DEF 14A 1 terexcorp-proxy.htm DEF 14A Document


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant S
Filed by a Party other than the Registrant £
Check the appropriate box:
£
Preliminary Proxy Statement
£
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
S
Definitive Proxy Statement
£
Soliciting Material under § 240.14a-12
TEREX CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
S
No fee required
£
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
£
Fee paid previously by written preliminary materials.
£
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2), and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:



terexlogo9a.jpg
TEREX CORPORATION
45 Glover Avenue, 4th Floor, Norwalk, Connecticut 06850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 6, 2021
The Annual Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”) will be held on Thursday, May 6, 2021, at 10:00 a.m., Eastern Time (the “Annual Meeting”). We are pleased to announce that this year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted live via the Internet. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/terex2021. At the Annual Meeting, the following items of business will be considered:
1.To elect eight (8) directors of the Company to hold office for one year or until their successors are duly elected and qualified.
2.To hold an advisory vote to approve the compensation of the Company’s named executive officers.
3.To approve an amendment to the Terex Corporation 2018 Omnibus Incentive Plan.
4.To ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2021.
5.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The foregoing items of business are described more fully in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Board of Directors of the Company has fixed the close of business on March 12, 2021 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting.
The United States Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to utilize these rules and believe that they enable us to provide our stockholders with the information that they need while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
On or about March 26, 2021, we will be mailing our Notice of Internet Availability of Proxy Materials to most of our stockholders, which contains instructions for our stockholders’ use of this process, including how to access our 2021 Proxy Statement and 2020 Annual Report and how to vote online. If you received only a Notice of Internet Availability of Proxy Materials this year, the Notice contains instructions on how you may receive a paper copy of the Proxy Statement and Annual Report.
EVERY STOCKHOLDER’S VOTE IS IMPORTANT. While all stockholders are invited to attend the Annual Meeting virtually via the Internet, we urge you to vote whether or not you will be present at the Annual Meeting. You may vote by telephone or via the Internet. If you received a paper copy of the proxy card by mail, you may complete, date and sign the proxy card and return it in the envelope provided. No postage is required if the proxy card is mailed in the United States. You may withdraw your proxy or change your vote at any time before your proxy is voted, either by voting at the Annual Meeting, by proxy, by telephone or via the Internet. Please vote promptly in order to avoid the additional expense of further solicitation.
BY ORDER OF THE BOARD OF DIRECTORS,
SCOTT POSNER
Secretary
March 26, 2021
Norwalk, Connecticut



terexlogo9a.jpg
 TEREX CORPORATION
45 Glover Avenue, 4th Floor, Norwalk, Connecticut 06850
TABLE OF CONTENTS
Notice of 2021 Annual Meeting of Stockholders



PROXY SUMMARY
2021 ANNUAL MEETING OF STOCKHOLDERS
Date: Thursday, May 6, 2021
Time: 10:00 a.m. Eastern Time
Place: Live via the Internet at
www.virtualshareholdermeeting.com/terex2021

This proxy summary is intended to provide important information related to the Annual Meeting (as defined below). As this is only a summary, Terex Corporation (“Terex” or the “Company”) encourages you to read the entire Proxy Statement for more information prior to voting.

OUR PROACTIVE COVID-19 RESPONSE

As with many other businesses, we faced unprecedented challenges in our operations from COVID-19. Terex continues to proactively address the implications from COVID-19, and our team members are working together to serve our customers while following strict preventive guidelines to ensure everyone’s safety. In March 2020, we quickly established a cross-functional Coronavirus Response Team that continues to meet on a regular basis to establish processes, share best practices and put appropriate protocols in place globally.

We are taking stringent precautions. From the earliest days of the outbreak, Terex implemented the advice and guidance of the Centers for Disease Control and Prevention and the World Health Organization as well as following local country directives and guidance. Where practical, many team members are working remotely. We implemented strict travel restrictions and limited onsite visitors. For those working on-site, we are following recommended preventive protocols including health and thermal checks, face coverings, distancing, reducing team member concentration, disinfecting surfaces, sending team members home if they feel ill, and following guidelines for quarantine and other steps to keep the work environment safe. The COVID-19 pandemic has also created stress that affects both individuals and families and we have provided emotional support services for our team members.

We are pleased with the level of cooperation from our team members, keeping themselves, their colleagues and our customers safe.

WE ARE COMMITTED TO DIVERSITY, EQUITY & INCLUSION

Terex is committed to increasing and retaining demographic diversity at all levels of our global workforce. We extend a warm welcome to team members of every race, gender, age, religion, identity or experience. We encourage, value and support non-majority team members in all of our facilities worldwide. We actively seek their engagement and partnership, as we understand that diversity of background, thought and experience leads to improved problem-solving and greater innovation.

We want all of our team members to have the opportunity to reach their full potential in support of Terex goals. Our culture is
defined by our Terex Way values — Integrity, Respect, Improvement, Servant Leadership, Courage and Citizenship. Our values of Respect and Improvement guide us to maintain an inclusive, supportive, equitable, and safe workplace, and to encourage and embrace diverse voices.

Diversity in and of itself is not sufficient. We strive to be fair and impartial in our decisions, ensuring Equity within our workplace. By doing so, we create a sense of Inclusion for all our team members. We are committed to Diversity, Equity & Inclusion so we can make Terex the kind of place where every team member feels valued, listened to, and appreciated.

In 2020, we committed to expand our primary Diversity, Equity & Inclusion focus areas to include race and ethnicity, to ensure that members of under-represented groups have a sense of belonging and can thrive within our organization.

WE HAVE AN ENGAGED, DIVERSE AND INDEPENDENT BOARD OF DIRECTORS

The Terex Board of Directors (the “Board”) is committed to ethical conduct and good corporate governance. Our Board oversees the strategic direction of our company, promotes the long-term interests of our shareholders, and drives management accountability.

Directors are selected to serve on our Board based on their integrity, diversity, experience, sound judgment in areas relevant to the Company’s businesses, and willingness to commit the time required to the Board.

We are proud of the diversity of our Board. Three of our eight directors are women, one is Caribbean-American, and one is Native American. Our directors are also diverse in their skills and experiences in industry, operations, financial, international or other attributes.













terexlogo9a.jpg
2021 PROXY STATEMENT
1

PROXY SUMMARY
General Information About the Annual Meeting and Voting
This Proxy Statement is furnished to stockholders of Terex in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m., Eastern Time, on May 6, 2021, virtually via the Internet at www.virtualshareholdermeeting.com/terex2021 and at any adjournments or postponements thereof (collectively, the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”).
During the Annual Meeting, the Company will also give stockholders the opportunity to ask questions of the Company’s Compensation Committee chairperson and provide feedback on the Company’s executive compensation program.
As of March 12, 2021, the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, the Company had outstanding 69,726,653 shares of common stock, $.01 par value per share (“Common Stock”).
Under rules and regulations of the United States Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner of our Common Stock, we are furnishing proxy materials, which include our Proxy Statement and Annual Report, to our stockholders over the Internet and providing a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) by mail to all of our stockholders, other than to stockholders who previously elected to receive a printed copy of the proxy materials. Those stockholders that previously elected to receive printed proxy materials will each receive such materials by mail. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Internet Notice. Instead, the Internet Notice will instruct you how you may access and review all of the important information contained in the proxy materials over the Internet. The Internet Notice also instructs you how you may submit your proxy via telephone or the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Internet Notice.
We are mailing the Internet Notice to our stockholders on or about March 26, 2021.
Each share of Common Stock is entitled to one vote per share for each matter to be voted on at the Annual Meeting. Nominees for the Board will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Each other matter to be voted upon at the meeting requires the affirmative vote of a majority of the
shares of Common Stock present in person or represented by proxy and entitled to vote.
A quorum of stockholders is constituted by the presence, in person or by proxy, of holders of record of Common Stock representing a majority of the aggregate number of votes entitled to be cast. Abstentions and broker non-votes will be considered present for purposes of determining the presence of a quorum. With respect to all matters to be voted upon at the Annual Meeting, abstentions will have the effect of a negative vote and broker non-votes will not be considered as votes cast and thus will have no effect on the outcome of the vote.
Proxy solicitations by the Board will be made by mail, by phone, via the Internet or by personal interviews conducted by officers or employees of the Company. All costs of solicitations, including (a) printing and mailing of the Notice of Internet Availability of Proxy Materials, (b) the printing and mailing of this Proxy Statement and accompanying material, (c) the reimbursement of brokerage firms and others for their expenses in forwarding solicitation material to the beneficial owners of the Company’s stock, and (d) supplementary solicitations to submit proxies, if any, will be borne by the Company.
terexlogo9a.jpg
2
2021 PROXY STATEMENT

PROXY SUMMARY
How To Vote
In order that your shares of Common Stock may be represented at the Annual Meeting, you are requested to vote your proxy using one of the following methods:
image_71a.jpg
image_81a.jpg
image_91a.jpg
image_101a.jpg
using the internet at
www.proxyvote.com
call the number included on your proxy card or noticemail your signed proxy or
voting instruction form
scan this QR code
to vote with your mobile
device
Brokers may not vote your shares on the election of directors or regarding the compensation of the Company’s named executive officers in the absence of your specific instructions as to how to vote. The Company encourages you to provide instructions to your broker regarding the voting of your shares.
If you vote via the Internet, by telephone, with your mobile device or by mailing a proxy card, we will vote your shares as you direct. For each item being submitted for stockholder vote, you may vote “for” or “against” the proposal or you may abstain from voting.
If you submit a proxy via the Internet, by telephone, with your mobile device or by mailing a proxy card without indicating your instructions, we will vote your shares consistent with the recommendations of our Board as stated in this Proxy Statement and in the Internet Notice, specifically in favor of our nominees for directors, in favor of the compensation of the Company’s named executive officers, in favor of approval of the amendment of the Terex Corporation 2018 Omnibus Incentive Plan and in favor of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. If any other matters are properly presented at the Annual Meeting for consideration, then our officers named on your proxy will have discretion to vote for you on those matters. As of the date of the
Internet Notice, we know of no other matters to be presented at the Annual Meeting.
Revocation of Proxies – Any stockholder giving a proxy has the right to attend the Annual Meeting to vote his or her shares of Common Stock (thereby revoking any prior proxy). Any stockholder also has the right to revoke the proxy at any time by executing a later-dated proxy, by telephone, via the Internet or by written revocation received by the Secretary of the Company prior to the time the proxy is voted. All properly executed and unrevoked proxies delivered pursuant to this solicitation, if received at or prior to the Annual Meeting, will be voted at the Annual Meeting.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROXY STATEMENT.

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS
ProposalBoard Voting
Recommendation:
Page Reference
(for more detail):
Proposal 1: Election of directorsFor4
Proposal 2: Advisory vote to approve the compensation of the named executive officersFor17
Proposal 3: Approval of an Amendment to the Terex Corporation 2018 Omnibus Incentive PlanFor42
Proposal 4: Ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2021For47
terexlogo9a.jpg
2021 PROXY STATEMENT
3


DIRECTORS AND GOVERNANCE
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, eight (8) directors of the Company are to be elected to hold office until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Each director shall be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Unless marked to the contrary, the proxies received by the Company will be voted FOR the election of the eight nominees listed below, all of whom are presently members of the Board.
Each nominee has consented to being named in this Proxy Statement and to serve as a director if elected. However, should any of the nominees for director decline or become unable to accept nomination if elected, it is intended that the Board will vote for the election of such other person as director as it shall designate. The Company has no reason to believe that any nominee will decline or be unable to serve if elected.
In the event of an uncontested election, as is the case this year, any nominee for director who is a current director and receives less than a majority of the votes cast in person or by proxy at the Annual Meeting shall offer to resign from the Board. While the Board does not believe that in each such case a director should necessarily leave the Board, this presents an opportunity for the Board, through its Governance and Nominating Committee, to consider the resignation offer.
The information set forth below has been furnished to the Company by the nominees and sets forth for each nominee, as of
March 24, 2021, such nominee’s name, business experience for at least the past five years, other directorships held and age. There is no family relationship between any nominee and any other nominee or executive officer of the Company. For information regarding the beneficial ownership of the Common Stock by the current directors of the Company, see “Security Ownership of Certain Beneficial Owners and Management.”
The Governance and Nominating Committee of the Board has nominated each of the following individuals based on various criteria, including, among others, a desire to maintain a balanced experience and knowledge base within the Board, the nominees’ personal integrity, independence, diversity, experience, sound judgment and willingness to devote necessary time and attention to properly discharge the duties of director, and the ability of the nominees to make positive contributions to the leadership and governance of the Company. All the nominees except for Mr. Rossi have been directors since last year’s annual meeting. Mr. Rossi, who joined the Board in January 2021, was recommended by a third-party search firm that the Governance and Nominating Committee retained to identify suitable director candidates.
The Board recommends that the stockholders vote FOR the following nominees for director.
NameAgePositions and
Offices with Company
First Year
As Company
Director
Paula H. J. Cholmondeley73Director2004
Donald DeFosset72Director1999
John L. Garrison, Jr.60Chairman and Chief Executive Officer2015
Thomas J. Hansen72Director2008
Sandie O’Connor54Director2020
Christopher Rossi56Director2021
Andra Rush60Director2017
David A. Sachs61Lead Director1992
terexlogo9a.jpg
4
2021 PROXY STATEMENT

