Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2024

CNH INDUSTRIAL N.V.

(Exact name of registrant as specified in its charter)

Netherlands

001-36085

N/A

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom				N/A
(Address of principal executive offices)				(Zip Code)

+44 2079 251964

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value €0.01	CNHI	New York Stock Exchange
3.850% Notes due 2027	CNHI27	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2024, CNH Industrial N.V. (the “Company”) announced that it is reducing the size of and realigning its senior leadership team. As part of this realignment, the Company announced that Kevin Barr resigned as Chief Human Resources Officer effective as of January 9, 2024, but will remain with the Company as a senior leadership advisor through December 31, 2024 (“Term Date”), unless terminated earlier. Mr. Barr will report directly to the Company’s Chief Executive Officer. Mr. Barr and the Company have also agreed to amend Mr. Barr’s employment agreement, effective as of January 9, 2024, to provide, among other things, that Mr. Barr’s eligibility for any bonuses for fiscal 2024 will be at the discretion of the Company’s Chief Executive Officer; that Mr. Barr will not be eligible to receive any long-term incentive awards or equity awards after April 30, 2023; and any performance share units or restricted stock units which vest prior to or on April 30, 2025 will vest subject to the payment schedule in the applicable award agreement and/or plan document if Mr. Barr remains employed with the Company through the Term Date or is terminated by the Company before the Term Date without Cause (as defined in Mr. Barr’s employment agreement). Mr. Barr’s amended employment agreement also provides that he will be eligible to receive his base salary through December 31, 2024 if he experiences a Qualifying Termination (as defined in Mr. Barr’s employment agreement) other than in connection with a Change of Control (as defined in Mr. Barr’s employment agreement) prior to December 31, 2024. The foregoing summary of Mr. Barr’s amended employment agreement is qualified in its entirety by reference to the Amendment to Mr. Barr’s Employment Agreement, a copy of which is included as Exhibit 10.1 hereto and incorporated by reference.

Upon Mr. Barr’s resignation, Ms. Kelly Manley has been appointed as the Company’s Chief Human Resources Officer effective January 9, 2024. Ms. Manley, age 49, first joined CNH in 2021 as Chief Diversity & Inclusion, Sustainability and Transformation Officer becoming a member of the Company’s Global Leadership Team. has more than 20 years of experience in people development, organizational design and employee engagement across a range of industries including manufacturing, non-profit, technology and public relations, much of which she gained through roles of increasing responsibility with Fiat Chrysler Automobiles (FCA), now Stellantis. She joined CNH Industrial in 2021 as Chief Diversity & Inclusion, Sustainability and Transformation Officer. Prior to joining CNH Industrial, Ms. Manley served as Vice President of Global Talent, Leadership & Learning, where she drove the talent strategy across the then Fiat Chrysler Automobiles (FCA) group and led a number of organizational transformations which included acting as the Talent Executive Lead for the most recent merger of FCA and PSA, forming Stellantis. Her past global HR leadership roles within the former FCA organization include Diversity & Inclusion, Talent Management, Talent Acquisition, HR Systems and Shared Services, and lead HR Business Partner roles in the Industrial, Commercial and Corporate Staffs areas. No stranger to corporate transformation, Ms. Manley joined the then DaimlerChrysler in 2005 and led the international human resources responsibilities in the separation of the two companies. Ms. Manley holds a master’s degree in Industrial-Organizational Psychology from the University of Detroit Mercy and a bachelor’s degree in Psychology from William Tyndale College, both in the United States. She has received accreditations from Thunderbird and the Gestalt Institute’s International Organization Systems Program. Ms. Manley is a certified executive coach through the Institute for Professional Excellence in Coaching (iPEC).

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 10.1		Amendment to Kevin Barr Employment Agreement

Exhibit 99.1		Press release, January 9, 2024, titled: “CNH streamlines Senior Leadership structure”

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		CNH INDUSTRIAL N.V.

	By:	/s/ Roberto Russo
	Name:	Roberto Russo
	Title:	Chief Legal and Compliance Officer

Date: January 12, 2024

Exhibit 10.1

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Kevin Barr

[Address on file with CNH Industrial America LLC]

Subject: Amendments to Kevin Barr’s Employment Agreement

Dear Kevin,

The purpose of this letter agreement is to amend the terms of your Senior Leadership Team Employment Agreement with CNH Industrial America LLC (the “Company”) dated March 17, 2021 (“Employment Agreement”). This letter agreement and the amendments in it will be effective as of January 9, 2024 (“Commencement Date”).

