Suzanne Heywood
About Suzanne Heywood
Executive Chair and Executive Director of CNH; Director since 2016; age 56. Background: Chief Operating Officer at Exor (joined 2016), previously Senior Partner at McKinsey (1997–2016) co-leading the global organization design practice; earlier, UK Treasury (Private Secretary to the Financial Secretary; led privatization policy; supported ECOFIN negotiations). Education: BA in science (Oxford), PhD (Cambridge). 2024 company context: net income $1,259M; Adjusted diluted EPS $1.05; CNHI TSR index value 136 (2019=100); ~$1.3B returned via dividends/buybacks, amid downcycle and cost actions—key reference points for incentive alignment and execution risk under her Chair tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exor N.V. | Chief Operating Officer | 2016–present (joined 2016) | Operating leadership at CNH’s controlling shareholder; governance and portfolio oversight across industrial assets. |
| McKinsey & Company | Senior Partner (Director); Associate→Director | 1997–2016 | Co-led global organization design; strategy across sectors; authored “Reorg.” |
| HM Treasury (UK) | Civil Servant; Private Secretary to the Financial Secretary | Not disclosed | Led privatization policy; supported ECOFIN negotiations; public finance exposure. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iveco Group N.V. | Executive Director and Chair | Not disclosed | Governance and strategic oversight at former CNH spin-off; sector adjacency. |
| Shang Xia; Quartz Associates | Chair | Not disclosed | Brand stewardship; organizational advisory leadership. |
| Louboutin; The Economist; Clarivate Plc | Non-Executive Director | Not disclosed | Cross-industry board insights (consumer, media, information services). |
Fixed Compensation (Chair)
| Element | 2024 Terms | Notes |
|---|---|---|
| Base Salary (cash) | $500,000 | Fixed; 25% of package. |
| Director Compensation – 2024 (reported) | Cash fees: $500,000; Stock awards (grant-date FV): $1,384,140; All other comp: $1,425,433; Total: $3,309,573 | All other comp detail: car service $185,525; executive health $12,753; defined contributions $25,216; UK National Insurance $1,201,939. |
| Executive Directors Summary Remuneration (Chair) | 2024 Total Remuneration: $2,198,156; 2023: $3,751,764 | Mix includes multi-year equity accounting expense ($335,055 in 2024) and benefits. |
Performance Compensation (Chair)
| Component | Structure | Metrics/Weighting | Targets/Thresholds | Payout/Modifiers | Vesting/Holding |
|---|---|---|---|---|---|
| Long-Term Equity (target) | $1,750,000; 75% PSUs / 25% RSUs | PSUs: 50% Cumulative Adjusted Diluted EPS; 50% Average Industrial ROIC; TSR ±25% multiplier | 2024–2026 plan targets (illustrative): EPS Target $3.19; Threshold $1.91; ROIC Target 10.5%; Threshold 6.6% | 30%–200% of target; TSR multiplier 0.75x–1.25x | 3-year performance; 5-year holding period from grant for Chair; RSUs vest at end of cycle; PSUs vest at end based on achievement. |
PSU/RSU grant details and vesting schedule (Chair):
| Award | Performance Period | Award Date | Vest Date | Units | Holding Period End |
|---|---|---|---|---|---|
| PSU | 2024–2026 | 11/15/2024 | 2/28/2027 | 114,930 | 11/15/2029 |
| RSU | 2024–2026 | 5/10/2024 | 5/10/2027 | 38,310 | 5/10/2029 |
| PSU | 2023–2025 | 5/10/2023 | 2/28/2026 | 79,125 | 5/10/2028 |
| RSU | 2023–2025 | 5/10/2023 | 4/30/2026 | 26,375 | 5/10/2028 |
| PSU | 2022–2024 | 5/20/2022 | 2/28/2025 | 78,300 | 5/20/2027 |
| RSU | 2022–2024 | 5/20/2022 | 4/30/2025 | 26,100 | 5/20/2027 |
| PSU | 2021–2023 | 12/14/2020 | 2/28/2024 | 354,516 | 12/14/2025 |
| RSU | 2021–2023 | 12/14/2020 | 4/30/2024 | 39,391 | 12/14/2025 |
Notes:
- Company LTIP constructs (eligibility includes executive directors) allow payouts 30%–200%; TSR-based multiplier; negative/positive discretion may be applied; no dividends on PSUs/RSUs during vest.
- Company does not currently grant options or SARs (reduces repricing risk).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 551,858 CNH common shares; <1% of outstanding. |
| Shares acquirable within 60 days | None disclosed for the Chair in the table. |
| Ownership guidelines (Chair) | 5× base salary within 5 years; requirement already met. |
| Pledging/Hedging | Prohibited for insiders (no margin, no pledges, no hedging instruments). |
| Director stock grants | Annual RSU grants to directors (non-exec) are $60,000; Chair has separate executive structure (equity heavy with 5-year hold). |
| Related party transactions | None requiring disclosure since start of 2024. |
Vesting pipeline and potential selling pressure:
- Near-term vest events include 2022–2024 PSUs (2/28/2025) and RSUs (4/30/2025), plus 2023–2025 cycle in 2026 and 2024–2026 in 2027; a portion of vested shares may be sold to cover tax withholding per policy, but 5-year holding requirements for the Chair mitigate discretionary selling.