DIRECTORS AND GOVERNANCE

Paula H. J. Cholmondeley
Business Experience: Paula H. J. Cholmondeley was a private consultant on strategic planning from 2004 through 2009. Ms. Cholmondeley served as Vice President and General Manager of Sappi Fine Paper, North America from 2000 through 2004, where she had profit and loss responsibility for their Specialty Products division. Ms. Cholmondeley held senior positions with various other companies from 1980 through 1998, including Owens Corning, The Faxon Company, Blue Cross of Greater Philadelphia, and Westinghouse Elevator Company, and also served as a White House Fellow assisting the U.S. Trade Representative during the Reagan administration. Ms. Cholmondeley, a former certified public accountant, is an alumnus of Howard University and received a Masters Degree in Accounting from the University of Pennsylvania, Wharton School of Finance. Ms. Cholmondeley is also a director of Bank of the Ozarks, Inc. and is an independent trustee of Nationwide Mutual Funds. Previously, Ms. Cholmondeley served as a director of Ultralife Corporation from 2004 through 2010, Albany International Corporation from 2005 to 2013, Minerals Technologies Inc. from 2005 to 2014, Dentsply International Inc. from 2001 to 2016 and Kapstone Paper and Packaging Corporation from 2016 to 2018.
Qualifications: Ms. Cholmondeley has significant financial and operations experience with several international manufacturing companies, held executive positions where she was responsible for operating manufacturing based businesses, leading strategic planning and involved in preparing financial statements as the chief financial officer of a large insurance company. She also has been heavily involved in technology development, as well as building, growing and selling manufacturing operations. Ms. Cholmondeley also currently serves as a part-time faculty member for the National Association of Corporate Directors (“NACD”). She is a NACD Board Leadership Fellow, was selected in 2015 to NACD Directorship 100, and is also a NACD Certified Director. As a result of these professional and other experiences, and as Ms. Cholmondeley is an African American female raised in the Caribbean, she brings diverse perspectives and experiences, which provides the Board with greater insight into the Company’s financial, operational and governance matters.
Donald DeFosset
Business Experience: Donald DeFosset retired in 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset served since November 2000 as President and CEO, and since March 2002 as Chairman, of Walter Industries. Previously, he was Executive Vice President and Chief Operating Officer of Dura Automotive Systems, Inc. (“Dura”), a global supplier of engineered systems, from October 1999 through June 2000. Before joining Dura, Mr. DeFosset served as a Corporate Executive Vice President, President of the Truck Group and a member of the Office of Chief Executive Officer of Navistar International Corporation from October 1996 to August 1999. Mr. DeFosset also serves as a director of National Retail Properties Inc., Regions Financial Corporation and ITT Corporation. Previously, Mr. DeFosset served as a director of James Hardie Industries N.V. from 2006 through 2008 and Enpro Industries, Inc. from 2008 through 2011.
Qualifications: Mr. DeFosset has considerable experience as a chief executive of a large diversified industrial company and as a senior executive of an international machinery manufacturer. Mr. DeFosset has been a member of the Board since 1999 and accordingly has an extensive knowledge of the Company. As a result, Mr. DeFosset provides the Board with key knowledge and insights into the Company’s manufacturing, operational and financial matters.
John L. Garrison, Jr.
Business Experience: John L. Garrison, Jr. was appointed President and Chief Executive Officer of Terex Corporation on November 2, 2015. Mr. Garrison was nominated to serve as Chairman of the Board effective August 15, 2018. Mr. Garrison also took on the additional responsibilities of President, Terex Aerial Work Platforms (AWP), effective June 8, 2020. Previously, Mr. Garrison was President and Chief Executive Officer of Bell Helicopter, a segment of Textron, Inc., since 2009. Prior to that, Mr. Garrison served as President of Textron’s industrial segment, which comprises four businesses: E-Z-GO golf cars, Greenlee, Jacobsen and Kautex. Prior to that he was President of E-Z-GO. Mr. Garrison joined Textron in 2002 from Azurix Corporation, a global water company, where he was President, Chairman and CEO. He was previously Vice President and General Manager of Case Corporation’s North American Agricultural Group, and Vice President and General Manager of the Case Agricultural Systems Group. Mr. Garrison also serves as a director of Flowserve Corporation.
Qualifications: Mr. Garrison is a proven leader with considerable experience across a variety of industries, including substantial operations experience as President of large international manufacturers. Based on his current role as Chairman and Chief Executive Officer of the Company, Mr. Garrison provides the Board with skillful leadership and insight into the Company’s global operations.
terexlogo9a.jpg
2021 PROXY STATEMENT
5

DIRECTORS AND GOVERNANCE
Thomas J. Hansen
Business Experience: Thomas J. Hansen retired in March 2012 as Vice Chairman of Illinois Tool Works Inc. (“ITW”), a manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment, and was responsible for ITW’s worldwide Automotive Components and Fastener, Fluids and Polymers, Industrial Metal and Plastic and Construction businesses. He served as Vice Chairman from 2006 until March 2012. From 1998 until May 2006, Mr. Hansen served as Executive Vice President of ITW. Mr. Hansen joined ITW in 1980 as sales and marketing manager of the Shakeproof Industrial Products businesses and held several other positions of increasing responsibility with the company. Mr. Hansen was a member of the Northern Illinois University’s Executive Club, a former member of the Economics Club of Chicago, the former Chairman of the ITW Better Government Council, and a former member of the Board of Trustees of MAPI (Manufacturers Alliance). Mr. Hansen also serves as a director of Mueller Water Products, Inc. and Standex International Corporation. Previously, Mr. Hansen served as a director of CDW Corporation from 2005 through 2008.
Qualifications: Mr. Hansen has served as a senior executive of a large diversified industrial manufacturing company facing the same set of external economic, social and governance issues as the Company. He also has significant experience in mergers and acquisitions and operating a company consisting of many business units brought together by acquisitions. As a result, Mr. Hansen provides the Board with a deep understanding of the complexities of operating a large multi-national business.
Sandie O’Connor
Business Experience: Sandie O’Connor recently retired as the Chief Regulatory Affairs Officer for JPMorgan Chase, a global financial services firm. In this capacity, she set the firm’s comprehensive regulatory strategy and led engagement with G-20 international standard setters, regulators and policymakers regarding evolving regulation and legislation. Using her extensive market expertise and deep understanding of capital flows, balance sheets and market liquidity she provided meaningful perspectives on impact on clients, business activity and economic growth. Concurrently, she served on several firm-wide governance committees and as Chair of the JPMorgan Chase Foundation Investment Committee. Prior to this role, she held several leadership positions spanning corporate functions as well as client facing businesses including Global Treasurer and head of Prime Services. Ms. O’Connor joined JPMorgan in 1988 and over a 30-year career, held positions of increasing responsibility within the company’s Investment Bank and Corporate divisions. Ms. O’Connor has served on several public/private teams to support the integrity and efficiency of markets including as Chair Emeritus of the Federal Reserve Board’s Alternative Reference Rates Committee and as a former member of the Treasury Markets Practices Group sponsored by the Federal Reserve Bank of NY. Ms. O’Connor has been a Board member of several financial services industry trade associations including Securities Industry and Financial Markets Association and is former Chair of the Global Financial Markets Association. Currently, Ms. O’Connor serves on a Task Force on Financial Stability, as well as on Advisory Committees for the Office of Financial Research and FDIC Systemic Resolution and is a member of the Economic Club of NY.
Qualifications: Ms. O’Connor is a recognized financial industry expert and leader with unique insights on how evolving market structure impacts behaviors of financial institutions, corporations and government. She has deep capital markets, balance sheet and risk management expertise as well as global business building experience. As a result of these professional experiences, Ms. O’Connor brings diverse experiences and global perspectives which are important for the Board, and she provides vital insight to the Board on many issues, including capital markets, treasury and liquidity related matters and enterprise risk.
Christopher Rossi
Business Experience: Christopher Rossi is President and Chief Executive Officer and a member of the Board of Directors of Kennametal, Inc. (“Kennametal”), a global supplier of tooling and industrial materials, and has served in such positions since August 2017. Prior to joining Kennametal, Mr. Rossi was CEO of Dresser-Rand at Siemens Aktiengesellschaft, from 2015 to 2017. Dresser-Rand is part of the Siemens business, a leading global supplier of custom-engineered rotating equipment solutions for the oil, gas, petrochemical, power and process industries. During his 30 years at Dresser-Rand, Mr. Rossi was responsible for various areas including Engineering, Production, Supply Chain Management, Sales and Business Development, and held numerous leadership positions including Executive Vice President of Global Operations, Vice President of Technology and Business Development, Executive Vice President of Product Services Worldwide, Vice President and General Manager of North American Operations, Vice President and General Manager of Painted Post Operation, and Vice President, Supply Chain Management Worldwide.
Qualifications: Mr. Rossi is a chief executive officer of a large international manufacturing company facing the same set of external economic, social and governance issues as the Company. Mr. Rossi is a highly experienced leader of complex global businesses with a track record of leading transformation and growth under all market conditions. As a sitting CEO, Mr. Rossi brings diverse manufacturing, technology, and strategy experience as well as leadership skills to the Company. He is a strong proponent of a vibrant corporate culture focused on performance and accountability, and we see an excellent fit with the Company. As a result, Mr. Rossi provides the Board with a deep and contemporaneous understanding of the complexities of operating a large multi-national business.
terexlogo9a.jpg
6
2021 PROXY STATEMENT

DIRECTORS AND GOVERNANCE
Andra Rush
Business Experience: Andra M. Rush is the founder, chair and CEO of the Rush Group family of companies, which includes Dakkota Integrated Systems, for which Ms. Rush is also the chair, president and CEO, and Rush Supply Chain Management. In such role, Ms. Rush leads one of the largest Native American-owned businesses in the United States. The Rush Group specializes in component manufacturing, complex assembly and sequencing, and supply chain management. Ms. Rush also previously founded and served as the chair and CEO of Rush Trucking Company, and the chair, CEO and managing member of Rush Supply Chain Management, until 2020. Ms. Rush previously served two terms on the U.S. Manufacturing Council, the principal private sector panel that advises the U.S. Commerce Secretary on government policies and programs and their impact on the manufacturing sector.
Qualifications: Ms. Rush is an accomplished executive officer of businesses that specialize in manufacturing components, complex assembly and sequencing, as well as supply chain management, logistics and freight distribution. Ms. Rush’s extensive knowledge and significant experience in supply chain and logistics is particularly valuable to the Company when handling any complicated sourcing matters. Additionally, as a result of her professional experiences, and as Ms. Rush is a Native American female, she brings diverse perspectives and experiences, which are important for the Board.
David A. Sachs
Business Experience: David A. Sachs is a Partner of Ares Management Corporation (“Ares”) and co-founder of the firm, where he serves as an investment committee member on Ares direct lending, tradable credit private equity group funds, as well as the Ares real estate group’s real estate debt and real estate equity investments. Mr. Sachs also serves as a Chairman and director of Ares Dynamic Credit Allocation Fund, Inc. and as a Chairman and trustee of CION Ares Diversified Credit Fund.
Qualifications: Mr. Sachs has extensive knowledge of global capital markets and is valuable to the Board’s discussions of the Company’s capital and liquidity needs. Mr. Sachs has been a member of the Board since 1992 and accordingly has an extensive knowledge of the Company. As a result, Mr. Sachs provides vital insight to the Board on many issues, including capital markets, treasury and liquidity related matters.

Summary of Director Skills, Experience & Attributes
DirectorCEO
Experience
Capital
Markets or
Public
Company
CFO
Experience
Industry/
Manufacturing
International
Business
Institutional
Knowledge
General
Financial
Acumen
Corporate
Governance/
Board
Experience
Independent
Paula H. J. Cholmondeley
Donald DeFosset 
John L. Garrison, Jr.
Thomas J. Hansen  
Sandie O’Connor
Christopher Rossi 
Andra Rush
David A. Sachs  
terexlogo9a.jpg
2021 PROXY STATEMENT
7

DIRECTORS AND GOVERNANCE
Summary of Director Diversity
GenderRace/Ethnicity
DirectorMaleFemaleAfrican American/ Caribbean AmericanAsian/Pacific IslanderWhite/CaucasianHispanic/LatinoNative American
Paula H. J. Cholmondeley
Donald DeFosset 
John L. Garrison, Jr.
Thomas J. Hansen 
Sandie O’Connor
Christopher Rossi
Andra Rush
David A. Sachs 
Board Meetings and Corporate Governance
The Board met eleven times in 2020 at regularly scheduled and special meetings. All of the directors in office during 2020 attended at least 75% of the meetings of the Board and all committees of the Board on which they served during 2020. It is the Company’s policy, as stated in the Company’s Governance
Guidelines (the “Guidelines”), that each director is expected to attend the annual meeting of stockholders. All of the directors then in office attended the Company’s previous annual meeting of stockholders held on May 14, 2020.
Director Independence
It is the Company’s policy that the Board consists of a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of any other applicable regulatory authority, including the SEC. The Board annually reviews the relationship of each director with the Company, and only those directors who the Board affirmatively determines have no material relationship with the Company are deemed to be independent directors. The Guidelines specifically define what is deemed to be a material relationship between the Company and an independent director. The following are the relationships that the Board considers in making its independence determination:
(i)whether the director or any of his or her immediate family members is or was within the past five years an officer of the Company;
(ii)whether the director is or was within the past five years an employee of the Company;
(iii)whether the director or any of his or her immediate family members is or was during the past five years affiliated with, or employed by, any past or present auditor of the Company (or an affiliate thereof);
(iv)whether the director or any of his or her immediate family members is or was within the past five years part of an interlocking directorate in which an executive officer of the Company serves or served on the compensation committee
of a company that concurrently employs or employed the director or any of his or her immediate family members;
(v)whether the director is an executive officer, a partner, member, of counsel or beneficial owner of more than ten percent (10%) of the equity interest of a customer of, or a supplier of goods or services (including, without limitation, any investment banking firm or law firm) to, the Company where the amount involved in any of the last three fiscal years exceeds certain thresholds;
(vi)whether the director is an executive officer, a partner or beneficial owner of more than ten percent (10%) of the equity interest of a company to which the Company was indebted at the end of any fiscal quarter during the Company’s most recently completed fiscal year or current fiscal year in an amount in excess of five percent (5%) of the Company’s total consolidated assets at the end of such fiscal year;
(vii)whether the director is an executive officer, a partner or beneficial owner of more than ten percent (10%) of the equity interest of a company which was indebted to the Company;
(viii)whether the director or any of his or her immediate family members was indebted to the Company, other than in the ordinary course of business of the Company and the business of the director or the member of his or her immediate family, as applicable, at the end of any fiscal quarter during the Company’s most recently completed
terexlogo9a.jpg
8
2021 PROXY STATEMENT

