DEF 14A of Terex Corp, Apr 1, 2025

DEF 14A of Terex Corp

Filed Apr 1, 2025 · FY20240000097216-25-000077

Open on EDGAR

  1. DEAR FELLOW STOCKHOLDERS

    | COMPENSATION | 21 | | Proposal 2: Advisory Vote to Approve the Compensation of the Named Executive Officers | 21 | | Compensation Discussion and Analysis | 21 | | Overview | 21 | | Executive Compensation Program | 24 | | Executive Compensation Practices | 25 | | Executive Compensation Components | 27 | | Short-Term Compensation | 27 | | Long-Term Incentive Compensation | 31 | | Post-Employment Compensation | 33 | | Compensation and Human Capital Committee Report | 33 | | Executive Officers | 34 | | Executive Compensation Tables | 35 | | Summary Compensation Table | 35 | | Grants of Plan-Based Awards | 36 | | Outstanding Equity Awards at Fiscal Year-End | 37 | | Option Exercises and Stock Vested | 41 | | Nonqualified Deferred Compensation | 41 | | Potential Payments Upon Termination or Change in Control | 42 | | Equity Compensation Plan Information | 46 | | CEO Pay Ratio | 46 | | Pay Versus Performance | 46 | | AUDIT | 50 | | Proposal 3: Ratification of Independent Registered Public Accounting Firm | 50 | | Audit Committee Report | 51 | | OTHER IMPORTANT INFORMATION | 52 | | APPENDIX A | 53 |

  2. SUSTAINABILITY AT TEREX

    | | David A. Sachs | | | Business Experience: David A. Sachs is a Partner of Ares Management Corporation (“Ares”) and co-founder of the firm, where he serves as an investment committee member on Ares direct lending, tradable credit private equity group funds, as well as the Ares real estate group’s real estate debt and real estate equity investments. Mr. Sachs also serves as a Chairman and director of Ares Dynamic Credit Allocation Fund, Inc. and as a Chairman and trustee of CION Ares Diversified Credit Fund. Additionally, Mr. Sachs serves as a Trustee of the Ares Private Markets Fund. | | | Qualifications: Mr. Sachs has extensive knowledge of global capital markets and is valuable to the Board’s discussions of the Company’s capital and liquidity needs. Mr. Sachs has been a member of the Board since 1992 and accordingly has an extensive knowledge of the Company. As a result, Mr. Sachs provides vital insight to the Board on many issues, including capital markets, treasury and liquidity related matters. | | Age: 65 Director Since: 1992 ______________________________________ Non-Executive Chairman Committee Memberships: GNCRC | |

  3. SUSTAINABILITY AT TEREX

    | | Paula H. J. Cholmondeley | | | Business Experience: Paula H. J. Cholmondeley is currently principal of The Sorrel Group, a consulting company founded by Ms. Cholmondeley in 2004 which focuses on corporate strategy and corporate governance matters. Ms. Cholmondeley served as Vice President and General Manager of Sappi Fine Paper, North America from 2000 through 2004, where she had profit and loss responsibility for their Specialty Products division. Ms. Cholmondeley held senior positions with various other companies from 1980 through 1998, including Owens Corning, The Faxon Company, Blue Cross of Greater Philadelphia, and Westinghouse Elevator Company, and also served as a White House Fellow assisting the U.S. Trade Representative during the Reagan administration. Ms. Cholmondeley, a former certified public accountant, is an alumnus of Howard University and received a Master’s Degree in Accounting from the University of Pennsylvania, Wharton School of Finance. Ms. Cholmondeley is also a director at Bank OZK and Lexeo Therapeutics. Previously, Ms. Cholmondeley served as a director of Ultralife Corporation from 2004 through 2010, Albany International Corporation from 2005 to 2013, Minerals Technologies Inc. from 2005 to 2014, Dentsply International Inc. from 2001 to 2016, and Kapstone Paper and Packaging Corporation from 2016 to 2018 and an independent trustee of Nationwide Mutual Funds from 2000 to 2022. | | Age: 77 Director Since: 2004 _______________________________________ Committee Memberships: Audit (Chair) CHCC | | | | Qualifications: Ms. Cholmondeley has significant financial and operations experience with several international manufacturing companies, has held executive positions where she was responsible for operating manufacturing based businesses and leading strategic planning and was involved in preparing financial statements as the chief financial officer of a large insurance company. She also has been heavily involved in technology development, as well as building, growing and selling manufacturing operations. Ms. Cholmondeley also currently serves as a part-time faculty member for the National Association of Corporate Directors (“NACD”). She is a NACD Board Leadership Fellow, was selected in 2015 to NACD Directorship 100, was elected as one of the 24 commissioners for the NACD 2023 Blue Ribbon Commission Report, is a NACD Certified Director and also holds the CERT certificate in cyber-risk oversight from NACD. As a result of these professional and other experiences, and as Ms. Cholmondeley is an African American female raised in the Caribbean, she brings diverse perspectives and experiences, which provides the Board with greater insight into the Company’s financial, operational and governance matters. |

