DEF 14A of Terex Corp
Filed Apr 5, 2024 · FY20230000097216-24-000085
OUR SUSTAINABILITY STRATEGY
One of our current directors, Mr. Hansen, is not standing for re-election and will be retiring from the Board when his current term expires at the Annual Meeting. Terex would like to thank Mr. Hansen for his guidance and valuable contributions during his years of dedicated service on the Board. At the Annual Meeting, eight (8) directors of the Company are to be elected to hold office until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Each director shall be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present online or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, the proxies received by the Company will be voted FOR the election of the eight (8) nominees listed below, all of whom are presently members of the Board. Each nominee has consented to being named in this Proxy Statement and to serve as a director if elected. However, should any of the nominees for director decline or become unable to serve if elected, it is intended that the Board will vote for the election of such other person as director as it shall designate. The Company has no reason to believe that any nominee will decline or be unable to serve if elected. In the event of an uncontested election, as is the case this year, any nominee for director who is a current director and receives less than a majority of the votes cast online or by proxy at the Annual Meeting shall offer to resign from the Board. While the Board does not believe that in each such case a director should necessarily leave the Board, this presents an opportunity for the Board, through its Governance, Nominating and Corporate Responsibility Committee, to consider the resignation offer. The information set forth below has been furnished to the Company by the nominees and sets forth for each nominee, as of March 24, 2024, such nominee’s name, business experience for at least the past five years, other directorships held and age. There is no family relationship between any nominee and any other nominee or executive officer of the Company. For information regarding the beneficial ownership of the Common Stock by the current directors of the Company, see “Security Ownership of Certain Beneficial Owners and Management.” The Governance, Nominating and Corporate Responsibility Committee of the Board has nominated each of the following individuals based on various criteria, including, among others, a desire to maintain a balanced experience and knowledge base within the Board, the nominees’ personal integrity, independence, diversity, experience, sound judgment and willingness to devote necessary time and attention to properly discharge the duties of director, and the ability of the nominees to make positive contributions to the leadership and governance of the Company. All the nominees except for Messrs. Meester and Salami have been directors since last year’s annual meeting. Mr. Salami, who joined the Board in August 2023, was recommended by a third-party search firm that the Governance, Nominating and Corporate Responsibility Committee retained to identify suitable director candidates. Mr. Meester joined the Board on January 1, 2024, the effective date of his new role as President and Chief Executive Officer.
OUR SUSTAINABILITY STRATEGY
*Mr. Hansen is not standing for re-election
OUR SUSTAINABILITY STRATEGY
| Director Compensation |
OUR SUSTAINABILITY STRATEGY
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compens-ation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compen-sation ($)(3) | Total ($) | | Paula H. J. Cholmondeley | $305,000(4) | $0 | $0 | $0 | $0 | $0 | $305,000 | | Donald DeFosset | $65,000(4) | $240,000 | $0 | $0 | $0 | $0 | $305,000 | | Thomas J. Hansen | $260,000 | $0 | $0 | $0 | $0 | $0 | $260,000 | | Sandie O’Connor | $20,000 | $240,000 | $0 | $0 | $0 | $0 | $260,000 | | Christopher Rossi | $40,000(4) | $240,000 | $0 | $0 | $0 | $0 | $280,000 | | Andra Rush | $260,000 | $0 | $0 | $0 | $0 | $0 | $260,000 | | David A. Sachs | $282,500(4) | $0 | $0 | $0 | $0 | $1,000 | $283,500 | | Seun Salami | $12,329 | $180,822 | $0 | $0 | $0 | $0 | $193,151 |