DIRECTORS AND GOVERNANCE
fiscal year or current fiscal year in an amount in excess of $100,000 at the end of such fiscal year;
(ix)whether the director is affiliated with a tax-exempt entity that within the preceding three years received the greater of (x) $1 million or (y) two percent (2%) of its consolidated gross revenues from the Company (based on the tax-exempt entity’s most recently completed fiscal year);
(x)whether the director or any of his or her immediate family members is during the current fiscal year or was during the most recently completed fiscal year a party to a transaction or series of similar transactions with the Company or its subsidiaries (excluding director fees, stock options and other director compensation), other than on arm’s-length terms where the amount involved is not material to either party;
(xi)whether the director or any of his or her immediate family members received more than $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service within the past three years; and
(xii)whether the director has any other relationships with the Company or the members of management of the Company that the Board has determined to be material and which are not described in (i) through (xi) above.
After consideration of all applicable matters, the Board determined, based on the above criteria, that none of the directors has a material relationship with the Company other than as a director or as a stockholder except for Mr. Garrison, who is not an independent director. The Board considered that Mr. Rossi is the President, CEO and a director of Kennametal, a company that the Company has conducted business with in the past. It was noted that the dollar value of transactions between the Company and Kennametal was less than 0.1% of the Company’s 2020 net sales. Accordingly, the Board has determined that all of the nominees for director are independent directors except for Mr. Garrison, who has been nominated to serve on the Board as a result of his position as Chief Executive Officer of the Company and is currently Chairman of the Board.
Board Leadership Structure
The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The Company’s independent directors bring experience, oversight and expertise from outside the Company and industry, but the Company’s Chief Executive Officer, based on his proximity to the business, is in the best position to identify areas of focus for the Board and set the Board’s initial agenda. The Board believes that the combined role of Chairman and Chief Executive Officer facilitates information flow between management and the Board, which is essential to effective governance.

One of the key responsibilities of the Board is to approve management’s strategic direction and hold management accountable for the execution of strategy once it is approved. The Board believes the combined role of Chairman and Chief
Executive Officer, working collaboratively with an independent Lead Director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management.

Since 2018, the Board has determined that, because the offices of Chairman and Chief Executive Officer have been combined in Mr. Garrison, it has been desirable for the Company to have an independent director serve as Lead Director of the Board. The Lead Director provides independent leadership and guidance to the Board. The Lead Director acts as a liaison between senior management and the Board and provides guidance to senior management on issues that arise in between Board meetings. In addition, the Lead Director presides at all executive sessions of the non-management directors and consults with Mr. Garrison on the setting of the Board agenda. Mr. Sachs has held the position of Lead Director since 2018.
Risk Oversight
Management is responsible for identification of key risks and for development and implementation of processes for the mitigation and monitoring of risks. Management provides enterprise risk management assessments to the Board that describes the most significant risks facing the Company, measures the relative magnitude of the risks, identifies the risk owners for each major risk and describes the improvement or monitoring plans surrounding each major risk. The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. While each committee is
responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through direct presentations and committee reports about such risks. The Audit Committee oversees management of financial risks, financial controls, cyber risk, internal audit and potential conflicts of interest and receives regular internal audit and compliance risk updates from the leader of the Company’s audit services function as well as the Company’s Chief Ethics and Compliance Officer. The Company’s Compensation Committee is responsible for overseeing the management of risks relating to
terexlogo9a.jpg
2021 PROXY STATEMENT
9

DIRECTORS AND GOVERNANCE
the Company’s human resources and executive compensation plans and arrangements. The Governance and Nominating Committee manages risks associated with the independence of the Board of Directors as well as enterprise risks, environmental, health and safety matters and it receives regular updates from the Company’s Chief Ethics and Compliance Officer on compliance risks.
The Board also reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each, on a regular basis. In addition, management engages in an in-depth review and dialogue with the Board with respect to the most significant risks facing the Company on a rotating basis throughout the year.
Corporate Governance Principles
The Board and the Governance and Nominating Committee annually review the Company’s corporate governance policies and practices and the Guidelines. The Board believes that the Guidelines effectively assist the Board in the exercise of its duties and responsibilities and serve the best interests of the Company. These Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making both at the Board and management levels, with a view to achieving strategic objectives of the Company while enhancing stockholder value over the long term. The Board and the Governance and Nominating Committee will continue to review the Guidelines annually and may make changes as they determine are necessary and appropriate, including changes that may be necessary to comply with new or proposed laws, rules or regulations issued by the SEC and the NYSE. A copy of the Guidelines is available at the Company’s website, www.terex.com, under “Investor Relations” – “Governance” – “Corporate Governance Documents.” In addition, a copy of the Guidelines is available in print, without charge, to any stockholder who requests these materials from the Company.
The Board believes that periodic assessment of director performance is an important governance principle. On an annual basis, directors conduct a survey and rate the performance of the Board and its committees. In addition, on a periodic basis, individual director evaluations are conducted by the Non-Executive Chairman/Lead Director.
Directors have complete access to management and the Company’s outside advisors, and senior officers and other members of management frequently attend Board and committee meetings at the discretion of the Board or committee, as applicable. It is the policy of the Board that non-management directors also meet privately in executive sessions without the presence of any members of management at each regularly scheduled meeting of the Board and at such other times as the Board shall determine. In addition, the Board may retain and have access to independent advisors of its choice with respect to any issue relating to its activities, and the Company pays the expenses of such advisors.
If you wish to communicate with the non-management directors of the Board, you may correspond by filing a report through The Terex Helpline, 24 hours a day, 7 days a week, via the Internet at www.ethicspoint.com or by calling, toll free, (877) 584-8488 or 1-877-ETHICSP. Reports should be submitted under the category “Director Communications.” The Terex Helpline is administered by Navex Global Inc., an independent third-party provider retained by the Company to offer a comprehensive, confidential and, upon request, anonymous reporting system for receiving communications, complaints and grievances. All communications received through The Terex Helpline are available to the Board.
Code of Ethics and Conduct
The Company has adopted a code of ethics and conduct that applies to all of its directors and employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer, among others. This code of ethics and conduct is a set of written standards reasonably designed to deter wrongdoing and to promote: honest and ethical conduct; full, fair, accurate, timely and understandable disclosure; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of code violations;
and accountability for adherence to the code. The Company periodically reviews, updates and revises its code of ethics and conduct when it considers appropriate. A copy of the current code of ethics and conduct is available at the Company’s website, www.terex.com, under “Investor Relations” – “Governance” – “Corporate Governance Documents.” In addition, a copy of the code of ethics and conduct is available in print, without charge, to any stockholder who requests this material from the Company.
Board Committees
The Board has an Audit Committee, Compensation Committee and Governance and Nominating Committee.
terexlogo9a.jpg
10
2021 PROXY STATEMENT

DIRECTORS AND GOVERNANCE
Board Committee Membership and Roster
Name of DirectorAuditCompensationGovernance and
Nominating
Paula H.J. Cholmondeley
image_311a.jpg
image_365a.jpg
Donald DeFosset
image_303a.jpg
image_294a.jpg
Thomas J. Hansen
image_365a.jpg
image_365a.jpg
Sandie O’Connor
image_294a.jpg
image_294a.jpg
Andra Rush
image_365a.jpg
image_365a.jpg
David A. Sachs
image_303a.jpg
image_303a.jpg
Committee Chair
image_294a.jpg
Member
Audit Committee Meetings and Responsibilities
The Audit Committee of the Board consists of Mses. Cholmondeley (chairperson), O’Connor and Rush and Mr. Hansen, each of whom is independent as defined in the listing standards of the NYSE and under the Exchange Act. The Audit Committee met eleven times during 2020.
Each member of the Audit Committee is required to be financially literate or must become financially literate within a reasonable time after appointment to the Audit Committee, and at least one member of the Audit Committee must have accounting or related financial management expertise.
The Board, in its business judgment, believes that each of the current members of the Audit Committee is financially literate or has accounting or financial management expertise: Ms. Cholmondeley through her education, training and experience as a former certified public accountant and her involvement in preparing financial statements as the Chief Financial Officer of a large insurance company; Mr. Hansen through his business experience as a corporate executive and his involvement in preparing financial statements as a senior executive of a large multinational company; Ms. O’Connor through her extensive market expertise and deep understanding of capital flows, balance sheets and market liquidity and business experience as a Chief Regulatory Affairs Officer and treasurer for a global financial services firm; and Ms. Rush through her business experience as a corporate executive. The Board has determined that each of Mr. Hansen and Mses. Cholmondeley and O’Connor is an “audit committee financial expert,” as such term is defined under the regulations of the SEC.
The Audit Committee assists the Board in fulfilling its oversight responsibilities by meeting regularly with the Company’s independent registered public accounting firm and operating and financial management personnel. The Audit Committee reviews the audit performed by the Company’s independent registered public accounting firm and reports the results of such audit to the
Board. The Audit Committee reviews the Company’s annual financial statements and all material financial reports provided to the stockholders and reviews the Company’s internal auditing, accounting and financial controls. The Audit Committee, as well as the Board as a whole, does a self-assessment of its performance annually.
As stated in the Audit Committee Charter, the Audit Committee also reviews related party transactions and any other matters pertaining to potential conflicts of interest or adherence to the Company’s standards of business conduct. Related party transactions must be approved by the Audit Committee, who will approve the transaction only if they determine that it is in the best interests of the Company. In considering the transaction, the Audit Committee will consider all relevant factors, including, as applicable: (i) the Company’s business rationale for entering into the transaction; (ii) the alternatives to entering into a related party transaction; (iii) whether the transaction is on terms comparable to those available to third parties, or in the case of employment relationships, to employees generally; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction to the Company.
The Audit Committee is also responsible for appointing, setting compensation for, and overseeing the work of, the Company’s independent registered public accounting firm. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. On a periodic basis, the Chief Financial Officer of the Company provides the Audit Committee an estimate for the services needed and seeks pre-approval of such services from the Audit Committee. The Audit Committee considers whether such services are consistent with the rules of the SEC on auditor independence. The policy
terexlogo9a.jpg
2021 PROXY STATEMENT
11

DIRECTORS AND GOVERNANCE
prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve permitted services of the independent registered public accounting firm.
Requests for pre-approval for services must be detailed as to the services to be provided and the estimated total cost and must be submitted to the Company’s Chief Financial Officer. The Chief Financial Officer then determines whether the services requested fall within the guidance of the Audit Committee as to the services that have been pre-approved. If the service was not of a type that was already pre-approved or the estimated cost would exceed the amount already pre-approved, then the Chief Financial Officer seeks pre-approval of the Audit Committee on a timely basis.
The Audit Committee operates under a written charter adopted by the Board that complies with all applicable requirements of the SEC and the NYSE. A copy of the Audit Committee Charter is available at the Company’s website, www.terex.com, under “Investor Relations” – “Governance” – “Corporate Governance Documents.” In addition, a copy of the charter is available in print, without charge, to any stockholder who requests this material from the Company. This charter sets out the responsibilities, authority and duties of the Audit Committee.
See “Audit Committee Report” for a discussion of the Audit Committee’s review of the audited financial statements of the Company for the Company’s fiscal year ended December 31, 2020.
Compensation Committee Meetings and Responsibilities
The Compensation Committee of the Board consists of Mr. DeFosset (chairperson) and Mses. O’Connor and Rush, each of whom is independent as defined in the listing standards of the NYSE. Each member of the Compensation Committee must have a basic understanding of the components of executive compensation and the role of each component as part of a comprehensive program linking compensation to corporate and individual performance in support of the Company’s objectives. The Compensation Committee met eight times during 2020.
The Compensation Committee assists the Board in its responsibilities regarding compensation of the Company’s senior executives and outside directors, including overall responsibility for approving, evaluating and modifying the Company’s plans, policies and programs for compensation of key management personnel. The Compensation Committee establishes compensation arrangements for executive officers and for certain other key management personnel. The Compensation Committee does a self-assessment of its performance annually.
The Compensation Committee operates under a written charter adopted by the Board that complies with all applicable requirements of the NYSE. A copy of the Compensation Committee Charter is available at the Company’s website, www.terex.com, under “Investor Relations” – “Governance” – “Corporate Governance Documents.” In addition, a copy of the charter is available in print, without charge, to any stockholder who requests this material from the Company. This charter sets out the responsibilities, authority and duties of the Compensation Committee. The charter does not provide for any delegation of the Compensation Committee’s duties.
See “Compensation Discussion and Analysis” for a description of the Company’s executive compensation philosophy and executive compensation program, including a discussion of how the compensation of the Company’s executive officers was determined.
Compensation Risk Assessment
The Company conducted a risk assessment of its compensation policies and practices for its employees, including those related to its executive compensation programs. The findings of the risk assessment were discussed with the Compensation Committee.
Based upon the assessment, the Company believes that its compensation policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee served as one of the Company’s officers or employees during 2020 or was formerly an officer of the Company. None of the Company’s executive officers served as a member of the compensation committee of any other company that has an executive officer
serving as a member of the Board or Compensation Committee during 2020. None of the Company’s executive officers served as a member of the board of directors of any other company that has an executive officer serving as a member of the Compensation Committee during 2020.
Governance and Nominating Committee Meetings and Responsibilities
The Governance and Nominating Committee of the Board consists of Messrs. Sachs (chairperson), DeFosset and Hansen
and Ms. Cholmondeley, each of whom is independent as defined in the listing standards of the NYSE. The Governance and
terexlogo9a.jpg
12
2021 PROXY STATEMENT