The parties agree that the Employment Agreement is amended on the Commencement Date as follows:

The Company and you have agreed that you will remain employed until December 31, 2024 (“Term Date”). As a result, Section 1 of the Employment Agreement will be revised as follows to reflect that the Employment Agreement will end no later than the Term Date, subject to your employment being terminated earlier for other reasons or the parties agreeing to extend this date:

This Agreement is intended to provide payments and benefits to the Executive as a member of the Global Leadership Team (the “GLT”) of the Company and its affiliates (the “CNH Industrial Group”), under the terms set forth. This Agreement will become effective as of the Effective Date and will remain in effect ~~until the termination of Executive’s employment~~, unless terminated earlier, until December 31, 2024; provided that Sections 6, 7, 8, 9, 10, 11, 13 and 14 will survive the termination of this Agreement and the Executive’s employment hereunder. The parties understand and agree that this Agreement does not alter the at-will status of the Executive’s employment and that either party will have the

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right to terminate the Executive’s employment at any time subject to the provisions below. In the event that Executive is still employed as of December 31, 2024, this Agreement and his employment shall automatically terminate on that date, unless the parties mutually agree in writing to extend this date.

The Company and you have agreed that on the Commencement Date you will no longer be the Chief Human Resources Officer, but instead will serve as Senior Advisor. As a result, Section 2 of the Employment Agreement will be revised as follows on the Commencement Date:

The Company agrees to employ the Executive, and the Executive agrees to serve, as ~~the Chief Human Resources Officer of the Company~~, Senior Advisor with such duties, responsibilities and authority, as customary for such position and as may be determined from time to time by the Chief Executive Officer of CNH Industrial N.V. (the “CEO”), who may change, expand or limit such duties, responsibilities and authority. These duties, responsibilities and authority may extend to services with other members of the CNH Industrial Group. The Executive will devote best efforts and full business time and attention to the business and affairs of the Company and its affiliates; provided that the Executive may, subject to the prior approval of the CEO, serve on corporate, civic or charitable boards or committees, so long as such activities do not interfere in any material respect with the performance of the Executive’s responsibilities to the Company.

The parties have agreed that any bonuses after 2023 will be awarded at the discretion of Scott Wine and not based on the target as currently stated in the Employment Agreement. As such, the parties have agreed to add the following sentence to Section 3A of the Employment Agreement:

In 2024, Executive shall no longer be eligible for the above bonus based on the Annual Bonus Target but instead will be eligible for a bonus at the discretion of the CEO. Any such discretionary bonus shall be awarded and paid no later than March 15, 2025. Thereafter, Executive shall not be eligible for any bonuses.

The parties have agreed that you shall no longer be eligible for any long-term incentive awards after April 30, 2023. As such, the parties have agreed to add the following sentence to the end of section 3(C)(i)(i) of the Employment Agreement:

The Executive shall no longer be eligible for any long-term incentive awards after April 30, 2023.

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The parties have agreed that any performance share units or restricted share units which vest prior to or on April 30, 2025 will vest subject to the payment schedule in the applicable award agreement and/or plan document if you remain employed through the Term Date or are terminated before the Term Date without Cause and that you will not be awarded any equity after April 30, 2023. Any performance share units or restricted share units which vest after April 30, 2025 will be forfeited. As such, Section 3C of the Employment Agreement is amended to include the following:

(i)(4) Vesting of RSUs and PSUs. As of the Commencement Date, any unvested RSUs and PSUs will continue to vest until Executive’s employment ends. Executive acknowledges that he is not eligible for and will not receive any long-term incentive awards, including but not limited to RSUs and PRSUs, after January 9, 2024. If: (i) Executive’s employment ends as a result of a termination by the Company for any reason other than for Cause prior to December 31, 2024 or Executive’s employment ends on December 31, 2024 (other than due to a termination for Cause), and (ii) Executive timely signs and does not revoke the Release referenced in paragraph 7, the Company agrees for all unvested RSUs and PSUs which are scheduled to vest on or before April 30, 2025, Executive will be deemed to be an employee of the Company on the settlement date set forth in the applicable award agreement solely for purposes of determining Executive’s right to vest~~ing~~ in such RSUs and PSUs. Any payments for such RSUs and PSUs will be made in accordance with the terms of Executive’s award agreements and the plan at the same time such payments would have been made had Executive continued in active employment with the Company through the settlement date. For avoidance of doubt, RSUs and PSUs will not be forfeited if Executive is terminated by the Company for any reason other than for Cause prior to December 31, 2024.

