DEF 14A of Terex Corp, Apr 29, 2026

DEF 14A of Terex Corp

Filed Apr 29, 2026 · FY20250000097216-26-000071

Open on EDGAR

  1. DEAR FELLOW STOCKHOLDERS

    | COMPENSATION (Cont) | | | Executive Compensation Practices | 29 | | Executive Compensation Components | 31 | | Short-Term Compensation | 31 | | Long-Term Incentive Compensation | 35 | | Post-Employment Compensation | 37 | | Compensation and Human Capital Committee Report | 37 | | Executive Officers | 38 | | Executive Compensation Tables | 39 | | Summary Compensation Table | 39 | | Grants of Plan-Based Awards | 40 | | Outstanding Equity Awards at Fiscal Year-End | 41 | | Option Exercises and Stock Vested | 45 | | Nonqualified Deferred Compensation | 45 | | Potential Payments Upon Termination or Change in Control | 46 | | Equity Compensation Plan Information | 49 | | CEO Pay Ratio | 49 | | Pay Versus Performance | 50 | | 2026 OMNIBUS INCENTIVE PLAN | 54 | | Proposal 3: Approval of the Terex Corporation 2026 Omnibus Incentive Plan | 54 | | General | 54 | | Common Stock Authorized | 54 | | 2026 Plan Administration | 55 | | Eligibility | 55 | | Minimum Vesting | 55 | | Stock Option Awards | 55 | | SARs | 56 | | Restricted Stock Awards and Restricted Stock Units | 56 | | Performance Awards | 56 | | Cash-Based Awards and Other Stock-Based Awards | 56 | | Amendment and Termination | 56 | | Antidilution Adjustments | 57 | | Federal Income Tax Consequences of Options | 57 | | Grants Under the 2026 Omnibus Plan | 57 | | Recommendation | 58 | | AUDIT | 59 | | Proposal 4: Ratification of Independent Registered Public Accounting Firm | 59 | | Audit Committee Report | 60 | | OTHER IMPORTANT INFORMATION | 61 | | APPENDIX A | 62 | | APPENDIX B | 65 |

  2. SUSTAINABILITY AT TEREX

    At the Annual Meeting, twelve (12) 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 twelve (12) 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 appoint such other person as director as it shall designate. The Company has no reason to believe 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 April 1, 2026, 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, skills, 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 have been directors since last year’s annual meeting, with the exception of Messrs. Padmanabhan, Canan, Dauch and Dutil and Mses. O’Connell and Steele. Mr. Padmanabhan, who joined the board in December of 2025, was recommended by a third-party search firm that the Governance, Nominating and Corporate Responsibility retained to identify suitable director candidates. Messrs. Canan, Dauch and Dutil and Mses. O’Connell and Steele all joined the Board in February 2026 upon the completion of the merger with REV Group, Inc. (“REV”).

  3. SUSTAINABILITY AT TEREX

    | | David A. Sachs | | | Business Experience: David A. Sachs is a Partner and Vice Chair of Ares Management Corporation (“Ares”) and co-founder of the firm. He serves as a Director and Chairman of the Board of Ares Dynamic Credit Allocation Fund, Inc., Trustee and Chair of CION Ares Diversified Credit Fund and Trustee of the Ares Private Markets Fund. Additionally, Mr. Sachs also serves as a member of the Ares Real Estate Global and Real Estate Debt Investment Committees, the Ares Private Equity Group's Energy Opportunities, Extended Value, and Asia Investment Committees. Mr. Sachs was Ares’ first portfolio manager and headed up Ares’ first investment activities as Head and Co-Head of the Ares Capital Markets Group (now Liquid Credit) until early 2009. Since 2009, Mr. Sachs has assisted the Ares Corporate Strategy Group with numerous strategic initiatives. Prior to joining Ares, Mr. Sachs was a Principal of Onyx Partners, Inc., where he focused on merchant banking and related capital raising activities in the private equity and mezzanine debt markets. Previously, he also worked with Taylor & Co., an investment manager providing investment advisory and consulting services. Mr. Sachs is on the Executive Committee and Board of Trustees of Northwestern University, as well as various advisory committees at its Kellogg School of Management and McCormick Engineering School. | | Age: 66 Director Since: 1992 ______________________________________ Non-Executive Chairman Committee Memberships: GNCRC | | | | 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. |