  4. SUSTAINABILITY AT TEREX

    | | Donald DeFosset | | | Business Experience: Donald DeFosset retired in 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset served since November 2000 as President and CEO, and since March 2002 as Chairman, of Walter Industries. Previously, he was Executive Vice President and Chief Operating Officer of Dura Automotive Systems, Inc. (“Dura”), a global supplier of engineered systems, from October 1999 through June 2000. Before joining Dura, Mr. DeFosset served as a Corporate Executive Vice President, President of the Truck Group and a member of the Office of Chief Executive Officer of Navistar International Corporation from October 1996 to August 1999. Mr. DeFosset also serves as a director of ITT Corporation. Previously, Mr. DeFosset served as a director of James Hardie Industries N.V. from 2006 through 2008, Enpro Industries, Inc. from 2008 through 2011, Regions Financial Corporation from 2006 through 2022 and National Retail Properties Inc. from 2008 through 2022. | | Age: 76 Director Since: 1999 _______________________________________ Committee Memberships: CHCC (Chair) GNCRC | | | | Qualifications: Mr. DeFosset has considerable experience as a chief executive of a large diversified industrial company and as a senior executive of an international machinery manufacturer. Mr. DeFosset has been a member of the Board since 1999 and accordingly has an extensive knowledge of the Company. As a result, Mr. DeFosset provides the Board with key knowledge and insights into the Company’s manufacturing, operational and financial matters. |

  5. SUSTAINABILITY AT TEREX

    | | Simon Meester | | | Business Experience: Simon Meester was appointed President and Chief Executive Officer of Terex Corporation and a member of the Company’s Board of Directors, effective January 1, 2024. Previously, Mr. Meester served as the President of Aerial Work Platforms since May 2023, the President of Genie since August 1, 2021, and Chief Operating Officer of Genie since June 2020. Mr. Meester initially joined Terex in 2018 as Vice President, Global Sales and Marketing Administration for Aerial Work Platforms. Prior to joining Terex, Mr. Meester was Vice President and General Manager of the Industrial Control Division at Eaton Corporation. Earlier, he spent 14 years in progressively senior roles at Caterpillar, Inc., before becoming President, Sandvik Mining and Construction in India. | | Age: 55 Director Since: 2024 _______________________________________ President and Chief Executive Officer | Qualifications: Mr. Meester is an effective leader with considerable experience in senior roles across various industrial manufacturers. He has managed global teams and operations for more than 20 years, based in seven countries. Based on his current role as CEO of the Company, Mr. Meester provides the Board with skillful leadership and insight into the Company’s global operations. |