DIRECTORS AND GOVERNANCE
Nominating Committee met six times during 2020.
The Governance and Nominating Committee plays a central role in planning the size and composition of the Board, developing criteria and implementing the process of identifying, screening and nominating candidates for election to the Board, recommending corporate governance guidelines and actions to improve corporate governance and evaluating individual director and full Board performance. The Governance and Nominating Committee is also responsible for overseeing a review and assessment of the performance of the Board and its committees at least annually, including establishing the evaluation criteria and implementing the process for evaluation. The Governance and Nominating Committee does a self-assessment of its performance annually, including with respect to the nomination process.
In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Governance and Nominating Committee applies the criteria set forth in the Guidelines and gives strong consideration to a wide range of diversity factors as a matter of practice when evaluating director nominees, such as race, gender, age, national origin, work experience and tenure with the Board. These criteria include the candidate’s independence, integrity, diversity, experience, sound judgment in areas relevant to the Company’s businesses, and willingness to commit sufficient time to the Board, all in the context of an assessment of the perceived needs of the Board at that point in time. Maintaining a
balanced experience and knowledge base within the total Board includes considering whether the candidate: (i) is a senior operating executive in a company engaged in the capital and industrial goods industries; (ii) has significant executive management experience for multinational business operations; (iii) has extensive knowledge and experience in financial services and capital markets; (iv) has substantial knowledge of the Company and its business; and (v) has unique knowledge and experience and can provide significant contributions to the Board’s effectiveness. The Board does not have a formal policy regarding director diversity, but considers how the differences in its directors’ backgrounds broaden its business perspective. The Board currently encompasses both gender and racial/ethnic diversity, as demonstrated in the “Summary of Director Diversity” section above. All candidates for director are reviewed in the same manner, regardless of the source of the recommendation. For details on how stockholders may submit nominations for directors, see “Other Important Information.”
The Governance and Nominating Committee operates under a written charter adopted by the Board that complies with all applicable requirements of the NYSE. A copy of the Governance and Nominating Committee Charter is available at the Company’s website, www.terex.com, under “Investor Relations” – “Governance” – “Corporate Governance Documents.” In addition, a copy of the charter is available in print, without charge, to any stockholder who requests this material from the Company. This charter sets out the responsibilities, authority and duties of the Governance and Nominating Committee.
Director Compensation
The objectives of the Company’s compensation program for outside directors are to: (i) attract and retain independent, high caliber outside directors who are not affiliated with the Company and who provide a balanced experience and knowledge base within the Board; (ii) require a meaningful stock ownership in the Company to align the interests of the outside directors with those of the stockholders; and (iii) provide a total compensation opportunity that approximates the 50th percentile of the Benchmark Companies (as defined below).
The compensation program for outside directors has two principal components: (i) an annual retainer for service as a Board member; and (ii) an annual retainer for service on a committee or as Non-Executive Chairman/Lead Director. The program is designed to encourage outside directors to receive a significant portion of their annual retainer for Board service in the Company’s Common Stock, to enable directors to defer receipt of their fees and to satisfy the Company’s Common Stock ownership objective for outside directors. The program does not include the payment of additional fees per meeting, as each director is expected to prepare for and participate in all meetings during the year and provide a continuous year-round effort regardless of the formal meeting calendar.

Directors who are employees of the Company receive no additional compensation by virtue of their being directors of the Company. All directors of the Company are reimbursed for travel, lodging and related expenses incurred in attending Board meetings, committee meetings and other activities in furtherance of their responsibilities as members of the Company’s Board.
Each director receives the equivalent of $225,000 for service as a Board member (or a prorated amount if a director’s service began other than on the day of the Annual Meeting). However, for 2020 the above amount was reduced by 20% in recognition of the global uncertainty caused by COVID-19 and the salary reductions taken by most of the Company’s team members. Each director may elect to receive their fee in (i) shares of Common Stock currently, which may be deferred into the stock fund of the Company’s Deferred Compensation Plan, (ii) cash currently, (iii) cash deferred into the bond fund of the Company’s Deferred Compensation Plan, or (iv) any two of the preceding alternatives in equal amounts. If a director elects to receive shares of Common Stock currently without deferral into the stock fund of the Company’s Deferred Compensation Plan, then 40% of this amount is paid in cash to offset the tax liability related to such election. For purposes of calculating the number of shares of Common Stock into which any fixed sum translates,
terexlogo9a.jpg
2021 PROXY STATEMENT
13

DIRECTORS AND GOVERNANCE
Common Stock is valued at its per share closing price on the NYSE on the day immediately preceding the grant date.
Each director is expected to accumulate (for a new director, over the first four years of Board service), the number of shares of Common Stock that is equal in market value to three times the annual retainer for Board service ($675,000). Once this ownership objective is achieved, the director is expected to maintain such minimum ownership level. The intent is to encourage acquisition and retention of Common Stock by directors, evidencing the alignment of their interests with the
interests of stockholders. Until such time as a director achieves the ownership objective or if a director shall at any time fall below the ownership objective, directors are expected to invest at least $112,500 per year (or such lesser amount necessary to achieve the ownership objective) in shares of Common Stock until the director has satisfied the ownership objective.
Each director who serves as Non-Executive Chairman/Lead Director or on a committee of the Board receives an annual committee retainer, on the first business day after the Company’s Annual Meeting, as set forth in the table below:
Committee/Board Position*Retainer
Non-Executive Chairman/Lead Director$50,000
Audit Committee Chair$35,000
Compensation Committee Chair$35,000
Governance and Nominating Committee Chair$20,000
Audit Committee Member$10,000
Compensation Committee Member$10,000
Governance and Nominating Committee Member$7,500
*A Committee Chair shall only receive a committee chair retainer and not a committee member retainer as a result of chairing a committee. In the event the Non-Executive Chairman/Lead Director serves on any committees as either a committee chair or committee member, the Non-Executive Chairman/Lead Director will not be eligible to receive any committee retainer other than the Non-Executive Chairman/Lead Director retainer.
The retainers listed above are payable in cash and may be deferred into the bond fund of the Company’s Deferred Compensation Plan. For a director whose service begins other than on the day of the Annual Meeting, any retainer is prorated. If the Company does not hold an Annual Meeting by the end of May in any year, then any retainer that is scheduled to be paid following the Annual Meeting shall be paid on the last business day of May.


A director who leaves the Board at any time during the year, for any reason, will retain any retainer payments already received for such year. The Compensation Committee has discretion to authorize the payment of additional fees to any director under extraordinary circumstances. It is the expectation of the Compensation Committee that it will review the Outside Director Compensation Policy and the outside director compensation programs of the Benchmark Companies every two to four years, although it may review them more frequently as circumstances warrant.
The compensation paid to the Company’s outside directors in 2020 is summarized in the following table:
NameFees
Earned or
Paid in
Cash
($)
Stock
Awards
($)(1)(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)(3)
Total
($)
Paula H. J. Cholmondeley$222,500$0$0$0$0$0$222,500
Donald DeFosset$42,500$180,000$0$0$0$0$222,500
Thomas J. Hansen$107,500$90,000$0$0$0$0$197,500
Raimund Klinkner$200,000$0$0$0$0$0$200,000
Sandie O’Connor$20,000$180,000$0$0$0$0$200,000
Andra Rush$91,998$108,002$0$0$0$0$200,000
David A. Sachs$50,000$180,000$0$0$0$1,000$231,000
(1)See Note N – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a detailed description of the assumptions that the Company used in determining the dollar amounts recognized for financial statement reporting purposes of its stock awards.
(2)The grant date fair value of each stock award computed in accordance with FASB ASC Topic 718 is the following: Mr. DeFosset, $180,000 (annual retainer paid on May 15, 2020); Mr. Hansen, $90,000 (portion of annual retainer paid on May 15, 2020); Ms. O’Connor, $180,000 (annual retainer paid on May 15, 2020); Ms. Rush, $108,002 (portion of annual retainer paid on May 15, 2020); and Mr. Sachs, $180,000 (annual retainer paid on May 15, 2020).
terexlogo9a.jpg
14
2021 PROXY STATEMENT

DIRECTORS AND GOVERNANCE
(3)The amount listed in the All Other Compensation Column is the amount of the charitable contribution made by the Company on behalf of the director in accordance with the Company’s charitable gift matching program.
Certain Relationships and Related Transactions
The Company intends that all transactions with affiliates are to be on terms no less favorable to the Company than could be obtained in comparable transactions with an unrelated person. The Board will be advised in advance of any such proposed transaction or agreement and will utilize such procedures in evaluating their terms and provisions as are appropriate in light
of the Board’s fiduciary duties under Delaware law. In addition, the Company has an Audit Committee consisting solely of independent directors. Pursuant to the terms of the written Audit Committee Charter, one of the responsibilities of the Audit Committee is to review related party transactions. See “Audit Committee Meetings and Responsibilities.”
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of the Common Stock by each person known by the Company to own beneficially more than 5% of the Company’s Common Stock, by each director, by each director nominee, by each executive officer of the Company named in the summary compensation table below, and by all directors and executive officers as a group, as of March 1, 2021 (unless otherwise indicated below). Each person named in the following table has sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Shares of Common Stock that any person has a right to acquire within 60 days after March 1, 2021, pursuant to an exercise of options or otherwise, are deemed to be outstanding for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding for computing the percentage ownership of any other person shown in the table.
NAME AND ADDRESS OF BENEFICIAL OWNER(1)
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(2)
PERCENT
OF CLASS
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
7,718,852 
(3)
11.1 %
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
6,279,181 
(4)
9.1 %
Pzena Investment Management, LLC
320 Park Avenue, 8th Floor
New York, NY 10022
4,745,353 
(5)
6.8 %
TIAA-CREF Investment Management, LLC
730 Third Avenue
New York, NY 10017-3206
4,584,953 
(6)
6.6 %
Fuller & Thaler Asset Management, Inc.
411 Borel Avenue, Suite 300
San Mateo, CA 94402
3,835,971 
(7)
5.5 %
Paula H. J. Cholmondeley51,635 
*
Donald DeFosset161,119 
*
John L. Garrison660,898 
*
Thomas J. Hansen52,619 
*
Sandie O’Connor14,761 
*
Christopher Rossi2,089 
*
Andra Rush30,232 
*
David A. Sachs432,874 
(8)
*
John D. Sheehan182,948 
(9)
*
Amy George97,676 
*
Kieran Hegarty206,919 
*
Scott Posner41,916 
*
All directors and executive officers as a group (12 persons)1,984,953 2.9 %
*Amount owned does not exceed one percent (1%) of the class so owned.
(1)Unless indicated otherwise, each person’s principal address is c/o Terex Corporation, 45 Glover Avenue, 4th Floor, Norwalk, CT 06850.
(2)Certain executive officers and directors maintain margin securities accounts, and the positions held in such margin accounts, which may from time to time include shares of Common Stock, are pledged as collateral security for the repayment of debit balances, if any, in the accounts. At March 1, 2021, no executive officer or director had a debit balance in such accounts.
terexlogo9a.jpg
2021 PROXY STATEMENT
15

DIRECTORS AND GOVERNANCE
(3)BlackRock, Inc. (“BlackRock”) filed a Schedule 13G, dated January 27, 2021, disclosing the beneficial ownership of 7,718,852 shares of Common Stock. This includes BlackRock having sole voting power over 7,584,845 shares of Common Stock and sole dispositive power over 7,718,852 shares of Common Stock.
(4)The Vanguard Group (“Vanguard”) filed a Schedule 13G, dated February 10, 2021, disclosing the beneficial ownership of 6,279,181 shares of Common Stock. This includes Vanguard having shared voting power over 78,638 shares of Common Stock, sole dispositive power over 6,143,329 shares of Common Stock and shared dispositive power over 135,852 shares of Common Stock.
(5)Pzena Investment Management, LLC (“Pzena”) filed a Schedule 13G, dated February 1, 2021, disclosing the aggregate beneficial ownership of 4,745,353 shares of Common Stock. This includes Pzena having sole voting power over 4,136,698 shares of Common Stock and sole dispositive power over 4,745,353 shares of Common Stock.
(6)TIAA-CREF Investment Management, LLC (“TIAA-CREF”), College Retirement Equities Fund-Stock Account (“CREF Stock Account”), Teachers Advisors, LLC (“Advisors”) and NWQ Investment Management Company, LLC (“NWQ”) jointly filed Schedule 13G, dated February 12, 2021, disclosing beneficial ownership of 4,584,953 shares of Common Stock. This includes TIAA-CREFF having sole voting power over 4,276,879 shares of Common Stock and sole dispositive power over 4,276,879 shares of Common Stock; CREF Stock Account having shared voting power over 4,241,092 shares of Common Stock and shared dispositive power over 4,241,092 shares of Common Stock; Advisors having sole voting power over 165,412 shares of Common Stock and sole dispositive power over 165,412 shares of Common Stock; and NWQ having sole voting power over 142,662 shares of Common Stock and sole dispositive power over 142,662 shares of Common Stock.
(7)Fuller & Thaler Asset Management, Inc. (“Fuller”) filed a Schedule 13G, dated February 11, 2021, disclosing the beneficial ownership of 3,835,971 shares of Common Stock. This includes Fuller having sole voting power over 3,726,571 shares of Common Stock and sole dispositive power over 3,835,971 shares of Common Stock.
(8)Includes 10,550 shares of Common Stock owned by Mr. Sachs’ wife. Mr. Sachs disclaims the beneficial ownership of such shares. Includes 30,000 shares of Common Stock owned by a family limited liability company.
(9)Includes 67 shares of Common Stock owned by a family trust.

terexlogo9a.jpg
16
2021 PROXY STATEMENT


COMPENSATION
PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
Pursuant to rules under the Dodd-Frank Act, the Board is asking the Company’s stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rules.
The Board remains committed to sound corporate governance practices and shares the interest of stockholders in maintaining effective performance-based executive compensation programs at the Company. The Board believes that the Company’s executive compensation programs have a proven record of effectively aligning pay with performance and attracting and retaining highly talented executives. The Board strongly encourages you to review the Compensation Discussion and Analysis and compensation tables in this Proxy Statement for detailed information on the extensive processes and factors the Committee considered when establishing performance and pay targets and in making decisions regarding actual payouts under the Company’s short and long-term performance based incentive plans. Accordingly, the Board recommends that stockholders vote FOR the following resolution:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure.”
The say-on-pay vote is advisory, and therefore not binding on the Board. Although non-binding, the Board and the Committee will review and consider the voting results when making future decisions regarding the Company’s executive compensation programs.
The Board recommends a vote FOR the approval of the advisory resolution on executive compensation.


terexlogo9a.jpg
2021 PROXY STATEMENT
17

COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Overview
The Compensation Committee of the Board (the “Committee”) continually reviews the compensation programs for the Company’s executive officers, including the Named Executive Officers (as defined in the Executive Compensation section below), to ensure they achieve the desired goals of aligning the executive compensation structure with the Company’s stockholders’ interests and current market practices. The Company’s executive compensation programs are based on the following core principles:
be competitive with peers to effectively attract and retain talented executives;
achieve a balance between short-term and long-term compensation;
foster an ownership culture through the use of equity awards in order to align the interests of executives and stockholders; and
address the volatility and cyclicality of the Company’s business and industry.