OUR SUSTAINABILITY STRATEGY
| What We Do | | ✓ We link a substantial portion of total executive compensation directly to performance. ✓ We utilize a mix of performance measures in our incentive plans that align with value creation. ✓ Use quantifiable and measurable performance metrics and goals that are clearly disclosed. ✓ Benchmark compensation against practices in similarly-sized general industry companies. ✓ Target compensation at market median for comparable positions. ✓ Provide significant upside and downside potential for superior and low performance. ✓ We establish threshold levels of performance and we cap payouts at 200% of the target award. ✓ We include ESG and DEI objectives in our annual incentive compensation plan. ✓ We maintain minimum vesting requirements for our time-based equity awards. ✓ We maintain rigorous stock ownership guidelines for our executive officers. ✓ We have a stand-alone clawback policy and maintain additional clawback provisions in our incentive compensation plan and award agreements. ✓ We have an independent Compensation and Human Capital Management Committee which is advised by an independent external compensation consultant. ✓ We engage with stockholders on executive compensation matters each year. ✓ We conduct an annual say-on-pay vote and consider the results when evaluating our executive compensation arrangements. |
OUR SUSTAINABILITY STRATEGY
| What We Don’t Do | | ☒ No repricing or exchange of any equity awards without shareholder approval. ☒ No excessive perquisites. ☒ No excise tax gross-ups on any change-in-control benefits. ☒ No single-trigger accelerated vesting in change-in-control agreements (double-trigger provisions). ☒ No guaranteed compensation or guaranteed increases. ☒ No employment agreements with executive officers, except where legally required, in which case they follow market norms. ☒ No severance payments to executive officers who retire. ☒ No dividends paid on unvested restricted share units or performance share units until such awards vest. |
OUR SUSTAINABILITY STRATEGY
| Peer Group | | | •Allison Transmission Holdings, Inc. •American Axle & Manufacturing Holdings, Inc. •Carlisle Companies Inc. •Crane Company •Dana Incorporated •Dover Corporation •Flowserve Corporation •The Greenbrier Companies, Inc. •Hubbell Inc. •Hyster-Yale Materials Handling, Inc. | •Kennametal Inc. •Lennox International Inc. •The Manitowoc Company, Inc. •Oshkosh Corporation •Pentair plc •REV Group, Inc. •Rockwell Automation, Inc. •The Timken Company •Trinity Industries Inc. •Westinghouse Air Brake Technologies Corporation |
OUR SUSTAINABILITY STRATEGY
| Short-Term Compensation |
OUR SUSTAINABILITY STRATEGY
| Quantitative Annual Incentive Goal | Quantitative Annual Incentive Target Amount | Amount for Achievement of Quantitative Targets | | NWC | $263,110 | $248,375 | | Operating Profit | $789,329 | $1,578,658 | | Total | $1,052,439 | $1,827,033 |
OUR SUSTAINABILITY STRATEGY
| Qualitative Annual Incentive Goal | Qualitative Annual Incentive Target Amount | Amount for Achievement of Qualitative Targets | | ESG | $65,777 | $65,777 | | Strategy Development and Execution | $157,866 | $157,866 | | Talent, Culture and DEI | $39,466 | $39,466 | | Total | $263,109 | $263,109 |
OUR SUSTAINABILITY STRATEGY
| Long-Term Incentive Compensation |
OUR SUSTAINABILITY STRATEGY
| Long-Term Incentive Awards | | | | Named Executive Officer | Performance-Based | Time-Based | | John L. Garrison, Jr. | 65% | 35% | | Julie Beck | 65% | 35% | | Kieran Hegarty | 65% | 35% | | Simon Meester | 65% | 35% | | Scott Posner | 65% | 35% |
OUR SUSTAINABILITY STRATEGY
| TSR Award | | | | | Performance | Payout | | Below Threshold | < 30th Percentile | 0% | | Threshold | 30th Percentile | 25% | | Target | 50th Percentile | 100% | | Maximum | ≥ 80th Percentile | 200% |
OUR SUSTAINABILITY STRATEGY
| Summary Compensation Table |
OUR SUSTAINABILITY STRATEGY
