Form 4: Terex Corp Executive Scott Posner Reports Acquisition and Disposal of Shares

Scott Posner, a Senior Vice President and General Counsel at Terex Corp, reported the acquisition of restricted stock units and the disposal of shares to cover tax liabilities.

Summary

• On March 15, 2025, Scott Posner, Senior VP, Gen Counsel & Secretary of Terex Corporation, acquired 10,419 restricted stock units (RSUs) that will vest in three equal installments on March 15 of 2026, 2027 and 2028.
• Posner also acquired 9,675 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 9,675 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; the number of RSUs is subject to adjustment based on TSR performance.
• On March 17, 2025, 5,705 shares were withheld at a price of $40.31 to cover tax liabilities associated with the vesting of previously granted restricted stock awards.
• Following these transactions, Posner beneficially owns 75,119 shares of Terex Corp common stock, including reported restricted stock units.

Sentiment

Score: 6

Explanation: The document reflects routine insider transactions related to executive compensation. The sentiment is neutral as it doesn't indicate significant positive or negative developments for the company.

Positives

• The acquisition of RSUs indicates a long-term incentive for the executive, aligning his interests with the company's performance.

Negatives

• The disposal of shares to cover tax liabilities, while routine, represents a reduction in the executive's direct holdings.

Risks

• The vesting of RSUs is contingent upon continued employment and the achievement of specific performance targets (ROIC and TSR), which may not be met.

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 through stock options and RSUs is a common practice in publicly traded companies to align management's interests with those of shareholders.

Comparison to Industry Standards

• Terex's use of ROIC and TSR as performance metrics for RSU vesting is consistent with industry standards for executive compensation.
• Companies like Caterpillar and Deere also use similar metrics to incentivize their executives.

Stakeholder Impact

• The transactions have a minor impact on shareholders as they reflect routine executive compensation adjustments.

Key Dates