COVID-19 had a profound impact in 2020 on our team members and our business. The following discussion and analysis will also provide insight into the impact of COVID-19 on our compensation plans and decisions. In summary:
In April 2020, the base salaries of the executive officers of the Company were reduced by 20%, with the CEO’s base salary reduced by 50%.
The Committee did not provide additional performance-based or time-based awards in 2020 as a result of COVID.
The Committee did not adjust the performance metric result for 2020 and previously issued performance-based stock awards.
The Committee did not modify the pre-COVID established targets for the 2020 annual incentive plan, but did implement a stretch incentive in July 2020 in an effort to drive improved financial performance in the second half of 2020. Including the stretch incentive, the annual incentive payouts to the Named Executive Officers for 2020 were approximately 56% of target.
The Company’s results in 2020 and actions taken by the Committee since January 1, 2020 demonstrate the Committee’s commitment to paying for performance and illustrate how the executive compensation program responds to business challenges and the marketplace. Key highlights include the following:
The Company’s total stockholder return in 2020 was approximately 16% (ranked at the 63rd percentile in the Benchmark Companies (as defined below)).
Free cash flow increased in 2020 by over 60% to $141 million as compared to 2019.
SG&A decreased by over $80 million as compared to 2019.
Total CEO compensation decreased 11% in 2020 as compared to 2019 (23% as compared to 2018).
CEO stock award values decreased 7% in 2020 as compared to 2019 (13% as compared to 2018).
Our executive compensation program design has resulted in a strong correlation between the Company’s total stockholder return and the total realized compensation of the Company’s CEO during the last three fiscal years.
terexlogo9a.jpg
18
2021 PROXY STATEMENT

COMPENSATION
ceototalrealizedcompensatia.jpg
*    Total Realized Compensation represents: Total compensation, as determined under applicable SEC rules, minus (1) the aggregate grant date fair value of performance-based restricted stock awards that have either been forfeited or whose performance has not yet been achieved and (2) the year-over-year change in pension value and nonqualified deferred compensation earnings, plus (3) the grant date fair value of the performance-based restricted stock awards earned (included in the year earned) and (4) the earnings of options exercised in the year exercised. The Committee believes it is important to compare the Company’s performance with the CEO’s total realized compensation because the total compensation amount included in the Summary Compensation Table includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized.
**    Total Stockholder Return represents the change in market value of $100, including reinvestment of dividends, invested in Terex stock for the period commencing December 31, 2017 through December 31, 2020.
The compensation granted in 2020 to the Named Executive Officers was predominantly performance-based and/or linked to the Company’s equity performance.
piechartscolorjpeg1a.jpg
The strong performance orientation of the executive compensation program and the rigor of the performance goals set by the Committee has resulted in the forfeiture of previously granted equity awards:
Net amount of approximately $2.7 million in stock awards granted in 2017, 2018 and 2019 were forfeited in 2020 by the Company’s CEO and net amount of approximately $1.2 million in stock awards granted in 2017, 2018 and 2019 were forfeited in 2020 by the other Named Executive Officers as a result of the Company’s failure to achieve performance targets set by the Committee.
terexlogo9a.jpg
2021 PROXY STATEMENT
19

COMPENSATION
Net amount of approximately $1.3 million in stock awards granted in 2018, 2019 and 2020 were forfeited in 2021 by the Company’s CEO and net amount of approximately $0.7 million in stock awards granted in 2018, 2019 and 2020 were forfeited in 2021 by the other Named Executive Officers as a result of the Company’s failure to achieve performance targets set by the Committee.
The Company continued its long-standing engagement efforts with its stockholders both during and outside of the proxy season.
The Committee Chairman conducted discussions with four of the Company’s largest stockholders (accounting for approximately 17% of the Company’s outstanding shares) in the first quarter of 2020 to discuss the Company’s executive compensation program as part of its annual shareholder outreach program.
The Committee Chairman conducted discussions with five of the Company’s largest stockholders (accounting for approximately 17% of the Company’s outstanding shares) in the first quarter of 2021 to discuss the Company’s executive compensation program as part of its shareholder outreach program.
Additionally, all Company’s stockholders were given the opportunity to participate in a virtual stockholder forum on compensation matters prior to last year’s annual meeting of stockholders to ask questions of the Committee’s chairperson and provide feedback on the Company’s executive compensation program.
The Company’s CEO, CFO and Investor Relations team engages in frequent communication with the Company’s stockholders and analysts.
Based on feedback from the Company’s stockholders, Mr. Garrison’s 2020 annual incentive compensation qualitative targets included an ESG objective, and in 2021 a Diversity, Equity and Inclusion objective was expanded.
Executive Compensation Program
The Committee is comprised solely of independent directors committed to applying sound governance practices to compensation decisions. The Committee considers a variety of reports and analyses, such as market survey data, compensation tally sheets and compensation data of peer companies, when making decisions regarding target compensation opportunities and the delivery of awards to the Company’s executives, including the Named Executive Officers.
The Committee has the sole authority to hire and dismiss the outside compensation consultants to the Committee. For 2020, the Committee retained Pay Governance LLC (“Pay Governance”), an independent, outside consultant, to support it in determining the compensation of the Company’s executive officers. Pay Governance was not given a narrow list of instructions, but rather was engaged to provide the Committee with any and all information and advice that might assist the Committee in performing its duties and analyzing executive pay packages. In accordance with the Guidelines, the Committee’s compensation consultant did not provide the Company with any other services.
Pay Governance performed a comprehensive analysis of the compensation practices of the Benchmark Companies and provided the Committee with compensation data, including updates regarding trends in executive compensation that the Committee utilized in making its decisions. The comprehensive analysis performed by Pay Governance indicated that the Committee’s mix of target total compensation is in line with typical market practice. In addition, in 2020, the target total cash,
target long-term incentives and target total compensation provided to the Company’s executives, in the aggregate, were within the range of competitive market practice.
Compensation Objectives and Principles: The objectives of the Company’s executive compensation program are to: (i) attract and retain executives with the skills critical to the long-term success of the Company; (ii) motivate and reward individual and team performance in attaining business objectives and maximizing stockholder value; and (iii) link a significant portion of compensation to achieving performance goals and appreciation in the total stockholder return of the Company, so as to align the interests of the executives with those of the stockholders.
The Committee believes that its objectives of pay for performance and retention should be balanced and appropriately competitive with the Company’s peers and competitors, so that successful, high-achieving executives will remain motivated and committed to the Company during all phases of the business cycle. The Committee also believes that generally more than half of an executive’s total compensation opportunity should be aligned with the performance of the Company. As executives progress to higher levels in the Company they have a greater ability to affect the Company’s results and should have an increasing proportion of their pay linked to Company performance and stockholder returns. Annual and long-term incentive compensation opportunities should provide the appropriate focus on short- and long-term individual and corporate strategic business results. Long-term stock-based
terexlogo9a.jpg
20
2021 PROXY STATEMENT

COMPENSATION
compensation opportunities should represent a larger proportion of total compensation for Named Executive Officers than short-term cash-based opportunities. Difficult but achievable annual objectives should be compatible with sustainable long-term performance. The allocation in compensation between short and long-term compensation is generally based on employment market conditions with an emphasis on attraction and retention, as well as attempting to motivate executive officers to achieve excellent results.
Stockholder Engagement: Engagement with its stockholders is a key component of the Company’s corporate governance and the Committee believes stockholder engagement is of vital importance in the area of executive compensation as well. The Committee seeks and is open to input from its stockholders regarding the Company’s executive compensation program.
The Committee also believes it is important for all stockholders to have the ability to voice their comments or concerns on the Company’s executive compensation practices. Accordingly, in 2020 (as in prior years) the Company held a stockholder forum on compensation matters prior to its annual meeting of stockholders, giving all stockholders the ability to ask questions of the Committee’s chairperson and provide feedback on the Company’s executive compensation program. The Committee’s chairperson will be available at the Annual Meeting to answer any stockholder questions on compensation in a further effort to engage with its stockholders on compensation matters.
The Committee took note of the continued strong stockholder support in recent years reflected in the advisory vote on the compensation of the Company’s Named Executive Officers (approximately 94% or more voted in favor in each of the last six years). However, the Committee still believed it was important to continue to engage with stockholders on compensation matters. Consequently, the Committee Chairman met with five of the Company’s largest stockholders (accounting for approximately 17% of the Company’s outstanding shares) in the first quarter of 2021 to discuss the Company’s executive compensation program. Based on these discussions, the Company learned that its stockholders continue to generally approve of the Company’s overall executive compensation program and generally understand the performance oriented nature of the Company’s executive compensation program. The stockholders were very appreciative of the Company’s outreach and also offered comments and suggestions about some of the elements of, and performance metrics used in, the Company’s executive compensation program. The Committee has taken feedback received into consideration in its ongoing efforts to improve the Company’s executive compensation program and the quality of its compensation disclosures. For example, Mr. Garrison’s 2020 annual incentive compensation qualitative targets included an ESG objective, and in 2021 a Diversity, Equity and Inclusion objective was expanded.
Executive Compensation Practices
Peer Group: The Committee designs the Company’s total compensation program to be motivational and competitive with the programs of other corporations. The corporations included in the Company’s peer group have been selected based on criteria such as:
having comparable revenues, assets and market capitalization as the Company;
being from a similar industry with which the Company competes for executives; and
being a manufacturing corporation that may not be in the same industry as the Company but that provides similar returns to their stockholders (collectively, the “Benchmark Companies”).
In keeping with current best practices, an annual review of the Company’s peer group was conducted and the Committee
analyzed the composition of the Benchmark Companies. In conducting its annual review in 2020, the Committee determined that as a result of the decline in the Company’s revenue in 2020, the Company’s revenue relative to the peer median had dropped and therefore it was advisable to remove several larger peer companies and replace them with smaller companies. As a result of this analysis and other analytics conducted by the Committee’s consultant, and based on the Committee’s overall assessment of the Benchmark Companies, the Committee decided to remove Navistar International Corporation, Roper Technologies Inc. and United Rentals, Inc. from the Benchmark Companies and replace them with The Greenbrier Companies, Inc., Hyster-Yale Materials Handling, Inc. and REV Group, Inc. The Committee believed that these changes were appropriate and allowed the Company to rightsize its relative positioning of revenue versus the peer group. The companies currently comprising the Benchmark Companies are:
Peer Group
AGCO Corporation Dover Corporation Lennox International Inc. Rockwell Automation, Inc.
American Axle & Flowserve CorporationThe Manitowoc Company, Inc. Timken Company
Manufacturing Holdings, Inc.The Greenbrier Companies, Inc.Meritor Inc.Trinity Industries Inc.
Carlisle Companies Inc.Hubbell Inc.Oshkosh CorporationWestinghouse Air Brake
Crane CompanyHyster-Yale Materials Pentair Ltd.Technologies Corporation
Dana IncorporatedHandling, Inc.
REV Group, Inc.
terexlogo9a.jpg
2021 PROXY STATEMENT
21

