Stefano Pampalone
About Stefano Pampalone
Stefano Pampalone serves as Chief Agriculture Commercial Officer at CNH; he transitioned from President, Construction effective August 1, 2024, with his target bonus reduced from 100% to 80% and base salary increased to CHF 564,271 to align with market for the new role . He is based in Lugano, Switzerland and receives tax equalization to Swiss taxes and a CHF 30,000 annual housing allowance tied to his 2012 transfer from Italy, indicating long-standing senior leadership within CNH . As of February 28, 2025, he beneficially owned 417,383.596 CNH common shares; this equates to approximately 0.033% of outstanding shares based on 1,248,043,843 shares outstanding, supporting alignment but not control . His incentive pay is tied to company-wide metrics including Adjusted EBIT margin, revenues at constant currency, cash conversion, CO2 emissions, accident frequency, and multi-year PSU metrics of cumulative adjusted EPS and average Industrial ROIC with a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNH | Chief Agriculture Commercial Officer | Aug 1, 2024–present | Compensation aligned to external market; bonus target reduced to 80% of base |
| CNH | President, Construction | Through Aug 1, 2024 | Role transition to Agriculture leadership; legacy benefits reflect prior relocation to Lugano (2012) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $524,056 | $570,791 | $587,987 |
| Target Bonus (% of base) | Not disclosed | Not disclosed | Weighted 91.24% (changed from 100% to 80% on Aug 1, 2024) |
| Eligible Earnings (local currency) | Not disclosed | Not disclosed | CHF 536,988 |
| 2024 Earned Cash Incentive (local currency) | — | — | CHF 192,300 |
2024 “All Other Compensation” breakdown (USD):
| Component | Amount |
|---|---|
| Car (including allowances and related tax gross-ups per Swiss/Italy car policies) | $148,187 |
| Benefit Allowances (including housing allowance) | $34,086 |
| Tax Equalization (equalized to Switzerland taxes) | $25,488 |
| Defined Contribution Savings Plan Company Contributions | $186,882 |
| Total “All Other Compensation” | $394,643 |
Key policies and practices:
- Stock options: CNH does not currently grant options/SARs .
- Clawback: SEC-compliant Compensation Recovery Policy effective Nov 2, 2023 .
- Hedging/pledging: Prohibited, including margin accounts and pledging CNH stock .
Performance Compensation
Company Bonus Plan (CBP) metrics and outcomes (2024):
| Metric | Weight | Threshold | Target | Max | Actual | Actual vs Target | Weighted CPF Contribution |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBIT Margin % (hurdle) | Hurdle | 8.8% | N/A | N/A | 9.5% | Exceeded | N/A |
| Consolidated Adjusted EBIT Margin % | 40% | 10.9% | 12.5% | 15.6% | 9.5% | 76.0% | 0.0% |
| Consolidated Revenues @ CC ($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 % (vs 2018 baseline) | 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% (downward discretion applied) |
| Company Performance Factor (CPF) | 100% | 30% | 100% | 200% | — | — | 31.4% |
Long-Term Incentive Plan (LTIP) design and 2024 grants:
| Element | Design | 2024 Grants (Shares) | Grant-date Fair Value (USD) |
|---|---|---|---|
| PSUs | 50% Cumulative Adjusted EPS; 50% Avg Industrial ROIC; +/-25% Relative TSR multiplier; payout 30–200% | 66,676 target PSUs | $666,093 |
| RSUs | Service-based; 3-year cliff vest (settled in CNH common stock) | 32,841 RSUs | $301,809 |
| Total 2024 Stock Awards | PSU + RSU | 99,517 total shares | $967,902 |
Vesting schedules and realized value:
- RSU vest dates: May 20, 2022 grant vests April 30, 2025; May 10, 2023 grant vests April 30, 2026; May 10, 2024 grant vests May 10, 2027 .