  4. SUSTAINABILITY AT TEREX

    | | Jean Marie “John” Canan | | | Business Experience: Jean Marie “John” Canan retired from Merck & Co., Inc. (“Merck”) in 2014 as Senior Vice President, Global Controller and Chief Accounting Officer. Mr. Canan first joined Merck in 1990 and held numerous positions of increasing responsibility including senior roles in finance, strategy development, business development and operations. Mr. Canan also provided operational oversight for most of the Merck group’s joint ventures, including DuPont-Merck, Johnson and Johnson-Merck, Astra-Merck, and Schering-Plough-Merck. Prior to joining Merck, Mr. Canan began his career at PricewaterhouseCoopers (PwC) where he worked in both the Montreal office and Hong Kong office. Mr. Canan currently serves on the Board of Molycop, Inc, a private mining consumables entity. Mr. Canan was previously a member of the Board of Directors of Lectra SA from 2021 to 2024, where he sat on the Audit, Remuneration and Strategy committees, and he previously served as a director of Acasti Pharma from 2021 until 2023. Mr. Canan was also the Chair of the Board of REV Group, Inc. from 2016 through 2026. | | Age: 69 Director Since: 2026 _______________________________________ Vice Chair Committee Memberships: Audit CHCC | | | | Qualifications: Mr. Canan brings extensive strategic, business development and financial leadership experience to the Board. Mr. Canan’s significant experience in these areas, combined with his vast international experience, offers the Board vital insights regarding business strategy and financial matters. |

  5. SUSTAINABILITY AT TEREX

    | | David Dauch | | | Business Experience: David Dauch currently serves as Chairman of the Board and Chief Executive Officer of Dauch Corporation (“Dauch”), previously American Axle & Manufacturing Holdings, Inc., a Global Tier 1 Automotive Supplier, which role he has served in since 2013. Mr. Dauch is responsible for developing and implementing Dauch’s operating and strategic objectives, as well as for overseeing the global day-to-day operations of Dauch. Since joining Dauch in 1995, Mr. Dauch served in several positions of increasing responsibility prior to his current role, including President & Chief Executive Officer and President & Chief Operating Officer. Prior to joining Dauch, Mr. Dauch started his career at the former Chrysler Corporation and Collins & Aikman Products Company. Mr. Dauch has served on the Board of Directors of Dauch since 2009. He also currently serves on the Board of Amerisure Mutual Insurance Company and Amerisure Companies, and on the Board of the National Association of Manufacturers (NAM). Mr. Dauch also served as a director of REV Group, Inc. from 2024 through 2026. | | Age: 61 Director Since: 2026 _______________________________________ Committee Memberships: CHCC | | | | Qualifications: Mr. Dauch has extensive experience as a chief executive officer of a large international industrial manufacturing company. Mr. Dauch is a highly experienced leader and offers the Board significant insight into global strategic and operational imperatives. Mr. Dauch also provides the Board with a deep understanding of the complexities of operating a large multi-national manufacturing business. |

  6. 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: 77 Director Since: 1999 _______________________________________ Committee Memberships: CHCC (Chair) | | | | 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. |

  7. SUSTAINABILITY AT TEREX

    | | Charles Dutil | | | Business Experience: Charles Dutil currently serves as President and Chief Executive Officer of Manac Inc., a North American manufacturer of specialty semi-trailers. Mr. Dutil has held this position since 2002. Mr. Dutil previously served in various other senior positions at Manac Inc., including Executive Vice President and Vice President of Marketing. Mr. Dutil also served as a director of REV Group, Inc. from 2016 through 2026. | | | Qualifications: Mr. Dutil has extensive experience as a chief executive officer of a manufacturing company and as a business leader. Mr. Dutil provides the Board with key knowledge and insights into manufacturing and operational matters, particularly those related to specialty vehicle manufacturers. | | Age: 60 Director Since: 2026 _______________________________________ Committee Memberships: GNCRC | |

  8. 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 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: 56 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. |

  9. SUSTAINABILITY AT TEREX

    | | Maureen O’Connell | | | Business Experience: Maureen O’Connell’s career spans 30 years of progressive experience in finance and operations management at several global public companies. From 2007 to 2017, Ms. O’Connell served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Scholastic Corp., where she was responsible for finance, operations, supply chain, technology, human resources and legal at the company. Prior to this, Ms. O’Connell served as President and Chief Operating Officer at Gartner and chief financial officer of Barnes & Noble. Ms. O’Connell currently serves as a director at Northwest Healthcare Properties REIT and Acacia Research Corporation. Ms. O’Connell also served as a director of REV Group, Inc. from 2023 through 2026. | | | Qualifications: Ms. O’Connell is a seasoned business leader with extensive experience in finance, operations, and broad oversight of companies across multiple industries. Ms. O’Connell is a National Association of Corporate Directors (“NACD”) certified Director and holds the CERT certificate in cyber-risk oversight from NACD. Ms. O’Connell’s diversity of experience across finance, operations, supply chain and technology matters gained at multiple public companies offers the Board a valuable broad perspective on various topics. | | Age: 64 Director Since: 2026 _______________________________________ Committee Memberships: Audit (Chair) | |