COMPENSATION
Compensation Recoupment Policy: The Board and Committee included a “clawback” provision in the Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan (the “2009 Omnibus Plan”) and the Terex Corporation 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”) that allows the Company to recover all or a portion of any incentive award granted or paid to an executive in the event the award is affected by a restatement of the Company’s financial results caused by errors, omissions or fraud. This policy is in addition to the requirements of Sarbanes-Oxley.
Anti-Hedging and Anti-Pledging Policy: The Company prohibits Terex team members and directors from making short sales of Terex securities and from engaging in speculative trading in Terex securities, including trading for speculative purposes in puts, calls, publicly traded options or similar instruments on Terex securities. Any Terex team member who wishes to trade in puts, calls or similar instruments on Terex securities for valid financial or tax planning purposes, and not for purposes of speculation, may do so only if they have received prior written approval from the Terex Legal Department. Determinations are made on a case-by-case basis based on the facts and circumstances provided to the Terex Legal Department.
The Company also prohibits Terex team members and directors from purchasing Terex securities on margin or Terex securities in a margin account or otherwise pledging Terex securities as collateral for a loan without the prior approval of the Terex Legal Department. Determinations are made on a case-by-case basis based on the facts and circumstances provided to the Terex Legal Department.
Stock Ownership Guidelines: The Company has stock ownership guidelines to encourage acquisition and retention of the Company’s common stock and to foster an ownership culture, thereby aligning the executives’ interests with the long-term interests of the Company’s stockholders. These ownership guidelines are based on a multiple of each executive’s base salary. Shares that count toward meeting the ownership guideline include shares held outright by the executive, unvested time-based restricted stock or stock units, unvested performance-based stock where performance has been achieved and any shares acquired through a Company benefit plan. Unearned performance-based shares/units are not counted toward meeting the ownership guideline. The following table shows the Named Executive Officers’ ownership levels and their achievement of the relevant target levels as of December 31, 2020:
Named Executive OfficerAnnual Salary
($)
Target Ownership Level Guideline
(# times base salary)
Total Stock
Ownership ($)
Total Stock Ownership
versus Annual Salary (#)
John L. Garrison$975,0006.0 times$21.7 million22.2 times
John D. Sheehan$679,5753.0 times$6.2 million9.1 times
Kieran Hegarty$458,464*2.5 times$5.6 million12.3 times
Scott Posner$425,0002.0 times$1.4 million3.2 times
Amy George$435,0002.0 times$3.6 million8.4 times
*Mr. Hegarty received his 2020 salary in Pounds Sterling. Amount shown is converted into U.S. Dollars at an average rate of £1.00 = $1.2890.
Executive Compensation Components
The executive compensation program has three principal components: short-term compensation (base salary and annual incentive), long-term incentive compensation and post-employment compensation, each of which is described below.
While each component of compensation is considered separately, the Committee takes into account the full compensation package afforded by the Company to the individual executive when making its decisions.
Short-Term Compensation
Base Salary: Base salary is determined by evaluating the responsibilities of the position held, the individual’s experience in his/her current position, current performance, future potential and the competitive marketplace for executive talent. The Company’s objective is to provide its executive officers with competitive base salaries that are, on average, at the median of the Benchmark Companies. Base salaries are reviewed annually to ensure that strong individual performance is reflected in any increase in an executive’s base salary level. In February 2020, the Committee approved base salary increases of 0-5% for its Named Executive Officers (as defined below). However, as the impact of the COVID-19 pandemic on the Company was coming into focus in March 2020, and in recognition of the global economic uncertainty, the Company implemented a program that resulted in the base salaries for its executive officers being reduced by 20%, with a 50% reduction for the Company’s CEO. The salary reductions did not affect other compensation and benefit programs, such as targets for bonus compensation, which continued to be based upon the applicable base salary prior to the reduction. As a result, annual base salary levels for the Named Executive Officers in 2020 were as follows:

terexlogo9a.jpg
22
2021 PROXY STATEMENT

COMPENSATION
Named Executive OfficerBase Salary Effective April 1, 2020Prior Base Salary
John L. Garrison$487,500$975,000
John D. Sheehan$543,660$679,575
Kieran Hegarty*$366,771$458,464
Scott J. Posner$340,000$425,000
Amy George$348,000$435,000
* Mr. Hegarty received his 2020 salary in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2890.

In October 2020, the Committee determined that the base salary levels of its executive and non-executive officers who experienced reductions would be restored effective January 1, 2021. The Committee believed the salary restoration was appropriate as it is important to pay the Company’s executives competitively in order to retain the Company’s talent.
The Committee believes that the base salary ranges in 2020 for the Company’s Named Executive Officers (as defined below) were, in the aggregate, below the 50th percentile of the Benchmark Companies. This is due to the significant salary reductions that were implemented in 2020.
Annual Incentive Program: In addition to base salary, each executive officer was eligible to participate in the Company’s annual incentive program under the 2018 Omnibus Plan, which was adopted by the Board and approved by the stockholders of Terex in 2018. The Committee’s objective is to provide the Company’s executive officers with an annual incentive opportunity that is competitive with annual incentive target percentage ranges for the Benchmark Companies. The goal of the management annual incentive program is to provide annual incentive opportunity and reward executives when their actions drive the overall performance of the Company. While there is downside risk to the executive in having a performance component that can result in no award, there is also an upside opportunity if the Company and the individual both perform well. This meets the Committee’s objective that superior performance that adds value to the Company and its stockholders should be rewarded and performance that does not meet expectations should have adverse consequences. For 2020, the Committee, in its sole discretion, could decrease or eliminate the payment of an annual incentive award to any participant under certain extraordinary events in accordance with the annual incentive program.
Annual incentive payouts are based upon the Company’s performance and the executive’s individual performance, both measured against previously determined targets. The individual targets include both financial and non-financial metrics, and contain individual and Company performance measures. Mr. Garrison’s annual incentive target for 2020 was 125% of his base salary. The annual incentive targets of the other executive officers generally range from 60% - 75% of their base salary. The Committee believes this is consistent with its philosophy of paying for superior performance.

In 2020, 80% of the annual incentive target for each of the Named Executive Officers was based upon financial targets determined at the overall Terex consolidated level and the other 20% was based on individual performance metrics.
Named Executive Officer (Other than CEO) Annual Incentive Targets:
Quantitative Targets: As the Company had employed various performance metrics over the past few years that supported the Company’s business strategy, the Committee, with the assistance of its compensation consultant, conducted a review of the metrics used by the Company, the Benchmark Companies and other manufacturing companies, as well as the number of metrics used by such other companies. The Committee determined that using two performance metrics continued to be most prevalent among both the Benchmark Companies and other manufacturing companies. It was determined that net working capital as a percentage of net sales (“NWC”) and operating earnings of the Company would be the two financial metrics for the Company’s 2020 annual incentive program as they both aligned and supported the Company’s business strategy and goals for 2020.
The Committee wanted management focused on driving operating earnings in 2020; therefore, 75% of the quantitative portion of the annual incentive program was based on operating earnings. Operating earnings is calculated as net sales less cost of sales, less selling and general administrative expenses and excluding certain unusual and non-recurring items. Due to the changes in the Company, particularly moving to a two segment Company in 2020, the Committee believed it was appropriate to have operating earnings measured at the segment level for segment leadership in order to best drive performance. As a result, 2/3 of Mr. Hegarty’s operating earnings portion was based on MP’s performance and 1/3 of Mr. Hegarty’s operating earnings portion was based on overall Company performance.
It was also important to the Committee that the Company focus on its working capital; therefore, 25% of the quantitative portion of the annual incentive program was based on NWC. NWC is trade receivables (net of allowance) plus inventory, less trade accounts payable and customer advances, divided by net sales for the trailing twelve months. The NWC amount was calculated on a quarterly basis and performance was measured based on how the Company performed against its annual operating plan targets.


terexlogo9a.jpg
2021 PROXY STATEMENT
23

COMPENSATION
The Committee believes NWC is an important metric as strong NWC augments the Company’s cash conversion characteristics and performance overall. The Committee believed management should be managing the net working capital levels in relation to the Company’s net sales and the calculation of NWC was a good way to measure management’s success at managing the Company’s net working capital levels. In prior years, the net working capital metric has been measured as a percentage of quarterly sales annualized. However, even prior to COVID-19, due to uncertainty and potential volatility regarding quarterly sales amounts in 2020, the Committee determined using last twelve months sales was a more appropriate and less volatile measure.
For 2020, the quarterly targeted NWC amounts are set forth below and the targeted operating earnings was $277 million for the Company and $188 million for Materials Processing, which amounts were based upon the 2020 operating plan of the Company, approved by the Board in early 2020. The following tables indicate the correlation between the Company’s NWC, the Company’s operating earnings performance and the payout percentage of the quantitative portion of the annual incentive target:
25%75%
2020 NWC Achievement %
Q1 2020
Q2 2020
Q3 2020
Q4 2020
2020 NWC Payout Matrix % *
2020 Terex Operating Earnings Achievement ($ millions)
2020 Terex Operating Earnings Payout Matrix%
2020 MP Operating Earnings Achievement ($ millions)
2020 MP Operating Earnings Payout Matrix%
25.2%
26.7%
23.2%
21.7%
0%
Less than $194
0%
Less than $132
0%
24.2%
25.7%
22.2%
20.7%
25.0%
$194
25%
$132
25%
23.2%
24.7%
21.2%
19.7%
50.0%
$222
50%
$150
50%
22.2%
23.7%
20.2%
18.7%
75.0%
$249
75%
$169
75%
21.2%
22.7%
19.2%
17.7%
100.0%
$277
100%
$188
100%
20.2%
21.7%
18.2%
16.7%
125.0%
$305
150%
$207
150%
19.2%
20.7%
17.2%
15.7%
150.0%
$332 or more
200%
$226 or more
200%
18.2%
19.7%
16.2%
14.7%
175.0%
17.2%
18.7%
15.2%
13.7%
200.0%
* Results between the thresholds will be interpolated.

Qualitative Targets: Individual performance for each of the executive officers can include all or any combination of segment performance, business unit performance, personal goals, as well as other financial and non-financial measurements and milestones. The CEO is responsible for determining individual performance measurements for each of his direct reports. The individual performance calculation for the executive officers, other than the CEO, is done on a holistic basis in evaluating the achievement of such goals rather than based upon a rigid formula. The difficulty in achieving the targeted goals depends on a variety of factors, some of which are in the executive’s control and some of which are not. These targets are established annually based on the Company’s operating plan for the coming year and in conjunction with the executive’s annual review by the CEO. If the Company achieves its operating plan objectives for the year, the Committee believes the goals are attainable. Unlike the quantitative targets, the maximum payout percentage for qualitative targets is 100%, although the CEO and the Committee retain discretion to pay up to 120% on a case-by-case basis for extraordinary performance. This is done in an effort to increase the alignment of the executives’ interests and the Company’s stockholders.
Stretch Incentive: In the spring of 2020, the Committee discussed with its independent compensation consultant the impacts of the COVID-19 pandemic on its annual incentive program. The Committee was advised that many companies
were considering modifications to their short-term incentive arrangements given that performance metrics and goals were established prior to the pandemic. Any modifications should support executives’ focus on objectives important to the company for the remainder of the year. The Committee considered that the Company’s 2020 annual incentive plan as approved prior to the pandemic in early 2020 was likely to pay out in the 30-40% range and therefore did not believe that wholesale changes to the plan were warranted. However, the Committee did believe there were some minor modifications that could be made to the incentive plan to drive executive focus and improved Company performance, which if achieved, was likely to result in significant benefits to the Company’s stockholders and would still result in a payout of less than 60% of the targeted payout.
Accordingly, due to the extreme uncertainty caused by COVID-19, the Committee determined that qualitative target achievement would be paid if an executive achieved or exceeded their individual performance targets in 2020 even if the Company did not have positive operating earnings in 2020. In addition to the elements of the 2020 annual incentive plan described above, the Committee decided to implement a stretch incentive in July 2020 (the “Stretch Incentive”). The Committee recognized the challenges of operating in a global pandemic and in an effort to drive improved financial performance, the Committee set stretch targets of (i) generating free cash flow of
terexlogo9a.jpg
24
2021 PROXY STATEMENT

COMPENSATION
$100 million for 2020 (internal expectations at the end of June was to generate $43 million of free cash flow for 2020) and (ii) achieving an operating margin for 2020 of 2.0% (internal expectation at the end of June was to achieve an operating margin of 0.8% for 2020). If the Company achieved these stretch targets, all management incentive bonus participants were eligible to receive an additional 10% of the actual amount of bonus payout and the Stretch Incentive would pay out $2.4 million for all participants. This compared to salary reductions of $25 million that team members throughout the Company had taken.
The Committee believed that the above actions were appropriate in light of the extraordinary circumstances brought on by the pandemic and that the Company’s stockholders were likely to benefit if the Stretch Incentive was achieved. In fact, the Company’s share price increased over 85% from the Company’s
closing stock price on June 30, 2020 of $18.77 to the Company’s closing stock price on December 31, 2020 of $34.89, driven in large part by the Company’s operating performance, particularly its focus on reducing costs, in the second half of 2020.
The Committee also maintained the ability to exercise negative discretion to reduce or completely eliminate any annual incentive payout if the Committee did not believe management’s performance warranted any payout or if the Company’s liquidity position would be severely impacted by any annual incentive payout.
The following table indicates the correlation between the Company’s operating margin and free cash flow performance and the payout percentage of the Stretch Incentive:
2020 Free Cash Flow Achievement
($ millions)
Payout Percentage of MIB Target
2020 Operating Margin Achievement
Payout Percentage of MIB Target
Less than $65
0%
Less than 1.50%
0%
$65
2.5%
1.50%
2.5%
$82
3.75%
1.75%
3.75%
$100
5.0%
2.00%
5.0%
$117
6.25%
2.25%
6.25%
$135 or more
7.5%
2.50% or more
7.5%
The Company’s NWC for 2020, calculated in accordance with the Company’s annual incentive plan, was 18.6%, 20.1%, 21.6% and 19.6% the first, second, third and fourth quarters of 2020, respectively, which resulted in a payout of 105.6% of target for this metric. The Company’s operating earnings, as adjusted for certain unusual and non-recurring items and calculated in accordance with the Company’s annual incentive plan, for 2020 was $105.1 million, which resulted in a payout of 0% of target for this quantitative metric. MP’s operating earnings, as adjusted for certain unusual and non-recurring items and calculated in accordance with the Company’s annual incentive plan, for 2020 was $144.5 million, which resulted in a payout of 42% of target
for this quantitative metric. The Company’s free cash flow for 2020 was $141 million and operating margin for 2020, as adjusted for certain unusual and non-recurring items was 2.78% which resulted in a payout of 150% of the Stretch Incentive. The following table shows the total 2020 annual incentive payout under the 2018 Omnibus Plan and details the annual incentive amount that was earned for the quantitative, qualitative and Stretch Incentive portions of the 2020 annual incentive award for each of the Named Executive Officers other than the CEO.

