows .
- Governance quality: Formal clawback, no stock options, no related-party transactions, and clear ownership guidelines reduce governance risk; however, 2024 CBP results reflect margin/cash conversion pressure—bonus outcomes were modest (Russo €108.8K) .