  10. 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: 59 Director Since: 2020 _______________________________________ Vice Chair 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. |

  11. SUSTAINABILITY AT TEREX

    | | Srikanth Padmanabhan | | | Business Experience: Srikanth Padmanabhan recently retired as Executive Vice President and President – Operations of Cummins, Inc., a global power solutions company. During his 34 years at Cummins, Mr. Padmanabhan held various roles in business and operations leadership. As president of the Engine Business, the largest of Cummins’ business segments, Mr. Padmanabhan drove customer-focused innovation to position Cummins as a leading powertrain supplier in the transition to a net zero future. He also held global leadership positions in Cummins’ Components and Power Generation businesses. Early in his career he held manufacturing and plant leadership roles across North America. His career spans the U.S., U.K., Mexico, and India. Mr. Padmanabhan also serves as a director of Leggett & Platt Incorporated. | | Age: 61 Director Since: 2025 _______________________________________ Committee Memberships: GNCRC | | | | Qualifications: Mr. Padmanabhan has significant experience as an executive of a large international manufacturing company. Mr. Padmanabhan is a highly experienced executive with a proven track record of driving significant business growth and value. Mr. Padmanabhan brings manufacturing, operations, and strategy experience, as well as leadership skills, to the Company. Additionally, having been born and raised in India, and having worked across various international regions, Mr. Padmanabhan provides the Board with valuable, diverse experience, global perspectives and a deep understanding of the operational complexities of a large multi-national business. |

  12. 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: 65 Director Since: 2017 _______________________________________ Committee Memberships: CHCC | | | | 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. |

  13. 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. | | | 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. | | Age: 48 Director Since: 2023 _______________________________________ Committee Memberships: Audit | |

  14. SUSTAINABILITY AT TEREX

    | | Kathleen Steele | | | Business Experience: Kathleen Steele currently serves as an Advisor to Equity Group Investments (EGI), an organization she joined in July 2000, and at which she most recently served as a Managing Director through June 2023. Prior to joining EGI, Ms. Steele worked in the investment banking division of Merrill Lynch, Pierce, Fenner & Smith Incorporated, where she worked on mergers and acquisitions and capital raising transactions, primarily in the industrial sector. Ms. Steele served as a director of REV Group, Inc. from 2024 through 2026. | | | Qualifications: Ms. Steele has extensive knowledge in capital markets, capital allocation, investment management, and financial leadership. Ms. Steele’s expertise in such areas, coupled with her broad experience, provides the Board with valuable insight particularly in relation to capital markets, treasury and liquidity matters, and driving value creation. | | Age: 50 Director Since: 2026 _______________________________________ Committee Memberships: Audit CHCC | |

  15. SUSTAINABILITY AT TEREX

    | Director Emeritus | | | | 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: 78 Director Since: 2004 _______________________________________ Director Emeritus | | | | 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 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. |

  16. SUSTAINABILITY AT TEREX

    | Director Compensation |

  17. 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 | $307,500 | $0 | $0 | $0 | $0 | $0 | $307,500 | | Donald DeFosset | $307,500 | $0 | $0 | $0 | $0 | $0 | $307,500 | | Sandie O’Connor | $35,000 | $270,000 | $0 | $0 | $0 | $0 | $305,000 | | Srikanth Padmanabhan | $0 | $151,644 | $0 | $0 | $0 | $0 | $151,644 | | Christopher Rossi | $20,000 | $270,000 | $0 | $0 | $0 | $0 | $290,000 | | Andra Rush | $282,500 | $0 | $0 | $0 | $0 | $0 | $282,500 | | David A. Sachs | $180,000 | $270,000 | $0 | $0 | $0 | $0 | $450,000 | | Seun Salami | $20,000 | $270,000 | $0 | $0 | $0 | $0 | $290,000 |

  18. 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. |

  19. 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. |

  20. SUSTAINABILITY AT TEREX

    | CEO’s 2025 Total Direct Compensation Mix | Other NEO’s 2025 Total Direct Compensation Mix | | | | | ☐ Base Salary | | | ☐ Bonus/Performance-based annual incentive compensation | | | ☐ Long-term incentive compensation (performance-based and time-based restricted stock awards) | | | ☐ Compensation that is at risk | |