Name
Amount for Achievement of NWC
Amount for Achievement of Terex Operating Earnings
Amount for Achievement of MP Operating Earnings
Amount for Achievement of Stretch Incentive
Amount for Achievement of Qualitative Targets
Total Annual Incentive Amount
John D. Sheehan
$107,645
-0-
N/A
$76,452
$127,323$311,420
Kieran Hegarty
$72,621
-0-
$57,329
$51,577
$68,770
$250,297
Scott Posner
$53,856
-0-
N/A
$38,250
$61,200
$153,306
Amy George
$59,717
-0-
N/A
$42,412
$67,860
$169,989

*Mr. Hegarty received his 2020 annual incentive award in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2890.

Mr. Garrison Annual Incentive Targets:

Quantitative Targets: Consistent with the other corporate Named Executive Officers, the 2020 quantitative financial performance measure was NWC as a percentage of net sales and the Company’s operating earnings for Mr. Garrison and represented 80% of his annual incentive target and he also was eligible for the Stretch Incentive.

Qualitative Targets: The following table provides a detailed listing of the qualitative performance measures that were considered by the Committee and their percentage weighting:
terexlogo9a.jpg
2021 PROXY STATEMENT
25

COMPENSATION
Performance MeasureWeighting of the
Qualitative Target
(%)
Goals
ESG25%
Reduce the Company’s total recordable incident rate to less than 1.90 and the Company’s lost time rate to less than 0.42. Cause the Company to issue its first Corporate Sustainability Report. Implement global protocols in response to COVID-19. Ensure a diverse slate of candidates for the Board of Directors. Achieve Women at Terex targets (1% increase at leader level, 0.5% increase in operational roles and 0.5% increase overall). Broaden our diversity and inclusion initiatives to focus on and increase the representation of other ethnic groups within Terex.
Strategy Development and Execution
60%Transition the Company’s strategy from Focus, Simplify and Execute to Win to Execute, Innovate, Grow. Drive the Company’s management to take the actions necessary to ensure adequate liquidity to respond to COVID-19. Achieve at least $100 million of cost reduction savings. Complete transition of strategic sourcing organization back into segments while still delivering targeted savings. Complete the new Watertown facility on time and on budget. Sustain investment in new products at a level necessary to support company-wide product vitality in excess of 20%.
Talent Development15%Support successful transition of new ELT members into their roles. Ensure smooth and successful transition of AWP leadership. Continue to build pipeline and promote team member development, targeting at least 70% of our Band5+ positions to be filled by internal candidates.
The following tables detail the quantitative and qualitative portions of Mr. Garrison’s 2020 bonus amount:
Quantitative Annual Incentive GoalQuantitative
Annual Incentive
Target Amount
Amount for Achievement
of Quantitative Targets
NWC$243,750$257,400
Operating Earnings$731,250$0
Total$975,000$257,400
Qualitative Annual Incentive GoalQualitative
Annual Incentive
Target Amount
Amount for Achievement
of Qualitative Targets
ESG$60,938$60,938
Strategy Development and Execution$146,250$146,250
Talent Development$36,562$36,562
Total$243,750$243,750
Due to the Company’s Stretch Incentive achievement, Mr. Garrison earned an additional $182,813, which resulted in a total annual incentive amount of $683,963.
Benefits and Perquisites: The Company previously eliminated substantially all perquisites that applied to its executive officers other than benefits which are also provided generally to all other U.S.-based salaried employees, such as Company-paid life insurance and matching contributions in the Company’s 401(k) Plan and Employee Stock Purchase Plan, medical, dental and vision plans, flexible spending accounts, long and short-term disability coverage and relocation reimbursements and
payments. Executive officers are eligible for a comprehensive annual executive physical. In addition, executive officers, as well as certain other middle management team members of the Company, may elect to defer compensation and receive matching contributions in one of the Company’s deferred compensation plans.
Generally, perquisites granted to executive officers are allocated to their income and they are required to pay income taxes on such perquisites. The Company does not provide a tax gross up on executive perquisites except as they relate to certain relocation benefits or expatriate assignments.
Long-Term Incentive Compensation
Long-Term Incentive Compensation: One of the primary components of the Company’s long-term incentive compensation is the granting of restricted stock and/or cash awards to executive officers, including awards which have a
performance-based component. Stock awards have the dual objective of helping to build stockholder value while also serving to retain and motivate the Company’s senior leadership.
terexlogo9a.jpg
26
2021 PROXY STATEMENT

COMPENSATION
Long-term incentive compensation is designed to provide wealth creation for executives if stockholder value is created.
The Company’s objective is to provide its executive officers with long-term incentive awards that are generally at or above the median of the award level at the Benchmark Companies. Long-term incentive awards may include cash and non-cash components. When determining the size of equity awards, the Committee also believes that there is merit in taking into account the amount of equity that an executive owns in the Company, and the Committee undertook an extensive review in 2020 of the equity ownership in the Company of each of the executives. However, the overriding factor in determining the size and amount of equity grants is ensuring that grants are motivational and measurable, while providing competitive equity grants that are determined based on grant date economic value. The Committee also takes into account that the Company competes for corporate management talent in high cost of labor areas when determining the size and amount of equity grants. In 2020, the
long-term incentive awards to the Named Executive Officers were, in the aggregate, above the median of the award level at the Benchmark Companies.
In 2020, the long-term compensation awards granted by the Company consisted of time-based restricted stock awards and performance-based restricted stock awards.
For each of the executive officers, 65% of the long-term incentive awards were allocated to performance-based restricted stock and 35% allocated to time-based restricted stock. The long-term incentive awards for the entire leadership team of the Company were more heavily performance-based than that of the rest of the Company because the Committee believes the senior leadership team has the highest level of decision-making in the Company and, therefore, has the greatest potential impact on the Company’s overall performance. As a result, the Committee believes their compensation should be more heavily weighted to the Company’s overall performance.
Long-Term Incentive Awards
Named Executive OfficerPerformance-BasedTime-Based
John L. Garrison65%35%
John D. Sheehan65%35%
Kieran Hegarty65%35%
Scott Posner65%35%
Amy George65%35%
2020 Long-Term Incentive Awards: The Company’s policy is to make grants of long-term incentive awards in the first quarter of each calendar year, shortly after the Company’s prior year’s results are finalized and both the results and earnings guidance for the coming year are released publicly.
Following that policy, in February 2020, the executive officers were granted long-term incentive awards. The grants for the executives contained both time-based awards and performance-based awards. Each time-based award will vest solely on the passage of time over a three-year period, with one-third of the time-based award vesting on February 26 of each of 2021, 2022 and 2023, to the extent the executive is still employed with the Company.
As in previous years, the performance-based awards were generally split between two performance metrics. For 2020, the Committee approved using both total shareholder return (“TSR”) and return on invested capital (“ROIC”) as the performance metrics for the performance-based awards.
The Committee continued to believe that TSR was an appropriate performance measure as it closely aligns this portion of executive pay with stockholder performance. The Committee determined that ROIC was an appropriate performance measure for long-term incentive awards. ROIC is one of the primary measures to assess operational performance, as it measures how effectively the Company uses money invested in its operations, and the Committee believes this is a metric that is strongly
aligned with longer-term performance and decision making. ROIC highlights the level of value creation when compared to the Company’s cost of capital. The after-tax measurement of ROIC is important because the Committee believes tax planning and management are important components of the Company’s overall performance.
Each long-term incentive award included two performance-based awards. The first performance-based award (the “ROIC Award”) is generally contingent upon the Company achieving a targeted ROIC in each of 2020, 2021 and 2022 (the “ROIC Target”). For each of 2020, 2021 and 2022, the proportionate target amount will be received if the Company achieves its ROIC Target for such year, with the amount subject to increase or decrease for attainment above or below the ROIC Target for such year. The ROIC Target for 2020 was 13%. As a result of the Company’s performance, the executives earned 0% of the 2020 portion of the performance-based award. The ROIC Targets for 2021 and 2022 will be based upon the operating plan approved by the Board for the applicable year. The executive will earn 100% of the ROIC Award for a particular year if the Company achieves the ROIC Target for such year. Any earned portion of an award will not be paid until the end of the three-year performance period. For performance that fails to meet the ROIC Target, less than 100% of the ROIC Award will be received, with the actual payment amount corresponding directly with the level of achievement under the target (e.g., 90% achievement would result in a 75% payment, 80% achievement would result in a 50% payment, 70% achievement would result
terexlogo9a.jpg
2021 PROXY STATEMENT
27

COMPENSATION
in a 25% payment and less than 70% achievement would result in no payment). Alternatively, for performance that exceeds the ROIC Target, greater than 100% of the ROIC Shares will be received, with the actual payment amount corresponding directly with the level of achievement in excess of the target (e.g., 110% achievement would result in a 125% payment, 120% achievement would result in a 150% payment, 140% achievement would result in 200% payment and greater than 140% achievement is capped at a payment of 200%). The Committee, together with its independent consultant, did a thorough review of the long-term incentive awards granted by the Benchmark Companies. The Committee believes the Company’s performance award payout structure and performance ranges support the cyclical nature of our industry and closely aligns with the threshold levels of the Benchmark Companies.
The second performance-based award (the “TSR Award”) is contingent upon the Company achieving a percentile rank of 50th (the “TSR Target”) against the Benchmark Companies for three-year annualized total stockholder return (“TSR”) for the period January 1, 2020 through December 31, 2022.
TSR combines share price appreciation and dividends paid to measure the total return to shareholders. TSR is calculated by adding the change in a company’s stock price during a specified time period to any dividends paid by such company during the
time period and dividing that sum by the stock price of such company at the beginning of the period. The amount of shares earned will be based on the performance attainment as contained in the table below.
TSR Award
PerformancePayout
Below Threshold
< 30th Percentile
0%
Threshold
30th Percentile
25%
Target
50th Percentile
100%
Maximum
≥ 80th Percentile
200%
The Committee, together with its independent consultant, did a thorough review of the TSR awards granted by the Benchmark Companies. The Committee believes the Company’s performance award payout structure and performance ranges for the TSR awards supports the cyclical nature of our industry and closely aligns with the threshold, target and maximum levels of the Benchmark Companies.
The Committee believes that the three-year period for these awards and these performance metrics helps motivate long-term decision making and better aligns the interests of the executives and the Company’s stockholders. No shares earned prior to the end of the three-year period are paid out until after the end of the three-year period.
Post-Employment Compensation
Retirement Plans and Life Insurance: The Company offers a variety of mechanisms for its executive officers to plan for their retirement. These plans are offered to attract and retain executive officers by offering them benefits similar to those offered by the Benchmark Companies. The retirement plans offered by the Company to its executive officers generally include a 401(k) plan, which is also offered to most of the Company’s U.S. based employees, a deferred compensation plan, an ERISA excess plan and a defined contribution supplemental executive retirement plan (“DC SERP”). See “Nonqualified Deferred Compensation” for a description of the Company’s deferred compensation plan and DC SERP.
In addition, each executive officer receives a life insurance benefit that provides his or her family with a core level of security in case of the premature death of the executive officer. The Company provides each executive officer with a group life insurance benefit that is approximately two times his or her base salary, up to a maximum of $900,000.
Termination of Employment and Change in Control Arrangements: Each of the Named Executive Officers is a party
to a Change in Control and Severance Agreement with the Company (collectively, the “Executive Agreements”). The Company does not have any agreements that contain excise tax gross ups.
The Executive Agreements provide the executive officers with a core level of assurance that their actions on behalf of the Company and its stockholders can proceed without the potential distraction of short-term issues that may affect the Company (e.g., merger, buyout, etc.) and helps ensure that they continue to act in the best interests of the Company. In addition, these agreements contain measures that protect the Company as well, such as confidentiality, non-compete and non-solicitation provisions. The key terms of these agreements are generally customary provisions for agreements of this type and are described below in “Potential Payments Upon Termination or Change in Control.”

terexlogo9a.jpg
28
2021 PROXY STATEMENT

COMPENSATION
Compensation Committee Report
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE
DONALD DEFOSSET
SANDIE O’CONNOR
ANDRA RUSH
terexlogo9a.jpg
2021 PROXY STATEMENT
29

