Form 4: Terex Corp Executive Patrick S. Carroll Reports Acquisition and Disposal of Shares

Patrick S. Carroll, Pres. of Environmental Solutions at Terex Corp, reports acquiring and disposing of common stock and restricted stock units.

Summary

• On March 15, 2025, Patrick S. Carroll, Pres. of Environmental Solutions at Terex Corp, acquired 9,551 restricted stock units (RSUs) that will vest in three tranches: 1/3 on March 15, 2026, 1/3 on March 15, 2027, and 1/3 on March 15, 2028, contingent upon continued employment.
• Carroll also acquired 8,869 RSUs on March 15, 2025, which 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.
• An additional 8,869 RSUs were acquired on the same date, vesting 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, with the number of RSUs subject to adjustment based on TSR performance.
• On March 17, 2025, 7,040 shares were withheld for payment of tax liability associated with the vesting of previously granted RSUs at a price of $40.31.
• Following these transactions, Carroll beneficially owns 91,242 shares of Terex Corp common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The transactions reflect standard executive compensation practices and align executive interests with long-term company performance. The vesting conditions based on ROIC and TSR suggest a focus on shareholder value.

Positives

• The granting of RSUs aligns executive compensation with the company's long-term performance, specifically ROIC and TSR.
• The vesting schedules of the RSUs incentivize continued employment and achievement of financial targets.

Negatives

• The withholding of shares to cover tax liabilities reduces the executive's direct ownership stake.

Risks

• The vesting of RSUs is contingent upon continued employment, creating a potential risk if the executive leaves the company.
• The number of RSUs vesting based on ROIC and TSR is subject to adjustment, introducing uncertainty in the ultimate value of the grants.

Future Outlook

The vesting of RSUs is tied to future company performance (ROIC and TSR) and continued employment of the reporting person.

Industry Context

Executive compensation packages often include RSUs to align management interests with shareholder value and long-term company performance. The use of ROIC and TSR as vesting conditions is a common practice.

Comparison to Industry Standards

• Many companies in the industrial sector, such as Caterpillar and Deere & Company, utilize similar long-term incentive plans that include RSUs with performance-based vesting conditions.
• These plans often tie vesting to metrics like ROIC, TSR, and revenue growth, aligning executive compensation with key drivers of shareholder value.
• The specific vesting schedules and performance targets vary by company, reflecting differences in strategic priorities and industry dynamics.

Stakeholder Impact

• Shareholders: The RSU grants aim to align management's interests with shareholder value through ROIC and TSR performance metrics.
• Employees: The vesting of RSUs based on continued employment incentivizes retention.

Key Dates