Vagn Sørensen
About Vagn Sørensen
Independent non-executive director of CNH since 2020; age 65; appointed Senior Non-Executive Director (lead independent equivalent) responsible for the proper functioning of the Board and its committees. He is designated independent under NYSE, SEC Rule 10A-3, and the Dutch Corporate Governance Code, and serves as an Audit Committee financial expert. Education: M.Sc. in Economics and Business Administration, Aarhus Business School, Denmark. Primary background in aviation as Deputy CEO of Scandinavian Airlines and CEO of Austrian Airlines (2001–2006), followed by two decades in private equity (primarily EQT).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austrian Airlines | Chief Executive Officer | 2001–2006 | Led restructuring and operations; airline leadership credentials |
| Scandinavian Airlines | Deputy CEO (after 17-year career) | Not disclosed | Senior operating and finance/operations experience in aviation |
| EQT (Private Equity) | Senior adviser/executive (20+ years experience) | Not disclosed | Portfolio governance and value creation expertise |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Air Canada | Chairman | Public | Aviation governance; potential customer-experience insights |
| Zurich Cover-More | Chairman | Private | Insurance services; risk oversight experience |
| Big Bus Tours | Chairman | Private | Leisure/transport; operational oversight |
| Vakantie Discounter | Chairman | Private | Leisure/online travel; digital commerce exposure |
| Royal Caribbean Cruises | Independent Director | Public | Global cruise lines; maritime operations |
| Parques Reunidos | Director | Private | Leisure/theme parks; capex-heavy operations |
| SimCorp | Director | Public | Financial software; governance in SaaS |
| Food Delivery Brands | Director | Private | Consumer/logistics |
| Rock’n Soul Forever Foundation | Trustee | Non-profit | Civic engagement |
| Prior: FLSmidth, SSP Group, British Midland Airways, Scandic Hotels, Automic Software, Bureau van Dijk, KMD, Scandlines, Flying Tiger Copenhagen; Lufthansa Cargo (Supervisory Board), DFDS (Deputy Chair), Association of European Airlines (Chair), IATA (Board), TDC A/S (Chair) | Various Chair/Director | Public/Private | Broad industrial, telecom, software, and transport governance |
Board Governance
- Committee memberships: Audit Committee member; Governance & Sustainability Committee member; appointed Audit Committee financial expert.
- Role: Senior Non-Executive Director (lead independent function), overseeing Board and committee effectiveness.
- Independence: Determined independent under NYSE and Dutch Code.
- Attendance: Board met six times in 2024; all directors attended ≥75%; overall Board attendance 100%. Audit Committee met nine times (96% overall attendance); G&S Committee met four times (100% overall attendance).
- Hedging/pledging: Prohibited for insiders; no holding CNH equity in margin accounts or pledging as collateral.
- Related-party governance: Written policy; no related-party transactions requiring disclosure since the beginning of 2024.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees earned in cash | $150,000 | Annual director compensation, inclusive of committee retainers (actual cash paid) |
| RSU annual grant policy | $60,000 | Policy-level annual RSU value for non-executive directors |
Note: CNH’s non-executive director compensation structure includes an annual cash retainer ($125,000), additional retainers for Audit Committee members ($25,000) and other committee members ($20,000), and an annual RSU grant ($60,000). Directors receive no meeting fees or termination/perquisite benefits, with expense reimbursement only. Compensation is not tied to CNH financial results.
Performance Compensation
| Equity Award (2024) | Grant Date | Grant-Date Fair Value (USD) | Instrument | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | June 10, 2024 | $53,865 | RSU | RSUs granted to directors in June 2024 vest June 2025; grant price $9.73 |
- No performance metrics apply to non-executive director RSUs; awards are time-based only. CNH does not pay dividends or dividend equivalents on RSUs/PSUs.
- Clawbacks: No variable remuneration was clawed back for non-executive directors in 2024; clawbacks applied to former CEO’s 2023 bonus after an immaterial restatement.
Other Directorships & Interlocks
| Company | Relationship to CNH | Potential Interlock/Conflict |
|---|---|---|
| Air Canada, Royal Caribbean Cruises, Parques Reunidos, Big Bus Tours, Vakantie Discounter, SimCorp, Food Delivery Brands, Zurich Cover-More | Unrelated sectors (aviation, leisure, software, insurance) | No CNH-related party transactions disclosed in 2024; Audit Committee monitors conflicts per policy |
Compensation committee interlocks: None; HCC members were independent and had no Item 404 relationships.
Expertise & Qualifications
- Domain expertise: Aviation CEO/COO-level operations; private equity portfolio governance; cross-industry board leadership (industrials, telecom, software).
- Financial oversight: Audit Committee financial expert designation by the Board.
- Governance role: Senior Non-Executive Director; independence affirmed under NYSE and Dutch Code.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 27,000 common shares (<1%) |
| Options/PSUs/RSUs exercisable/settling within 60 days | None |
| Non-executive ownership guidelines | Hold ≥$125,000 of CNH shares within 24 months of appointment; hold shares while on Board and for three months post-service |
| Hedging/pledging policy | Prohibited for insiders (no margin accounts; no pledging CNH shares) |
Governance Assessment
- Board effectiveness: Sørensen’s Senior Non-Executive Director role and Audit Committee financial expert designation strengthen independent oversight of financial reporting, risk, and Board process; independence status and committee memberships support robust governance.
- Engagement: CNH reported 100% overall Board attendance in 2024; committees had high attendance, indicating active oversight amid market downcycle and leadership changes.
- Alignment: Non-executive compensation is modest, fixed, and equity includes time-based RSUs (no financial-performance linkage), consistent with supervisory roles; ownership guideline promotes skin-in-the-game.
- Conflicts and related-party exposure: No related-party transactions disclosed in 2024; insider trading, hedging, and pledging prohibitions reduce alignment risk.
- Workload risk: Multiple external chair/board roles across sectors may raise overboarding concerns; Dutch rules cap non-executive service on boards of other Dutch large companies at four, and CNH emphasizes ≥75% attendance, which was met in 2024 (overall 100% attendance). RED FLAG to monitor if future attendance or committee effectiveness deteriorates.
RED FLAGS
- Overboarding potential due to numerous chair/director roles; monitor attendance and committee effectiveness each year.
- No performance-based equity for NEDs; while typical, offers limited direct financial-performance alignment versus PSUs used for executives.
- Concentrated shareholder influence: EXOR’s ~45.3% voting power; while not specific to Sørensen, independent directors must ensure minority protections.