  21. SUSTAINABILITY AT TEREX

    | Peer Group | | | •AGCO Corporation •Allison Transmission Holdings, Inc. •Dauch Corporation (formerly American Axle & Manufacturing Holdings, Inc.) •BorgWarner Inc. •Carlisle Companies Inc. •Dana Inc. •Dover Corporation •Flowserve Corporation •The Greenbrier Companies, Inc. | •Hubbell Inc. •Hyster-Yale, 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 |

  22. SUSTAINABILITY AT TEREX

    | Short-Term Compensation |

  23. SUSTAINABILITY AT TEREX

    | Quantitative Annual Incentive Goal | Quantitative Annual Incentive Target Amount | Amount for Achievement of Quantitative Targets | | NWC | $221,446 | $74,406 | | Operating Profit | $664,337 | $544,757 | | Total | $885,783 | $619,163 |

  24. SUSTAINABILITY AT TEREX

    | Qualitative Annual Incentive Goal | Qualitative Annual Incentive Target Amount | Amount for Achievement of Qualitative Targets | | Safety | $22,145 | $22,145 | | Financial, Governance & Compliance | $77,506 | $77,506 | | Talent and Culture | $33,217 | $33,217 | | Strategy | $88,578 | $88,578 | | Total | $221,446 | $221,446 |

  25. SUSTAINABILITY AT TEREX

    | Long-Term Incentive Compensation |

  26. SUSTAINABILITY AT TEREX

    | Long-Term Incentive Awards | | | | Named Executive Officer | Performance-Based | Time-Based | | Simon Meester | 65% | 35% | | Jennifer Kong-Picarello | 65% | 35% | | Julie Beck* | NA | NA | | Scott Posner | 65% | 35% | | Kieran Hegarty | 65% | 35% | | Patrick Carroll | 65% | 35% | | *Ms. Beck did not receive any long-term incentive award grants in 2025 as she departed from the Company. | | |

  27. SUSTAINABILITY AT TEREX

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

  28. SUSTAINABILITY AT TEREX

    | Sign-On Long-Term Incentive Award | | | | | Named Executive Officer | Shares of Stock Awarded | Grant Date Fair Value of Stock Award(1) | Vesting | | Jennifer Kong-Picarello | 28,256 | $1,299,472 | The shares of Restricted Stock will vest as follows: 1∕3 on February 28, 2026, 1∕3 on February 28, 2027 and 1∕3 on February 28, 2028.(2) |

  29. SUSTAINABILITY AT TEREX

    | Summary Compensation Table |

  30. SUSTAINABILITY AT TEREX

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Simon Meester President and Chief Executive Officer | 2025 | $961,538 | $0 | $5,203,318 | $0 | $840,609 | $0 | $289,525 | $7,294,990 | | | 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 | | Jennifer Kong-Picarello Senior Vice President, Chief Financial Officer | 2025 | $575,000 | $500,000 | $2,720,866 | $0 | $336,648 | $0 | $374,594 | $4,507,108 | | Julie Beck(6) Former Senior Vice President and Chief Financial Officer | 2025 | $205,994 | $0 | $0 | $0 | $0 | $0 | $710,424 | $916,418 | | | 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 | | Scott Posner Senior Vice President, General Counsel and Secretary | 2025 | $559,184 | $0 | $1,218,338 | $0 | $318,674 | $0 | $136,000 | $2,232,196 | | | 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 | | Kieran Hegarty(7) President, Materials Processing | 2025 | $563,913 | $0 | $1,269,102 | $0 | $254,455 | $0 | $121,372 | $2,208,842 | | | 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 | | Patrick Carroll President, Environmental Solutions | 2025 | $480,000 | $0 | $1,116,810 | $0 | $413,683 | $0 | $67,959 | $2,078,452 |

  31. SUSTAINABILITY AT TEREX

    | Grants of Plan-Based Awards |

  32. SUSTAINABILITY AT TEREX

    | Outstanding Equity Awards at Fiscal Year-End |

  33. SUSTAINABILITY AT TEREX

    | Option Exercises and Stock Vested |

  34. SUSTAINABILITY AT TEREX

    | Nonqualified Deferred Compensation |

  35. SUSTAINABILITY AT TEREX

    | Potential Payments Upon Termination or Change in Control |

  36. 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 | $1,950,000 | 0 | $1,950,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $3,363,750 | 0 | $3,363,750 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $2,738,880 | 0 | $3,538,783 | $3,538,783 | $3,538,783 | | Restricted Shares (performance-based) | 0 | 0 | $700,045 | 0 | $7,343,599 | $7,343,599 | $7,343,599 | | 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 | $54,000(1) | 0 | $54,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $164,000(1) | 0 | $164,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $1,054,000 | $1,054,000 | $1,461,000 | $1,054,000 | $1,461,000 | $1,054,000 | $1,461,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $1,244,599(3) |

