Form 4: Terex Corp Director Simon Meester Reports Changes in Beneficial Ownership

Simon Meester, a Director and President and CEO of Terex Corp, reports transactions involving restricted stock units and common stock.

Summary

• On March 15, 2025, Simon Meester acquired 44,499 restricted stock units (RSUs) that will vest in three equal installments on March 15 of 2026, 2027, and 2028, contingent upon continued employment.
• On the same date, Meester also acquired 41,320 RSUs that 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) from January 1, 2025, to December 31, 2027; the number of RSUs is subject to adjustment based on TSR performance.
• Additionally, on March 15, 2025, Meester acquired another 41,320 RSUs that 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.
• On March 17, 2025, 9,729 shares were withheld for payment of tax liability associated with the vesting of previously granted restricted stock awards at a price of $40.31.
• Following these transactions, Meester beneficially owns 230,775 shares of Terex Corp common stock, including reported restricted stock units.

Sentiment

Score: 6

Explanation: The document is neutral in sentiment as it primarily reports routine insider transactions related to equity compensation. The vesting conditions based on TSR and ROIC suggest a focus on long-term performance, which is mildly positive.

Positives

• The granting of RSUs aligns executive compensation with long-term company performance, specifically TSR and ROIC.

Risks

• The vesting of RSUs is contingent upon continued employment, creating a potential risk if the reporting person leaves the company before the vesting dates.
• The vesting of a portion of the RSUs is dependent on achieving specific TSR and ROIC targets, which may not be met.

Future Outlook

The document outlines future vesting dates for RSUs based on continued employment and the achievement of specific TSR and ROIC targets through 2027 and 2028.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies to align management interests with shareholder value. The use of TSR and ROIC as vesting conditions is a standard practice in executive compensation within the industry.

Comparison to Industry Standards

• Companies like Caterpillar and Deere & Company also use long-term incentive plans with performance-based vesting conditions such as TSR and ROIC.
• The vesting schedules and performance metrics are generally in line with industry standards for executive compensation.
• The specific targets for TSR and ROIC would need to be compared to those of peer companies to assess the difficulty and competitiveness of the goals.

Stakeholder Impact

• Shareholders may view the RSU grants positively as they align management's interests with long-term company performance.
• Employees may be motivated by the potential for similar equity compensation opportunities.

Key Dates