Form 4: Terex Executive's Equity Transactions Revealed

Terex Corporation's President of Aerials, Joshua Gross, reported the acquisition of new restricted stock units and the withholding of shares for tax purposes.

Summary

• Joshua Gross, President Aerials of Terex Corporation, reported equity transactions on March 15, 2026.
• 1,891 shares of common stock were withheld for tax liability associated with the scheduled vesting of previously granted restricted stock, at a price of $59.41 per share.
• Acquired 6,186 restricted stock units (RSUs) that will vest in three equal annual installments: 1/3 on March 15, 2027; 1/3 on March 15, 2028; and 1/3 on March 15, 2029, subject to continued employment.
• Acquired 5,744 performance-based RSUs contingent on achieving a targeted Return on Invested Capital (ROIC) in each of 2026, 2027, and 2028, with vesting in the first quarter of 2029. The number of RSUs is subject to adjustment based on ROIC attainment.
• Acquired another 5,744 performance-based RSUs contingent on achieving a targeted percentile rank against a peer group for three-year annualized Total Shareholder Return (TSR) for the period January 1, 2026 December 31, 2028, with vesting in the first quarter of 2029. The number of RSUs is subject to adjustment based on TSR attainment.
• Following these transactions, Gross beneficially owns 54,520 shares of common stock, which includes previously reported restricted stock units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, as the new RSU grants, particularly the performance-based ones, align executive incentives with long-term shareholder value creation through specific financial and market performance targets.

Positives

• The new RSU grants align executive interests with long-term shareholder value creation.
• Performance-based RSUs incentivize specific financial (ROIC) and market (TSR) performance, linking executive compensation directly to company success.

Negatives

• 1,891 shares were withheld for tax purposes, reducing the executive's direct share ownership, though this is a standard practice upon RSU vesting.

Risks

• Vesting of 6,186 employment-based RSUs is contingent on Joshua Gross's continued employment with Terex Corporation on each vesting date.
• Vesting of 5,744 ROIC-based RSUs is subject to the company achieving a targeted Return on Invested Capital (ROIC) in 2026, 2027, and 2028. The final number of RSUs can be adjusted up or down based on attainment.
• Vesting of 5,744 TSR-based RSUs is subject to the company achieving a targeted percentile rank against a peer group for three-year annualized Total Shareholder Return (TSR) for the period January 1, 2026 December 31, 2028. The final number of RSUs can be adjusted up or down based on attainment.

Future Outlook

The RSU grants, particularly the performance-based ones tied to ROIC and TSR through 2028 and 2029, indicate management's strategic focus on achieving specific financial and market performance targets, aligning executive incentives with long-term company growth and shareholder returns.

Industry Context

StockSavvy.ai notes that linking executive compensation to performance metrics like Return on Invested Capital (ROIC) and Total Shareholder Return (TSR) is a common practice in the industrial machinery sector. This approach aims to align executive incentives with long-term shareholder value creation and operational efficiency, consistent with best practices for executive compensation in mature industries.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) with both time-based and performance-based vesting is a standard compensation practice for executives in large industrial companies, similar to structures observed at Caterpillar (CAT) or Deere & Company (DE).
• Tying a portion of equity awards to Return on Invested Capital (ROIC) is a common metric used by companies such as Honeywell (HON) to drive capital efficiency and profitable growth.
• Utilizing Total Shareholder Return (TSR) relative to a peer group is a widely adopted approach, seen in companies like General Electric (GE) or 3M (MMM), to ensure executive pay reflects market performance against competitors.

Stakeholder Impact

• Shareholders: The executive compensation structure aligns management's interests with shareholder value creation through performance-based incentives (ROIC, TSR).
• Employees: Continued employment is a condition for vesting of some RSUs, incentivizing the retention of key executives.

Next Steps

• Vesting of 6,186 employment-based RSUs on March 15, 2027, March 15, 2028, and March 15, 2029, subject to continued employment.
• Vesting of 5,744 ROIC-based RSUs in Q1 2029, contingent on achieving targeted ROIC for 2026-2028.
• Vesting of 5,744 TSR-based RSUs in Q1 2029, contingent on achieving targeted TSR percentile rank for 2026-2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and equity transactions, which do not inherently provide new information to warrant a change in investment recommendation. The grants align executive incentives with long-term company performance, which is generally a positive for shareholder value, but it is not a catalyst for immediate stock price movement. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Terex, TEX, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Joshua Gross, Equity Grant, ROIC, TSR, Performance Shares, Corporate Governance