  37. 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 | $650,000 | 0 | $650,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $487,500 | 0 | $975,000 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $728,482 | 0 | $2,185,680 | $2,185,680 | $2,185,680 | | Restricted Shares (performance-based) | 0 | 0 | 0 | 0 | $1,205,056 | $1,205,056 | $1,205,056 | | 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 | $2,000(1) | 0 | $2,000(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $18,000(1) | 0 | $18,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $8,000(1) | 0 | $8,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $140,000 | $140,000 | $688,000 | $140,000 | $688,000 | $140,000 | $688,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $2,043,388(3) |

  38. 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 | $564,300 | 0 | $564,300 | 0 | 0 | | Annual Incentive | 0 | 0 | $423,225 | 0 | $846,450 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $388,584 | 0 | $860,401 | $860,401 | $860,401 | | Restricted Shares (performance-based) | 0 | 0 | $325,743 | 0 | $2,026,078 | $2,026,078 | $2,026,078 | | 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 | $2,000(1) | 0 | $2,000(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $27,000(1) | 0 | $27,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $83,000(1) | 0 | $83,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $2,667,000 | $2,667,000 | $2,667,000 | $2,667,000 | $2,667,000 | $2,667,000 | $2,667,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $1,746,686(3) |

  39. 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 | $1,133,382 | 0 | $1,133,382 | 0 | 0 | | Annual Incentive | 0 | 0 | $1,275,055 | 0 | $1,275,055 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $1,688,691 | 0 | $1,883,809 | $1,883,809 | $1,883,809 | | Restricted Shares (performance-based) | 0 | 0 | $592,278 | 0 | $2,552,352 | $2,552,352 | $2,552,352 | | 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 | $8,000(1) | 0 | $8,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $55,000(1) | 0 | $55,000(1) | 0 | 0 | | Retirement Plan Payments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $1,700,000(1) | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | 0 |

  40. 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 | $480,000 | 0 | $480,000 | 0 | 0 | | Annual Incentive | 0 | 0 | $336,000 | 0 | $672,000 | 0 | 0 | | Restricted Shares (time-based) | 0 | 0 | $1,451,225 | 0 | $3,074,240 | $3,074,240 | $3,074,240 | | Restricted Shares (performance-based) | 0 | 0 | 0 | 0 | $946,830 | $946,830 | $946,830 | | 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 | $2,000(1) | 0 | $2,000(1) | 0 | 0 | | Health and Welfare Premiums | 0 | 0 | $19,000(1) | 0 | $19,000(1) | 0 | 0 | | Other Benefits | 0 | 0 | $8,000(1) | 0 | $8,000(1) | 0 | 0 | | Retirement Plan Payments(2) | $85,000 | $85,000 | $85,000 | $85,000 | $85,000 | $85,000 | $85,000 | | Life Insurance Proceeds | 0 | 0 | 0 | 0 | 0 | $900,000 | 0 | | Disability Benefits | 0 | 0 | 0 | 0 | 0 | 0 | $611,259(3) |

  41. SUSTAINABILITY AT TEREX

    | CEO PAY RATIO |

  42. SUSTAINABILITY AT TEREX

    | PAY VERSUS PERFORMANCE |

  43. 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 | | | | 2025 | $— | $7,294,990 | $— | $9,546,329 | $2,388,603 | $2,876,076 | $163 | $160 | $221 | 11.6% | | 2024 | $— | $6,619,371 | $— | $4,045,537 | $2,015,680 | $755,552 | $139 | $147 | $336 | 21.1% | | 2023 | $10,208,430 | $— | $21,648,207 | $— | $3,012,548 | $4,371,853 | $171 | $132 | $518 | 28.9% | | 2022 | $9,778,425 | $— | $10,488,051 | $— | $2,155,049 | $2,295,919 | $125 | $105 | $300 | 21.7% | | 2021 | $9,540,015 | $— | $15,777,895 | $— | $2,426,224 | $3,531,383 | $127 | $123 | $221 | 18.8% |