Employment Terms (Chair)
| Term | Key Provisions |
|---|---|
| Contract form | Executive Director (Chair) with managerial role distinct from non-exec directors. |
| Severance | No cash severance benefit stated for the Chair role. |
| Post-employment benefits | Retirement savings comparable to UK-based salaried employees. |
| Other benefits | Limited personal usage of car service for security; business aircraft access; no personal aircraft usage in 2024. |
| Equity plan mechanics | Company EIP/LTIP include double-trigger change-in-control vesting; acceleration/payment rules as specified; 10-year plan term; clawback aligned with SEC/NYSE standards. |
| Clawback policy | Applies to incentive comp predicated on financials for all current/former executive officers; 3-year lookback. |
Board Governance (service history, committees, independence)
- Board service: CNH Director since 2016; Executive Chair and Executive Director (not independent).
- Leadership structure: CEO (Gerrit Marx) and Executive Chair roles separated; Senior Non‑Executive Director (Vagn Sørensen) designated to ensure independent board functioning.
- Committee memberships: Committees comprised of non-executive independent directors. Audit: Chair Karen Linehan; members Richard Kramer, Vagn Sørensen, Åsa Tamsons. Human Capital & Compensation: Chair Elizabeth Bastoni; members Howard W. Buffett, Richard Kramer. Governance & Sustainability: Chair Howard W. Buffett; members Elizabeth Bastoni, Vagn Sørensen.
- Board size/attendance: One-tier board; nine directors; six meetings in 2024; overall attendance 100%.
- Independence mix: Six directors (67%) independent per NYSE, Rule 10A-3, and Dutch Code.
Director Compensation (Chair vs. standard directors)
| Role | Cash Retainer | Committee Fees | Equity | Notes |
|---|---|---|---|---|
| Non-Executive Director (standard) | $125,000 | Audit member $25k; Audit Chair $35k; other committee member $20k; other committee Chair $25k | Annual RSU $60,000 | Ownership guideline ≥1× annual retainer within 24 months. |
| Executive Chair (Suzanne Heywood) – 2024 actual | $500,000 | N/A | Stock awards $1,384,140 (grant-date FV) | All other comp $1,425,433; total $3,309,573. |
Performance & Track Record
| Metric | 2024 | Notes |
|---|---|---|
| Net Income (US GAAP, $M) | 1,259 | Downcycle management; inventory reductions; cost actions. |
| Adjusted Diluted EPS ($) | 1.05 | Company-selected performance measure in LTIP. |
| TSR index (2019=100) | 136 | Peer references in PvP; TSR used as PSU multiplier. |
| Capital return | ~$1.3B | Dividends and buybacks in 2024. |
Select compensation program outcomes informing pay-for-performance rigor:
- 2024 CBP company performance factor: 31.4%; resulted in reduced annual bonuses for NEOs; EBIT margin hurdle applied.
- 2022–2024 PSU payout: 59.9% after TSR multiplier (0.80x), reflecting below-target results vs goals.
Compensation Structure Analysis (alignment and risk)
- High equity weighting and five-year holding for Chair support long-term alignment; prohibition on hedging/pledging further aligns risk with shareholders.
- Program emphasizes profitability (EPS, ROIC) with a relative TSR modifier; cyclicality reflected in hurdle/targets; 2024 annual bonus paid at 31.4% of target—evidence of downside sensitivity.
- Company does not grant stock options currently, lowering repricing risk; clawback policy adopted per SEC/NYSE; immaterial restatement triggered CBP clawbacks for executives (not Chair).
- Peer group calibration updated in 2024 (added Honeywell, Johnson Controls, Philips; removed KION), targeting median revenue/market cap scope—helps manage pay inflation risk.
Say‑on‑Pay, Shareholder Feedback, and Overhang
- 2025 AGM includes annual Say‑on‑Pay (Board recommends FOR); A&R Equity Incentive Plan seeks to add 20M shares (total plan 70.25M). Burn rate 0.51% (2024); overhang 3.3% (2/28/2025).
- Major holders: EXOR 29.4% of common (45.3% voting incl. special voting shares), BlackRock 10.2%, Harris Associates 9.3%—governance dynamics to consider given controlling shareholder.
Risk Indicators & Red Flags
- Dual role: Executive Chair plus Exor COO (Exor is controlling shareholder) may raise independence optics; mitigants include separate CEO and a designated Senior Non‑Executive Director; board independence at 67%.
- Hedging/pledging prohibited; no related party transactions disclosed since 2024 start; no personal loans to directors; CBP clawbacks executed (executives) after immaterial restatement.
Investment Implications
- Alignment: Chair’s package is 75% equity with strict holding periods and performance-heavy PSUs (EPS/ROIC with TSR multiplier), plus anti-hedging/pledging—supportive for long-term alignment and discourages short-term selling; near-term vesting will likely be limited to tax-withholding sales, not discretionary divestment.
- Governance: Separation of Chair/CEO, a Senior Non‑Executive Director, and 67% independent board mitigate dual-role concerns amid controlling shareholder dynamics (Exor).
- Pay-for-performance: Below-target 2024 STIP payout (31.4%) and sub‑100% PSU payout (59.9% for 2022–2024) indicate measurement rigor through the cycle; continued reliance on EPS/ROIC and TSR maintains linkage to value creation but raises execution risk through downcycles.
- Supply/flow: Award vesting cadence (2025/2026/2027) and 5‑year holding reduce insider selling pressure signals; monitor Form 4s post‑January 1, 2025 (Section 16 applicability) for any deviations.