- 2021–2023 PSU payout factor: 183.3%; Pampalone acquired 440,158 shares on 2/28/2024 (FMV $11.910) and 28,377 RSUs on 4/30/2024 (FMV $11.400); all NEOs sold shares to cover tax withholding .
Multi-Year Compensation (SCT reported)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $524,056 | $570,791 | $587,987 |
| Stock Awards | $1,010,805 | $1,041,122 | $967,902 |
| Non-Equity Incentive Plan Compensation | $688,086 | $543,630 | $211,530 |
| Change in Pension Value and NQDC Earnings | — | — | — |
| All Other Compensation | $240,749 | $252,470 | $394,644 |
| Total | $2,463,696 | $2,408,013 | $2,162,063 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 417,383.596 CNH common shares (beneficially owned and held) |
| Ownership as % of outstanding | ~0.033% (417,383.596 / 1,248,043,843) |
| Unvested RSUs (12/31/2024) | 83,436 units; market value $909,834 |
| Unearned PSUs (12/31/2024) | 168,681 units; market/payout value $1,839,089 |
| Share ownership guidelines | 3x base salary for NEOs; hold 50% of net shares until requirement met; all NEOs compliant or on track by end-2024 |
| Hedging/pledging | Prohibited; no margin accounts or pledging CNH shares |
Employment Terms
| Provision | Terms |
|---|---|
| Country of agreement | Swiss employment agreement |
| Restrictive covenants | One-year non-compete and non-solicitation |
| Severance (Swiss Salaried policy) | Involuntary termination without cause: 12 months base pay severance + 3 months notice + 2 months seniority indemnity = 17 months base pay |
| Other termination cases | Cause/resignation: no payment; Retirement/Death: 2 months seniority separation; Disability: termination after 6 months’ absence + 3 months’ notice + 2 months seniority separation |
| Potential payments upon Change in Control (CIC) with qualifying termination (USD) | Salary $1,089,976; LTI $2,748,923; Total $3,838,899 |
| Potential payments upon qualifying termination (other than CIC) (USD) | Salary $622,843; Total $622,843 |
| Equity treatment on CIC | Double-trigger equity treatment (CIC + qualifying termination) |
| Clawback policy | SEC-compliant; 3-year lookback on incentive comp tied to financial reporting measures |
Compensation Structure Analysis
- Pay mix and year-over-year shifts: 2024 stock awards decreased vs 2023 ($967,902 vs $1,041,122), cash bonus fell sharply with a 31.4% CPF ($211,530 vs $543,630 in 2023), while base salary rose modestly to $587,987 reflecting the role change .
- Incentive rigor: 2024 CBP failed the core profitability and cash conversion targets, materially compressing payouts; sustainability and safety metrics exceeded targets but have smaller weight, limiting overall CPF uplift to 31.4% .
- LTIP alignment: PSUs focus on cumulative adjusted EPS and average Industrial ROIC, with relative TSR modifier; recent vesting history shows high payout from 2021–2023 PSUs (183.3%), but the 2022–2024 PSU plan paid closer to 59.9% of target, indicating variability tied to through-cycle performance .
Investment Implications
- Alignment and retention: Strong structural alignment via PSUs/RSUs, stringent ownership guidelines, clawback, and anti-pledging/hedging; severance protection of 17 months base pay and meaningful CIC equity acceleration lower near-term retention risk .
- Selling pressure: Mechanical selling around vest dates is likely to cover tax withholding (as in 2024 vestings); upcoming RSU cliffs (2025/2026/2027) may create predictable liquidity windows but are not discretionary sales .
- Performance sensitivity: Bonus outcomes are highly levered to profitability and cash conversion; in a downcycle, fixed pay rises modestly while at-risk pay compresses, limiting cash incentive realizations—watch 2025 recovery of EBIT margin and cash conversion for upside to CBP .
- Ownership scale: Pampalone’s ownership is aligned but small relative to float (~0.033%), reducing personal trading signal significance; compensation is primarily PSU/RSU-driven, focusing incentives on multi-year EPS/ROIC/TSR .