Form 4: Terex CFO Jennifer Kong-Picarello Reports Acquisition of Restricted Stock Units

Jennifer Kong-Picarello, CFO of Terex Corporation, reports the acquisition of restricted stock units (RSUs) under the company's long-term incentive plans.

Summary

• On March 15, 2025, Jennifer Kong-Picarello, the Senior Vice President and CFO of Terex Corporation, acquired several tranches of restricted stock units (RSUs).
• 12,156 RSUs will vest in three equal installments on March 15 of 2026, 2027, and 2028, contingent upon continued employment.
• An additional 11,288 RSUs will vest in the first quarter of 2028 if Terex achieves a targeted return on invested capital (ROIC) in each of 2025, 2026, and 2027; the number of RSUs is subject to adjustment based on ROIC performance.
• Another 11,288 RSUs will vest in the first quarter of 2028 if Terex achieves a targeted percentile rank against a peer group for three-year annualized total shareholder return (TSR) for the period January 1, 2025 December 31, 2027; the number of RSUs is subject to adjustment based on TSR performance.
• Following these transactions, Kong-Picarello directly owns 62,988 shares of Terex common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a standard disclosure of executive compensation, with no inherently positive or negative implications.

Positives

• The granting of RSUs aligns the CFO's interests with the long-term performance of the company.
• The vesting of RSUs is tied to specific performance metrics (ROIC and TSR), incentivizing the CFO to drive value creation.

Risks

• The value of the RSUs is dependent on the future stock price of Terex, which is subject to market fluctuations.
• The vesting of the performance-based RSUs is contingent on achieving specific ROIC and TSR targets, which may not be met.

Future Outlook

The vesting of the RSUs is contingent on continued employment and the achievement of specific ROIC and TSR targets over the next few years.

Industry Context

This filing is a routine disclosure of insider transactions and reflects standard compensation practices for executives in publicly traded companies, aligning their interests with shareholder value through equity-based compensation.

Comparison to Industry Standards

• Granting restricted stock units (RSUs) to key executives is a common practice among publicly traded companies to align management's interests with those of shareholders.
• Performance-based vesting criteria, such as ROIC and TSR targets, are also frequently used to incentivize executives to achieve specific financial goals.
• Companies like Caterpillar, Deere & Company, and Komatsu, which are competitors of Terex, also utilize similar equity-based compensation plans for their executives.

Stakeholder Impact

• Shareholders may view the RSU grants positively as they align management's interests with the company's long-term performance.
• Employees may see the RSU grants as a sign of the company's commitment to incentivizing and retaining key executives.

Key Dates