  6. SUSTAINABILITY AT TEREX

    | | Sandie O’Connor | | | Business Experience: Sandie O’Connor retired as the Chief Regulatory Affairs Officer for JPMorgan Chase, a global financial services firm. In this capacity, she set the firm’s comprehensive regulatory strategy and led engagement with G-20 policymakers regarding evolving regulation and legislation. Using her extensive market expertise and deep understanding of capital flows, balance sheets and market liquidity, she provided meaningful perspectives on impact on clients, business activity and economic growth. She was a member of the firm’s Executive Committee, Chair of the JPMorgan Chase Foundation Investment Committee and served on multiple firm-wide governance committees. Prior to this role, she held several leadership positions spanning corporate functions as well as client facing businesses including Global Treasurer and head of Prime Services. Ms. O’Connor joined JPMorgan in 1988 and over a 30-year career, held positions of increasing responsibility within the company’s Investment Bank and Corporate divisions. Ms. O’Connor has served on several public/private teams to support the integrity and efficiency of markets including as Chair of the Federal Reserve Board’s Alternative Reference Rates Committee and as a former member of the Treasury Markets Practices Group sponsored by the Federal Reserve Bank of NY. Ms. O’Connor served on a Task Force on Financial Stability, as well as on the Financial Research Advisory Committee for the Office of Financial Research. She continues to serve on the FDIC Systemic Resolution Advisory Committee and is a member of the Economic Club of NY. Ms. O’Connor also serves as a director of The Bank of New York Mellon Corporation. | | Age: 58 Director Since: 2020 _______________________________________ Committee Memberships: Audit GNCRC (Chair) | | | | Qualifications: Ms. O’Connor is a recognized financial industry expert and leader with unique insights on how evolving market structure impacts behaviors of financial institutions, corporations and government. She has deep capital markets, balance sheet and risk management expertise as well as global business building experience. As a result of these professional experiences, Ms. O’Connor brings diverse leadership and business experiences and global perspectives which are important for the Board. She provides vital insight on many issues, including capital markets, treasury and liquidity related matters, enterprise risk and business strategy and transformation. |

  7. SUSTAINABILITY AT TEREX

    | | Christopher Rossi | | | Business Experience: Christopher Rossi served as the President and Chief Executive Officer and member of the board of directors of Kennametal, Inc. (“Kennametal”), a global supplier of tooling and industrial materials, from 2017 until his retirement in 2024. Prior to joining Kennametal, Mr. Rossi was CEO of Dresser-Rand, a Siemens Aktiengesellschaft business, from 2015 to 2017. Dresser-Rand is a leading global supplier of custom-engineered rotating equipment solutions for the oil and gas, petrochemical, power and process industries. During his 30 years at Dresser-Rand, Mr. Rossi was responsible for various areas including Engineering, Production, Supply Chain Management, Sales and Business Development, and held numerous leadership positions including Executive Vice President of Global Operations, Vice President of Technology and Business Development, Executive Vice President of Product Services Worldwide, Vice President and General Manager of North American Operations, Vice President and General Manager of Painted Post Operation, and Vice President, Supply Chain Management Worldwide. | | Age: 60 Director Since: 2021 _______________________________________ Committee Memberships: CHCC GNCRC | | | | Qualifications: Mr. Rossi has significant experience as a chief executive officer of a large international manufacturing company. Mr. Rossi is a highly experienced leader of complex global businesses with a track record of leading transformation and growth under all market conditions. Mr. Rossi brings diverse manufacturing, technology, and strategy experience as well as leadership skills to the Company. He is a strong proponent of a vibrant corporate culture focused on performance and accountability, and we see an excellent fit with the Company. Mr. Rossi provides the Board with a deep understanding of the complexities of operating a large multi-national business. |

