Form 4: Terex Corp Executive Amy George Reports Changes in Beneficial Ownership

Senior VP of Human Resources at Terex Corp, Amy George, reports acquisition and disposal of common stock and restricted stock units (RSUs) related to long-term incentive plans.

Summary

• Amy George, Senior VP of Human Resources at Terex Corp, filed a Form 4 detailing changes in beneficial ownership.
• On March 15, 2025, Ms. George acquired 6,078 RSUs that will vest in three equal installments on March 15 of 2026, 2027, and 2028, contingent upon continued employment.
• She also acquired 5,644 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 attainment.
• An additional 5,644 RSUs were acquired, 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 attainment.
• On March 17, 2025, 3,921 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, Ms. George beneficially owns 101,981 shares of common stock directly and 14 shares indirectly through a 401(k) plan.

Sentiment

Score: 5

Explanation: This is a neutral disclosure of insider transactions. It doesn't inherently indicate positive or negative sentiment about the company's prospects.

Risks

• The vesting of the RSUs is contingent upon continued employment, creating a risk of forfeiture if employment is terminated before the vesting dates.
• The number of RSUs vesting based on ROIC and TSR is subject to adjustment, creating uncertainty about the final number of shares that will be received.

Future Outlook

The document outlines future vesting dates for RSUs based on continued employment and the achievement of specific performance metrics (ROIC and TSR) over the next few years.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. It provides transparency into the trading activities of company executives and their alignment with shareholder interests through equity-based compensation.

Comparison to Industry Standards

• Equity compensation, including RSUs, is a standard practice among publicly traded companies to incentivize executives and align their interests with those of shareholders.
• The vesting schedules and performance metrics (ROIC and TSR) are typical components of long-term incentive plans.
• Companies like Caterpillar, Deere, and Komatsu, which are competitors of Terex, also utilize similar equity compensation plans for their executives.

Stakeholder Impact

• Shareholders may view this filing as an indication of management's alignment with their interests through equity ownership.
• Employees may be impacted by the performance metrics (ROIC and TSR) that determine the vesting of RSUs.

Key Dates