The parties have agreed that in the event you are terminated without Cause prior to the Term Date you shall be eligible for severance through the Term Date. As a result, Section 6(B) of the Employment Agreement is amended as follows:

Termination Other than in Connection with a Change of Control. If during the Executive’s service on the GLT, the Executive experiences a Qualifying Termination, other than in connection with a Change of Control under Section 6.C, the Executive will be entitled to receive cash

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severance equal to two (2) times the Executive’s Covered Compensation (the “Termination Severance”). Subject in each case to the effectiveness of a Release and the other terms of Section 7, the Severance will be paid in equal installments over twenty-four (24) months through the Company’s regular payroll in the same manner and at the same frequency as the Executive was paid immediately prior to the Termination Date. The Executive will also be entitled to receive the Severance if, in circumstances not involving a Change of Control, within one year after the Executive’s GLT service ends (other than as a result of a voluntary resignation from GLT), the Executive’s employment terminates for reasons that would have otherwise constituted a Qualifying Termination If prior to December 31, 2024, Executive experiences a Qualifying Termination, other than in connection with a Change of Control under Section 6.C, the Executive will be entitled to receive his salary through December 31, 2024 (“Early Termination Severance” and, collectively with the Termination Severance, “the Severance”). Subject in each case to the effectiveness of a Release and the other terms of Section 7, the Early Termination Severance will be paid in equal installments over the period of time between the Termination Date and December 31, 2024 through the Company’s regular payroll in the same manner and at the same frequency as the Executive was paid immediately prior to the Termination Date. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, then the Company shall begin paying the severance starting in the second of such calendar years, regardless of the date the Executive actually delivers the executed Release to the Company.

The Employment Agreement will continue in full force and effect in all other respects including but not limited to the executive vehicle program and eligibility for the Retiree Medical Plan.

In exchange for the additional benefits provided in this letter agreement, you hereby agree to and do release the Company and any of its past or present owners, parents, affiliates, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors, and with respect to each such entity, all of its past and present subsidiaries, employees, officers, directors, stockholders, owners, members, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs) (collectively, the “Released Parties”) and covenant not to sue the Released Parties with respect to, any and all claims you have against the Released Parties. This release applies both to claims which are now known

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or are later discovered. However, this release does not apply to any claims that may arise after the date you execute this letter agreement. Nor does this release apply to any claims which may not be released under applicable law. The claims released include, but are not limited to: (1) claims based on breach of contract (express or implied), tort, personal injury, misrepresentation, defamation, wrongful discharge, harassment, discrimination, retaliation, failure to accommodate, terms and conditions of employment, invasion of privacy, or any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 U.S.C. §3730; (2) claims arising out of or relating in any way to your employment with the Company or the conclusion of that employment or any actions or inactions of the Released Parties relating to you in any way; (3) claims for wages, bonuses, commissions, additional compensation, payments or benefits, including but not limited to under any bonus, commission, pay or incentive plans or fringe benefit programs or related policies or practices, to the extent allowed under the law; and (4) claims arising under any other federal, state or local law, regulation, ordinance or order that regulates the employment relationship and/or employee benefits, including claims arising under the Age Discrimination in Employment Act as amended (29 U.S.C. Section 621 et seq.).

Nothing contained in this letter agreement limits your ability to truthfully cooperate with or report any allegations of unlawful conduct to any government official or federal, state or local administrative agencies (collectively “Governmental Agencies”) or to otherwise disclose unlawful employment practices. Notwithstanding the above, you understand and agree that this paragraph does not limit the scope of the waiver and release in this letter agreement and that you are waiving any right to reinstatement or to recover back pay, front pay, compensatory, liquidated or punitive damages or attorneys’ fees which you, or any Governmental Agencies on your behalf, might obtain as the result of you or anyone filing such a charge related to any matter covered by this letter agreement.

You are hereby being offered twenty-one (21) calendar days following the date you received this letter agreement to consider this letter agreement. You are hereby advised in writing to consult with an attorney before signing this letter agreement and have done so or have had the opportunity to do so. You acknowledge that you have read this letter agreement and fully understand its terms. You have entered into this letter agreement knowingly and voluntarily and understand that its terms are binding on you.