  8. SUSTAINABILITY AT TEREX

    | | Andra Rush | | | Business Experience: Andra M. Rush is the founder, chair and CEO of the Rush Group family of companies, which includes Dakkota Integrated Systems. Dakkota is one of the largest Native American woman-owned and led companies in the United States and manages supply chain complexity for customers, specializing in component manufacturing, complex assembly and sequencing, and supply chain management. She also founded and served as the chair and CEO of Rush Trucking Company, and the chair, CEO and managing member of Rush Supply Chain Management until 2020. Ms. Rush previously served two terms on the U.S. Manufacturing Council, the principal private sector panel that advises the U.S. Commerce Secretary on government policies and programs and their impact on the manufacturing sector. She also served on supplier advisory boards for Chrysler and General Motors. | | Age: 64 Director Since: 2017 _______________________________________ Committee Memberships: Audit GNCRC | | | | Qualifications: Ms. Rush is an accomplished executive officer of businesses that specialize in manufacturing components, complex assembly and sequencing, as well as supply chain management, logistics and freight distribution. Ms. Rush’s extensive knowledge and significant experience in supply chain and logistics is particularly valuable to the Company when handling any complicated sourcing matters. Additionally, as a result of her professional experiences, and as Ms. Rush is a Native American female, she brings diverse perspectives and experiences, which are important for the Board. |

  9. SUSTAINABILITY AT TEREX

    | | Seun Salami | | | Business Experience: Seun Salami currently serves as the Executive Vice President and Chief Financial Officer of Nuveen, a global asset management firm. Mr. Salami joined TIAA, Nuveen's parent company, in May of 2018 as corporate controller, and later served as both TIAA's chief accounting officer and principal financial officer of TIAA Real Estate Account. Prior to joining TIAA/Nuveen, Mr. Salami was Executive Vice President and Global Controller, Corporate Solutions at Jones Lang LaSalle Inc. (JLL), a Fortune 500 global real estate company. Prior to JLL, he spent over eleven years at Deloitte serving Fortune 500 clients. | | Age: 47 Director Since: 2023 _______________________________________ Committee Memberships: Audit CHCC | Qualifications: Mr. Salami is an executive with a successful track record of leading multifunctional finance and operations teams to deliver strong results for global organizations. Mr. Salami has significant experience and a deep understanding of financial and accounting matters and can provide the Board with key insights in these areas. Additionally, as a result of his international education and work experience, his life membership in the Council on Foreign Relations, and as an African American male raised in Nigeria, Mr. Salami brings valuable, diverse experiences and global perspectives to the Board. |

  10. SUSTAINABILITY AT TEREX

    | Director Compensation |

  11. SUSTAINABILITY AT TEREX

    | 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 ($) | All Other Compen-sation ($) | Total ($) | | Paula H. J. Cholmondeley | $285,000 | $0 | $0 | $0 | $0 | $0 | $285,000 | | Donald DeFosset | $225,000 | $0 | $0 | $0 | $0 | $0 | $225,000 | | Thomas J. Hansen | $60,000 | $0 | $0 | $0 | $0 | $0 | $60,000 | | Sandie O’Connor | $39,818 | $240,000 | $0 | $0 | $0 | $0 | $279,818 | | Christopher Rossi | $20,000 | $240,000 | $0 | $0 | $0 | $0 | $260,000 | | Andra Rush | $260,000 | $0 | $0 | $0 | $0 | $0 | $260,000 | | David A. Sachs | $258,544 | $240,000 | $0 | $0 | $0 | $0 | $498,544 | | Seun Salami | $20,000 | $240,000 | $0 | $0 | $0 | $0 | $260,000 |

  12. SUSTAINABILITY AT TEREX

    | 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. ✓ We use quantifiable and measurable performance metrics and goals that are clearly disclosed. ✓ We benchmark compensation against practices in similarly-sized general industry companies. ✓ We target compensation at market median for comparable positions. ✓ We 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 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. |

