Form 4: Terex Corp Executive Joshua Gross Reports Stock Transactions

Joshua Gross, President Aerials at Terex Corp, reports acquisition and disposal of common stock and restricted stock units.

Summary

• On March 15, 2025, Joshua Gross acquired 9,117 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, Gross acquired 8,466 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, with the number of RSUs subject to adjustment based on ROIC performance.
• Also on March 15, 2025, Gross acquired another 8,466 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) 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, 1,729 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, Gross beneficially owns 44,096 shares of Terex Corp common stock, including reported restricted stock units.

Sentiment

Score: 6

Explanation: Neutral sentiment as it's a routine disclosure of stock transactions. The vesting conditions tied to ROIC and TSR are mildly positive, suggesting a focus on performance.

Positives

• The granting of RSUs to a key executive aligns their interests with the long-term performance of the company.
• The vesting of RSUs is tied to ROIC and TSR performance, incentivizing the executive to improve these metrics.

Risks

• The vesting of RSUs is contingent upon continued employment, creating a potential risk if the executive leaves the company before the vesting dates.
• The number of RSUs tied to ROIC and TSR is subject to adjustment, which could result in a lower payout if the company underperforms.

Future Outlook

The vesting of RSUs is tied to future performance metrics (ROIC and TSR) over the next few years, indicating a focus on long-term value creation.

Industry Context

Executive compensation packages often include stock-based awards to align management's interests with those of shareholders. The use of ROIC and TSR as performance metrics is common in the industry.

Comparison to Industry Standards

• Many companies in the industrial sector use a combination of time-based and performance-based vesting for equity awards.
• Peer companies like Caterpillar and Deere also utilize ROIC and TSR as key performance indicators in their executive compensation plans.
• The specific ROIC and TSR targets are not disclosed, making it difficult to assess the rigor of the performance requirements compared to industry benchmarks.

Stakeholder Impact

• Shareholders: The RSU grants align executive interests with shareholder value creation.
• Employees: The RSU grants may serve as a motivation for other employees.

Key Dates