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | John L. Garrison, Jr.(5) Former Chairman and Chief Executive Officer | 2023 | $1,051,923 | $0 | $6,543,682 | $0 | $2,188,809 | $0 | $424,016 | $10,208,430 | | | 2022 | $1,021,923 | $0 | $5,956,740 | $0 | $1,782,734 | $0 | $1,017,028 | $9,778,425 | | | 2021 | $985,962 | $0 | $6,005,749 | $0 | $2,211,284 | $0 | $337,020 | $9,540,015 | | Julie Beck Senior Vice President and Chief Financial Officer | 2023 | $618,269 | $0 | $1,556,437 | $0 | $772,054 | $0 | $196,664 | $3,143,424 | | | 2022 | $593,269 | $0 | $1,243,146 | $0 | $621,086 | $0 | $84,142 | $2,541,643 | | Kieran Hegarty(6) President, Terex Materials Processing | 2023 | $498,163 | $0 | $3,037,981 | $0 | $569,296 | $0 | $100,072 | $4,205,512 | | | 2022 | $475,455 | $0 | $1,243,146 | $0 | $549,848 | $0 | $90,368 | $2,358,817 | | | 2021 | $513,654 | $0 | $1,310,345 | $0 | $685,728 | $0 | $82,856 | $2,592,583 | | Simon Meester(5) Former President, Aerial Work Platforms; Current President and Chief Executive Officer | 2023 | $540,480 | $0 | $1,168,866 | $0 | $675,271 | $0 | $137,247 | $2,521,864 | | | 2022 | $510,962 | $0 | $854,663 | $0 | $512,431 | $0 | $28,507 | $1,906,563 | | Scott Posner Senior Vice President, General Counsel and Secretary | 2023 | $503,269 | $0 | $984,308 | $0 | $544,743 | $0 | $147,073 | $2,179,393 | | | 2022 | $478,269 | $0 | $751,067 | $0 | $433,998 | $0 | $149,840 | $1,813,174 | | | 2021 | $449,538 | $0 | $709,770 | $0 | $522,235 | $0 | $105,879 | $1,787,422 |
OUR SUSTAINABILITY STRATEGY
| Grants of Plan-Based Awards |
OUR SUSTAINABILITY STRATEGY
| Outstanding Equity Awards at Fiscal Year-End |
OUR SUSTAINABILITY STRATEGY
| Option Exercises and Stock Vested |
OUR SUSTAINABILITY STRATEGY
| Nonqualified Deferred Compensation |
OUR SUSTAINABILITY STRATEGY
| Potential Payments Upon Termination or Change in Control |
OUR SUSTAINABILITY STRATEGY
| Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (Change in Control) | Death | Disability | | Base Salary | 0 | 0 | $2,120,000 | 0 | $2,120,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $3,975,000 | 0 | $3,975,000 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $4,508,355 | $0 | $5,325,471 | $5,325,471 | $5,325,471 | | Restricted Shares (performance-based) | 0 | 0 | $6,112,027 | 0 | $16,444,001 | $16,444,001 | $16,444,001 | | Stock Options | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Cash Awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Disability Premiums | 0 | 0 | $2,000(1) | 0 | $2,000(1) | 0 | 0 | | Life Insurance Premiums | 0 | 0 | $5,000(1) | 0 | $5,000(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $34,500(1) | 0 | $34,500(1) | 0 | 0 | | Other Benefits | 0 | 0 | $296,000(1) | 0 | $296,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $7,244,500 | $7,244,500 | $8,878,000 | $7,244,500 | $8,878,000 | $7,244,500 | $8,878,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $246,000(3) |
OUR SUSTAINABILITY STRATEGY
| Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (Change in Control) | Death | Disability | | Base Salary | 0 | 0 | $625,000 | 0 | $625,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $468,750 | 0 | $937,500 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $471,692 | $0 | $1,022,865 | $1,022,865 | $1,022,865 | | Restricted Shares (performance-based) | 0 | 0 | 0 | 0 | $2,170,615 | $2,170,615 | $2,170,615 | | Stock Options | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Cash Awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Disability Premiums | 0 | 0 | $1,000(1) | 0 | $1,000(1) | 0 | 0 | | Life Insurance Premiums | 0 | 0 | $2,500(1) | 0 | $2,500(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $26,000(1) | 0 | $26,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $129,000(1) | 0 | $129,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $359,000 | $359,000 | $484,500 | $359,000 | $484,500 | $359,000 | $484,500 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $526,000(3) |
OUR SUSTAINABILITY STRATEGY
| Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination(2) | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (Change in Control)(2) | Death(2) | Disability(2) | | Base Salary | 0 | 0 | $1,010,628 | 0 | $1,010,628 | 0 | 0 | | Annual Incentive | 0 | 0 | $1,136,956 | 0 | $1,136,956 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $1,855,548 | 0 | $2,932,654 | $2,932,654 | $2,932,654 | | Restricted Shares (performance-based) | 0 | 0 | $1,314,352 | 0 | $3,487,921 | $3,487,921 | $3,487,921 | | Stock Options | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Cash Awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Disability Premiums | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Life Insurance Premiums | 0 | 0 | $3,500(1) | 0 | $3,500(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $3,500(1) | 0 | $3,500(1) | 0 | 0 | | Other Benefits | 0 | 0 | $54,500(1) | 0 | $54,500(1) | 0 | 0 | | Retirement Plan Payments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $1,516,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
OUR SUSTAINABILITY STRATEGY
| Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (Change in Control) | Death | Disability | | Base Salary | 0 | 0 | $553,025 | 0 | $553,025 | 0 | 0 | | Annual Incentive | 0 | 0 | $414,769 | 0 | $829,538 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $338,074 | 0 | $738,964 | $738,964 | $738,964 | | Restricted Shares (performance-based) | 0 | 0 | $304,894 | 0 | $2,006,660 | $2,006,660 | $2,006,660 | | Stock Options | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Cash Awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Disability Premiums | 0 | 0 | $1,000(1) | 0 | $1,000(1) | 0 | 0 | | Life Insurance Premiums | 0 | 0 | $2,500(1) | 0 | $2,500(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $25,500(1) | 0 | $25,500(1) | 0 | 0 | | Other Benefits | 0 | 0 | $110,000(1) | 0 | $110,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $346,000 | $346,000 | $452,000 | $346,000 | $452,000 | $346,000 | $452,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $1,451,000(3) |
OUR SUSTAINABILITY STRATEGY
| Executive Benefits and Payments Upon Termination | Voluntary Termination | Early or Normal Retirement | Involuntary Not For Cause or Good Reason Termination | For Cause Termination | Involuntary Not For Cause or Good Reason Termination (Change in Control) | Death | Disability | | Base Salary | 0 | 0 | $510,000 | 0 | $510,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $331,500 | 0 | $663,000 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $339,469 | 0 | $682,215 | $682,215 | $682,215 | | Restricted Shares (performance-based) | 0 | 0 | $483,369 | 0 | $2,057,949 | $2,057,949 | $2,057,949 | | Stock Options | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Cash Awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Disability Premiums | 0 | 0 | $1,000(1) | 0 | $1,000(1) | 0 | 0 | | Life Insurance Premiums | 0 | 0 | $2,500(1) | 0 | $2,500(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $26,000(1) | 0 | $26,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $99,000(1) | 0 | $99,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $1,751,000 | $1,751,000 | $1,751,000 | $1,751,000 | $1,751,000 | $1,751,000 | $1,751,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $1,929,000(3) |
OUR SUSTAINABILITY STRATEGY
| CEO Pay Ratio |
OUR SUSTAINABILITY STRATEGY
| Pay Versus Performance |
OUR SUSTAINABILITY STRATEGY
| Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid (“CAP”) to PEO1,2 | Average Summary Compensation Table Total for Non-PEO NEOs1 | Average Compensation Actually Paid (“CAP”) to Non-PEO NEOs1,2 | Value of Initial Fixed $100 Investment Based On:3 | | Net Income ($MM) | ROIC4 | | | | | | | TSR | Peer Group TSR | | | | 2023 | $10,208,430 | $21,648,207 | $3,012,548 | $4,371,853 | $201.09 | $152.18 | $518.0 | 28.9% | | 2022 | $9,778,425 | $10,488,051 | $2,155,049 | $2,295,919 | $147.75 | $120.71 | $300.0 | 21.7% | | 2021 | $9,540,015 | $15,777,895 | $2,426,224 | $3,531,383 | $149.92 | $141.86 | $220.9 | 18.8% | | 2020 | $7,439,350 | $9,345,885 | $1,798,733 | $2,175,346 | $117.87 | $115.38 | $(10.6) | 5.2% |