  13. SUSTAINABILITY AT TEREX

    | 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. |

  14. SUSTAINABILITY AT TEREX

    | Peer Group | | | •AGCO Corporation •Allison Transmission Holdings, Inc. •American Axle & Manufacturing Holdings, Inc. •BorgWarner Inc. •Carlisle Companies Inc. •Dana Inc. •Dover Corporation •Flowserve Corporation •The Greenbrier Companies, Inc. •Hubbell Inc. | •Hyster-Yale Materials Handling, Inc. •Lincoln Electric Holdings, Inc. •Oshkosh Corporation •Pentair plc •Regal Rexnord Corporation •Rockwell Automation, Inc. •The Timken Company •Trinity Industries Inc. •Westinghouse Air Brake Technologies Corporation |

  15. SUSTAINABILITY AT TEREX

    | Short-Term Compensation |

  16. SUSTAINABILITY AT TEREX

    | Quantitative Annual Incentive Goal | Quantitative Annual Incentive Target Amount | Amount for Achievement of Quantitative Targets | | NWC | $203,500 | $59,626 | | Operating Profit | $610,500 | $272,270 | | Total | $814,000 | $331,896 |

  17. SUSTAINABILITY AT TEREX

    | Qualitative Annual Incentive Goal | Qualitative Annual Incentive Target Amount | Amount for Achievement of Qualitative Targets | | Safety and Sustainability | $20,350 | $20,350 | | Talent and Culture | $30,525 | $30,525 | | Financial, Governance & Compliance | $71,225 | $40,703 | | Strategy | $81,400 | $81,400 | | Total | $203,500 | $172,978 |

  18. SUSTAINABILITY AT TEREX

    | Long-Term Incentive Compensation |

  19. SUSTAINABILITY AT TEREX

    | Long-Term Incentive Awards | | | | Named Executive Officer | Performance-Based | Time-Based | | Simon Meester | 65% | 35% | | Julie Beck | 65% | 35% | | Kieran Hegarty | 65% | 35% | | Scott Posner | 65% | 35% | | Joshua Gross | 65% | 35% |

  20. SUSTAINABILITY AT TEREX

    | TSR Award | | | | | Performance | Payout | | Below Threshold | < 30th Percentile | 0% | | Threshold | 30th Percentile | 25% | | Target | 50th Percentile | 100% | | Maximum | ≥ 80th Percentile | 200% |

  21. SUSTAINABILITY AT TEREX

    | Summary Compensation Table |

  22. SUSTAINABILITY AT TEREX

    | 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 ($)(4) | Total ($) | | Simon Meester President and Chief Executive Officer | 2024 | $917,847 | $0 | $4,923,294 | $0 | $555,749 | $0 | $222,481 | $6,619,371 | | | 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 | | Julie Beck(5) Former Senior Vice President and Chief Financial Officer | 2024 | $638,702 | $0 | $1,429,766 | $0 | $276,176 | $0 | $213,774 | $2,558,418 | | | 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, Materials Processing | 2024 | $536,362 | $0 | $1,309,387 | $0 | $224,553 | $0 | $123,136 | $2,193,438 | | | 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 | | Scott Posner Senior Vice President, General Counsel and Secretary | 2024 | $535,796 | $0 | $942,758 | $0 | $216,396 | $0 | $170,765 | $1,865,715 | | | 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 | | Joshua Gross President, Aerials | 2024 | $471,362 | $0 | $764,682 | $0 | $174,687 | $0 | $34,418 | $1,445,149 |