In entering into this letter agreement, you acknowledge that you have not relied on any verbal or written representations by any Company representative other than those explicitly set forth in this letter agreement and the Employment Agreement

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You understand that you have a period of seven calendar days following the date you deliver a signed copy of this letter agreement to the Company’s Head of Internal Audit to revoke this letter agreement by giving written notice to Richard Miller. This letter agreement will be binding and effective upon the expiration of this seven-day period if you do not revoke the letter agreement, but not before that time.

You further agree that in exchange for the promises in this letter agreement you must sign and not revoke a release agreement in a form satisfactory to the Company in its reasonable discretion (“Release”). The Release will be provided to you by no later than January 15, 2024. If you do not sign this Release and/or revoke it within the time periods set forth in the Release, this letter agreement will not become effective.


Kevin Barr				Scott W. Wine

/s/ Kevin Barr				/s/ Scott W. Wine
Senior Advisor				Chief Executive Officer

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CNH Industrial N.V.

Cranes Farm Road

Basildon, Essex, SS14 3AD

United Kingdom

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Exhibit 99.1

CNH streamlines Senior Leadership structure

Basildon, January 9, 2024

CNH announces a streamlining of its leadership structure.

Effective immediately, the Company is reducing the size of and realigning the Senior Leadership Team (SLT) which will henceforth be known as the Global Leadership Team (GLT). The GLT is the Company’s operational decision-making body responsible for driving the performance of the Company’s businesses and executing strategic priorities, serving customers around the world and providing leadership to our ~40,000 employees. This leaner structure is designed to deliver focused and accountable leadership, prioritizing the Company’s Business Segments.

The GLT members and their corresponding areas of accountability are as follows:

Scott W. Wine, Chief Executive Officer

Oddone Incisa, Chief Financial Officer

Derek Neilson, President, Agriculture

Stefano Pampalone, President, Construction

Fritz Eichler, Chief Technology Officer

Marc Kermisch, Chief Digital and Information Officer

Scott Moran, Chief Quality and Business System Officer

Tom Verbaeten, Chief Supply Chain Officer

Kelly Manley, Chief Human Resources Officer

Kevin Barr, Senior Leadership Advisor

Roberto Russo, Chief Legal and Compliance Officer

Regional and support function leaders will now report directly into the GLT-led organizations to ensure rapid and improved customer-centric decision making. These diverse and experienced leaders will remain posted at key company sites across the globe, furthering the delivery of our strategic priorities. The elevation of Fritz Eichler to Chief Technology Officer is specifically designed to provide singular focus and leadership on the development, execution, and integration of our iron and technology platforms.

“We are confident this enhanced leadership structure will better support our customers while augmenting operational efficiency and execution. With heightened focus, this GLT will accelerate delivery of our strategic priorities and drive increased value for our shareholders,” said Scott W. Wine, CEO at CNH. “This transition and all our strategic activities have the common goal of ensuring a bright future for CNH.”

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CNH Industrial (NYSE: CNHI) is a world-class equipment and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland Agriculture supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Hemisphere, a leading designer and manufacturer of high-precision satellite-based positioning, and heading technologies; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; Kongskilde, providing tillage, seeding and hay & forage implements; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions.

Across a history spanning over two centuries, CNH has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH’s 40,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world.

For more information and the latest financial and sustainability reports visit: cnh.com

For news from CNH and its Brands visit: media.cnhindustrial.com

Contacts:

Media Relations

Email: mediarelations@cnhind.com

Investor Relations

Email: investor.relations@cnhind.com

Document and Entity Information	Jan. 09, 2024
Document And Entity Information [Line Items]
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0001567094
Document Type	8-K
Document Period End Date	Jan. 09, 2024
Entity Registrant Name	CNH INDUSTRIAL N.V.
Entity Incorporation State Country Code	P7
Entity File Number	001-36085
Entity Address, Address Line One	Cranes Farm Road
Entity Address, Address Line Two	Basildon
Entity Address, City or Town	Essex
Entity Address, Postal Zip Code	SS14 3AD
Entity Address, Country	GB
City Area Code	2079
Local Phone Number	251964
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Shares, par value €0.01
Trading Symbol	CNHI
Security Exchange Name	NYSE
A 3.850 Notes Due 2027 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.850% Notes due 2027
Trading Symbol	CNHI27
Security Exchange Name	NYSE