Form 4: Terex Executive Kieran Hegarty Reports Acquisition and Disposal of Shares

Kieran Hegarty, a Terex executive, reports the acquisition of restricted stock units and disposal of shares to cover tax liabilities.

Summary

• On March 15, 2025, Kieran Hegarty acquired 10,853 restricted stock units (RSUs) that vest in three equal installments on March 15 of 2026, 2027, and 2028, contingent upon continued employment.
• Hegarty also acquired 10,078 RSUs that 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.
• Additionally, Hegarty acquired 10,078 RSUs that 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; the number of RSUs is subject to adjustment based on TSR performance.
• On March 17, 2025, 12,377 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, Hegarty beneficially owns 191,398 shares of Terex common stock, including restricted stock units.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a routine filing detailing stock transactions. The vesting of RSUs based on performance metrics is a positive sign, but the disposal of shares for tax liabilities is a minor negative.

Positives

• The granting of RSUs aligns executive compensation with the company's long-term performance, specifically ROIC and TSR.

Negatives

• The disposal of shares to cover tax liabilities reduces Hegarty's direct ownership of Terex stock.

Risks

• The vesting of RSUs is contingent upon continued employment, creating a retention risk.
• The vesting of performance-based RSUs is subject to Terex achieving specific ROIC and TSR targets, 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

This filing is a routine disclosure of executive compensation and stock ownership changes, common in publicly traded companies. It reflects the company's use of equity-based compensation to align executive interests with shareholder value.

Comparison to Industry Standards

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

Stakeholder Impact

• Shareholders may view the equity-based compensation as a positive incentive for management to improve company performance.
• Employees may see the RSU grants as a sign of the company's commitment to rewarding performance.

Key Dates