  23. SUSTAINABILITY AT TEREX

    | Grants of Plan-Based Awards |

  24. SUSTAINABILITY AT TEREX

    | Outstanding Equity Awards at Fiscal Year-End |

  25. SUSTAINABILITY AT TEREX

    | Option Exercises and Stock Vested |

  26. SUSTAINABILITY AT TEREX

    | Nonqualified Deferred Compensation |

  27. SUSTAINABILITY AT TEREX

    | Potential Payments Upon Termination or Change in Control |

  28. SUSTAINABILITY AT TEREX

    | 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 | $1,850,000 | 0 | $1,850,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $3,052,500 | 0 | $3,052,500 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $1,193,458 | 0 | $1,626,889 | $1,626,889 | $1,626,889 | | Restricted Shares (performance-based) | 0 | 0 | $798,004 | 0 | $3,854,904 | $3,854,904 | $3,854,904 | | Stock Options | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Cash Awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Disability Premiums | 0 | 0 | $3,000(1) | 0 | $3,000(1) | 0 | 0 | | Life Insurance Premiums | 0 | 0 | $5,000(1) | 0 | $5,000(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $51,000(1) | 0 | $51,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $137,000(1) | 0 | $137,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $488,000 | $488,000 | $723,000 | $488,000 | $723,000 | $488,000 | $723,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $1,323,000(3) |

  29. SUSTAINABILITY AT TEREX

    | 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 | $643,750 | 0 | $643,750 | 0 | 0 | | Annual Incentive | 0 | 0 | $482,813 | 0 | $965,625 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $437,845 | 0 | $836,432 | $836,432 | $836,432 | | Restricted Shares (performance-based) | 0 | 0 | $774,058 | 0 | $2,759,430 | $2,759,430 | $2,759,430 | | 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 | $18,000(1) | 0 | $18,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $147,000(1) | 0 | $147,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $441,000 | $441,000 | $713,000 | $441,000 | $713,000 | $441,000 | $713,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $368,000(3) |

  30. SUSTAINABILITY AT TEREX

    | 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 | $1,081,871 | 0 | $1,081,871 | 0 | 0 | | Annual Incentive | 0 | 0 | $1,217,105 | 0 | $1,217,105 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $2,154,214 | 0 | $2,269,511 | $2,269,511 | $2,269,511 | | Restricted Shares (performance-based) | 0 | 0 | $1,123,847 | 0 | $2,672,512 | $2,672,512 | $2,672,512 | | 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 | $4,000(1) | 0 | $4,000(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $7,000(1) | 0 | $7,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $54,000(1) | 0 | $54,000(1) | 0 | 0 | | Retirement Plan Payments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $1,623,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | 0 |

  31. SUSTAINABILITY AT TEREX

    | 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 | $545,300 | 0 | $545,300 | 0 | 0 | | Annual Incentive | 0 | 0 | $381,710 | 0 | $763,420 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $273,464 | 0 | $528,270 | $528,270 | $528,270 | | Restricted Shares (performance-based) | 0 | 0 | $467,660 | 0 | $1,720,020 | $1,720,020 | $1,720,020 | | 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 | $113,000(1) | 0 | $113,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $2,181,000 | $2,181,000 | $2,181,000 | $2,181,000 | $2,181,000 | $2,181,000 | $2,181,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $1,804,000(3) |

  32. SUSTAINABILITY AT TEREX

    | 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 | $475,000 | 0 | $475,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $308,750 | 0 | $617,500 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $220,761 | 0 | $423,233 | $423,233 | $423,233 | | Restricted Shares (performance-based) | 0 | 0 | $88,563 | 0 | $573,648 | $573,648 | $573,648 | | 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 | $73,000(1) | 0 | $73,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $888,000 | $888,000 | $888,000 | $888,000 | $888,000 | $888,000 | $888,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $2,459,000(3) |

  33. SUSTAINABILITY AT TEREX

    | CEO PAY RATIO |

  34. SUSTAINABILITY AT TEREX

    | PAY VERSUS PERFORMANCE |

  35. SUSTAINABILITY AT TEREX

    | Year | Summary Compensation Table Total for First PEO1 | Summary Compensation Table Total for Second PEO1 | Compensation Actually Paid (“CAP”) to First PEO1,2 | Compensation Actually Paid (“CAP”) to Second 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 | | | | 2024 | $— | $6,619,371 | $— | $4,045,537 | $2,015,680 | $755,552 | $163.71 | $169.14 | $335.5 | 21.1% | | 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% |