CNH Industrial N.V.CNH
CNH Industrial N.V. Stock Compensation Disclosure
Share-Based Compensation
For the years ended December 31, 2025, 2024 and 2023 CNH recognized total share-based compensation expense of $25 million, $19 million and $99 million respectively. For the years ended December 31, 2025, 2024 and 2023, CNH recognized a total reduction to taxable income of $26 million, $29 million and $14 million, respectively, related to vesting of share-based compensation awards. Unrecognized share-based compensation costs will be recognized over a weighted-average period of 1.5 years.
CNH's equity awards are governed by the CNH Industrial N.V. Equity Incentive Plan ("CNH EIP") and CNH Industrial N.V. Directors' Compensation Plan ("CNH DCP").
At the AGM held on April 16, 2014, the Company's shareholders approved the adoption of the CNH EIP, an umbrella program defining the terms and conditions for any subsequent long-term incentive program. The CNH EIP allows grants of the following specific types of equity awards to any current or prospective executive director, officer, employee of, or service provider to, CNH: stock options, stock appreciation rights, restricted share units, restricted stock, performance shares or performance share units and other stock-based awards that are payable in cash, common shares or any combination thereof subject to the terms and conditions established by the Compensation Committee.
In February 2020, the Board of Directors approved the issuance of up to 50 million common shares under the CNH EIP. At the AGM on April 16, 2020, the Company's shareholders approved the issuance of up to 7 million common shares to executive directors under the 2021-2023 Long-Term Incentive Plan in accordance with and under the CNH EIP.
Performance Share Units ("PSU")
2023 - 2025 Long-Term Incentive Plans
The 2023, 2024, and 2025 Long-Term Incentive Plans feature a three-year vesting period, two internal financial metrics, and a financial multiplier. Additionally the two internal financial metrics and financial multiplier are calculated. However, differences between all plans exist in regards to the performance achievement threshold for both internal financial metrics.
In 2023, 2024 and 2025, CNH issued 2.8 million, 9.7 million, and 3.0 million PSUs, respectively. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted-average fair value of the awards that were issued in 2023, 2024 and 2025 was $12.29, $8.27 and $11.30 per share, respectively. The fair value of the award is measured on the grant date using a Monte Carlo simulation model.
The following table reflects the activity of PSUs under the Long-Term Incentive Plans during the year ended December 31, 2025:
| Year Ended December 31, 2025 | ||||||||||||||
Performance Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Nonvested at beginning of year | 6,801,539 | $ | 11.28 | |||||||||||
| Granted | 3,045,155 | $ | 11.30 | |||||||||||
| Forfeited/Cancelled | (1,828,112) | $ | 11.37 | |||||||||||
| Vested | (1,116,382) | $ | 13.98 | |||||||||||
| Nonvested at end of year | 6,902,200 | $ | 10.84 | |||||||||||
Restricted Share Units ("RSU")
2023 - 2025 Long-Term Incentive Plans
In 2023, 2024, and 2025, CNH issued approximately 2.1 million, 3.5 million and 3.0 million RSUs, respectively, to key executive officers and selected employees. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture. The weighted-average fair value of the awards that were issued in 2023, 2024, and 2025 were $11.87, $9.42 and $11.68 per share, respectively. The fair value of the award is measured using the CNH Industrial N.V. stock price on the grant date adjusted for the present value of future dividends that employees will not receive during the vesting period. The RSUs vest upon a time-based service requirement.
The following table reflects the activity of RSUs under the Long-Term Incentive Plans during the year ended December 31, 2025:
| Year Ended December 31, 2025 | ||||||||||||||
Restricted Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Nonvested at beginning of year | 6,204,373 | $ | 10.88 | |||||||||||
| Granted | 3,002,179 | $ | 11.68 | |||||||||||
| Forfeited | (822,397) | $ | 11.02 | |||||||||||
| Vested | (2,279,470) | $ | 11.94 | |||||||||||
| Nonvested at end of year | 6,104,685 | $ | 10.86 | |||||||||||
Additional Share-Based Compensation Information
The table below provides additional share-based compensation information for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Total intrinsic value of options exercised and shares vested | $ | 41 | $ | 203 | $ | 52 | ||||||||||||||
| Fair value of shares vested | $ | 43 | $ | 126 | $ | 14 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.