COMPENSATION
Executive Officers
The following table sets forth, as of March 24, 2021, the respective names and ages of the Company’s executive officers, indicating all positions and offices held by each such person. Each officer is elected by the Board to hold office for one year or until his or her successor is duly elected and qualified.
NAMEAGEPOSITIONS AND OFFICES WITH COMPANY
John L. Garrison, Jr.60
Chairman and Chief Executive Officer, President, Terex Aerial Work Platforms
John D. Sheehan60Senior Vice President and Chief Financial Officer
Amy George59Senior Vice President Human Resources, Chief Human Resources Officer
Kieran Hegarty54President, Terex Materials Processing
Scott Posner46Senior Vice President, General Counsel and Secretary
For information regarding Mr. Garrison, refer to the section above titled “Election of Directors.”
John D. Sheehan became Senior Vice President and Chief Financial Officer on February 27, 2017. Prior to joining the Company, Mr. Sheehan most recently served as Executive Vice President and Chief Financial Officer of Mylan N.V., a global pharmaceutical company, from 2010 through April 1, 2016. Prior to joining Mylan, Mr. Sheehan worked in a variety of financial positions at Delphi Corporation, a global supplier to the auto industry. During his last two years at Delphi he served as Chief Financial Officer. Additionally, Mr. Sheehan’s experience includes 20 years with KPMG LLP where he was an Audit Engagement Partner, including an assignment in Germany.
Amy George was appointed Senior Vice President Human Resources, Chief Human Resources Officer on December 9, 2019. She previously served as Vice President, Chief Talent and Diversity Officer since November 2017. Ms. George began her Terex career in February 2007. Prior to joining Terex, Ms. George was employed by PepsiCo for approximately 10 years, and held a variety of leadership roles in Human Resources, culminating in her position as Vice President, Global
Diversity. Prior to that, Ms. George was employed for ten years at James River Corporation, now Georgia Pacific, where she held management positions in a variety of functions, including Sales, General Management, Customer Administration and Human Resources. She began her career in Human Resources at Chesebrough-Ponds.
Kieran Hegarty was named President, Terex Materials Processing in March 2010. Prior to that, Mr. Hegarty had been serving as Vice President, Terex Materials Processing since January 2006. Previously, he held various general management positions within the Powerscreen group of companies since 1992.
Scott J. Posner was appointed Senior Vice President, General Counsel and Secretary in December 2019. Previously, Mr. Posner had been serving as Vice President, Deputy General Counsel and Assistant Secretary of the Company since April 2012. He joined Terex in January 2004 as Legal Counsel and has held a number of positions of increasing responsibility since that time. Prior to joining Terex, Mr. Posner was an associate at Weil, Gotshal & Manges LLP from 2001 to 2004.

terexlogo9a.jpg
30
2021 PROXY STATEMENT

COMPENSATION
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The Summary Compensation Table below shows the compensation for the three previous fiscal years, as applicable, of the Company’s Chief Executive Officer, Chief Financial Officer and the Company’s three other highest paid executive officers who had 2020 total qualifying compensation in excess of $100,000 (the “Named Executive Officers”).
Name and Principal PositionYearSalary
($)
Bonus
($)
Stock
Awards
($)(1)(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)(3)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)(4)
Total
($)
John L. Garrison2020$650,625$0$5,871,064$0$683,963$0$233,698$7,439,350
Chairman and Chief Executive Officer,2019$967,788$0$6,295,656$0$699,742$0$369,416$8,332,602
President, Terex Aerial Work Platforms2018$935,577$0$6,741,994$0$1,469,800$0$482,329$9,629,700
John D. Sheehan2020$604,822$0$1,908,096$0$311,420$0$155,178$2,979,516
Senior Vice President2019$674,794$0$2,046,088$0$297,723$0$222,737$3,241,342
and Chief Financial Officer2018$659,250$0$1,970,750$0$620,537$0$212,977$3,463,514
Kieran Hegarty(5)
2020$389,694$0$1,174,213$0$265,430$0$57,716$1,887,053
President, Terex Materials2019$443,213$0$1,259,131$0$192,128$0$72,493$1,966,965
Processing
Scott Posner2020$378,250$0$587,106$0$153,306$0$67,718$1,186,380
Senior Vice President, General
Counsel and Secretary
Amy George2020$387,150$0$489,255$0$169,989$0$95,589$1,141,983
Senior Vice President Human Resources,2019$404,754$0$415,042$0$124,657$0$56,827$1,001,280
Chief Human Resources Officer
(1)See Note N – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a detailed description of the assumptions that the Company used in determining the dollar amounts recognized for financial statement reporting purposes of its stock awards.
(2)The amounts listed in the Stock Awards column are the aggregate grant date fair value amounts computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The amounts listed in the Stock Awards column include awards that are subject to performance conditions. For the 2020 awards, if the maximum performance is achieved, the stock award amounts for Messrs. Garrison, Sheehan, Hegarty and Posner and Ms. George would be $9,642,127, $3,133,691, $1,928,425, $964,213 and $803,511, respectively.
(3)The 2020, 2019 and 2018 amounts for Messrs. Garrison and Sheehan, the 2020 and 2019 amounts for Mr. Hegarty and Ms. George, and the 2020 amounts for Ms. Posner, as applicable, reflect annual incentive awards earned during fiscal years 2020, 2019 and 2018, respectively, under the 2018 Omnibus Plan.
(4)As part of its competitive compensation program, the Company in 2020 provided its Named Executive Officers with certain perquisites and other personal benefits. The amounts listed below are the aggregate incremental cost of the benefits and perquisites paid by the Company. The aggregate incremental cost to the Company is computed as the actual out-of-pocket cost to the Company of supplying such perquisite. For example, the amount listed under the Company Paid Life Insurance column is the amount that the Company paid to a third party as a result of providing the life insurance to the Named Executive Officer. As part of their compensation, each of the Named Executive Officers in 2020 received the benefits and perquisites listed in the table below:
NameDisability
Premiums
401(k) Matching
Contributions
Employee Stock
Purchase Plan
Company
Contributions
Company Paid
Life Insurance
Dividends on
Stock
Awards*
Other**Total
John L. Garrison$1,073$14,250$0$2,592$29,381$186,402$233,698
John D. Sheehan$1,073$14,250$0$2,592$9,581$127,682$155,178
Kieran Hegarty$0$0$0$1,747$5,744$50,225$57,716
Scott Posner$1,073$14,250$0$2,448$2,813$47,134$67,718
Amy George$1,073$14,250$405$2,506$2,120$75,235$95,589
*    Dividends are received on time-based restricted stock awards and on performance-based stock only to the extent that awards have been earned.
**    The amount shown for Mr. Garrison consists of (i) $166,858 for the Company’s contribution to the DC SERP, (ii) $14,719 for matching contribution to the Company’s ERISA Excess Plan and (iii) $4,825 related to executive health benefits; the amount shown for Mr. Sheehan consists of (i) $97,321 for the Company’s contribution to the DC SERP, (ii) $25,536 for matching contributions to the Company’s Deferred Compensation Plan, and (iii) $4,825 related to executive health benefits; the amount shown for Mr. Hegarty consists of (i) $14,695 for a vehicle allowance, (ii) $34,901 for pension contributions and related payments, and (iii) $629 related to executive health benefits; the amount shown for Mr. Posner consists of (i) $42,365 for the Company’s contribution to the DC SERP and (ii) $4,769 for matching contribution to the Company’s ERISA Excess Plan; the amount shown for Ms. George consists of (i) $53,111 for the
terexlogo9a.jpg
2021 PROXY STATEMENT
31

COMPENSATION
Company’s contribution to the DC SERP, (ii) $17,049 for matching contributions to the Company’s Deferred Compensation Plan, (iii) $4,825 related to executive health benefits and (iv) $250 related to a wellness plan benefit.
(5)Mr. Hegarty received his 2020 compensation in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2890.
Grants of Plan-Based Awards
The following table sets forth information on grants of awards under the Company’s equity and non-equity incentive plans during 2020 to the Named Executive Officers. The amount of stock awards, option awards and non-equity incentive plan compensation recognized for financial reporting purposes by the Company for the Named Executive Officers during 2020 is also listed in the Summary Compensation Table.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
All Other Stock Awards: Number of Shares of Stock or Units (#)(3)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/Sh)
Grant Date Fair Value of Stock and Option Awards(4)
NameGrant
Date
Threshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
John L. Garrison2/26/202092,879 $2,100,000
2/26/202021,561 86,245 172,490 $1,950,000
2/26/202021,561 86,245 172,490 $1,821,064
N/A$9,141$1,218,750$2,242,500
John D. Sheehan2/26/202030,186 $682,500 
2/26/20207,008 28,030 56,060 $633,750 
2/26/20207,008 28,030 56,060 $591,846 
N/A$25,484 $509,681 $937,813 
Kieran Hegarty2/26/202018,576 $420,000
2/26/20204,312 17,249 34,498 $390,000
2/26/20204,312 17,249 34,498 $364,213
N/A$17,192$343,875$632,680
Scott Posner2/26/20209,288 $210,000 
2/26/20202,156 8,625 17,250 $195,000 
2/26/20202,156 8,625 17,250 $182,106 
N/A$12,750 $255,000 $469,200 
Amy George2/26/20207,740 $175,000
2/26/20201,797 7,187 14,374 $162,500
2/26/20201,797 7,187 14,374 $151,755
N/A$14,138$282,750$520,260
(1)The target award levels established for the annual incentive program are established annually in the first quarter and are expressed as a percentage of the Named Executive Officer’s base salary. See “Compensation Discussion and Analysis” under the heading “Annual Incentive Program” for a description of the annual incentive bonus program. The amounts reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for awards under the annual incentive bonus program made in 2020 and based on performance in 2020, that were paid in March 2021. Thus, the amounts shown in the “threshold, target and maximum” columns reflect the range of potential payouts when the target award levels were established in the first quarter of 2020. The actual amounts paid pursuant to those awards are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)The amounts reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for performance share awards granted in 2020. The first performance share award is subject to the Company achieving certain ROIC targets and the second performance share award is subject to the Company achieving certain TSR targets. The performance share awards pay $0 for performance below threshold. These performance shares will vest in full in 2023 if the target performance criteria are satisfied. For a description of the process for determining target award levels and the terms of the performance share awards, please refer to “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Compensation.” Upon the earliest to occur of certain changes in control of the Company or the death or disability of the recipient of the grant, any unvested portion of such performance shares shall vest immediately. Dividends, if any, are paid on earned performance shares at the same rate as paid to all stockholders.
(3)The amounts in this column reflect the time-based restricted stock awards granted in 2020. For a description of the process for determining award levels and the terms of such awards, see “Compensation Discussion and Analysis” under the heading “Long-Term Incentive Compensation.” Upon the earliest to occur of certain changes in control of the Company or the death or disability of the recipient of the grant, any unvested portion of such restricted stock award shall vest immediately. Dividends, if any, are paid on restricted stock awards at the same rate as paid to all stockholders.
(4)The grant date fair value of the equity awards granted in 2020 was calculated in accordance with ASC 718. For a description of the assumptions made in valuing the equity awards see Note N – “Stockholders’ Equity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
terexlogo9a.jpg
32
2021 PROXY STATEMENT

COMPENSATION
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes the amount of unexercised stock options, Restricted Stock that has not vested and equity incentive plan awards that have not yet vested for each of the Named Executive Officers as of December 31, 2020.
NameNumber of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
John L. Garrison
20,128(2)
$702,282 
13,548(3)
$472,706 
13,548(4)
$472,706 
22,233(5)
$775,721 
13,114(6)
$457,530 
18,065(7)
$630,724 
42,399(8)
$1,479,299 
14,479(9)
$505,164 
14,479(10)
$505,164 
14,479(11)
$505,164 
14,014(12)
$488,946 
19,305(13)
$673,552 
19,305(14)
$673,552 
93,643(15)
$3,267,210 
21,561(16)
$752,272 
21,561(17)
$752,272 
21,561(18)
$752,272 
21,561(19)
$752,272 
28,748(20)
$1,003,030 
28,748(21)
$1,003,030 
28,748(22)
$1,003,030 
John D. Sheehan
8,433(2)
$294,215 
3,056(3)
$106,625 
3,056(4)
$106,625 
5,015(5)
$174,975 
2,958(6)
$103,202 
4,075(7)
$142,167 
13,780(8)
$480,799 
4,706(9)
$164,178 
4,706(10)
$164,178 
4,706(11)
$164,178 
4,555(12)
$158,907 
6,274(13)
$218,904 
6,274(14)
$218,904 
30,434(15)
$1,061,843 
7,007(16)
$244,488 
7,007(17)
$244,488 
7,007(18)
$244,488 
7,007(19)
$244,489 
9,343(20)
$325,985 
9,343(21)
$325,985 
9,343(22)
$325,985 
Kieran Hegarty
4,757(2)
$165,958 
1,724(3)
$60,148 
1,724(4)
$60,148 
terexlogo9a.jpg
2021 PROXY STATEMENT
33

COMPENSATION
NameNumber of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
2,829(5)
$98,704 
1,669(6)
$58,217 
2,299(7)
$80,197 
8,480(8)
$295,860 
2,896(9)
$101,033 
2,896(10)
$101,033 
2,896(11)
$101,033 
2,803(12)
$97,789 
3,861(13)
$134,710 
3,861(14)
$134,710 
18,729(15)
$653,442 
4,312(16)
$150,454 
4,312(17)
$150,454 
4,312(18)
$150,454 
4,312(19)
$150,454 
5,750(20)
$200,606 
5,750(21)
$200,606 
5,750(22)
$200,606 
Scott Posner
1,882(2)
$65,658 
746(5)
$26,022 
440(6)
$15,348 
606(7)
$21,143 
4,054(8)
$141,460 
481(12)
$16,784 
663(13)
$23,121 
663(14)
$23,121 
1,837(23)
$64,091 
9,364(15)
$326,721 
2,156(16)
$75,227 
2,156(17)
$75,227 
2,156(18)
$75,227 
2,156(19)
$75,227 
2,875(20)
$100,303 
2,875(21)
$100,303 
2,875(22)
$100,303 
Amy George
1,661(2)
$57,968 
602(3)
$20,999 
602(4)
$20,999 
988(5)
$34,459 
583(6)
$20,324 
802(7)
$27,998 
2,796(8)
$97,544 
955(9)
$33,303 
955(10)
$33,303 
955(11)
$33,303 
924(12)
$32,234 
1,273(13)
$44,404 
1,273(14)
$44,404 
terexlogo9a.jpg
34
2021 PROXY STATEMENT

COMPENSATION
NameNumber of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
7,804(15)
$272,268 
1,797(16)
$62,689 
1,797(17)
$62,689 
1,797(18)
$62,689 
1,797(19)
$62,689 
2,396(20)
$83,586 
2,396(21)
$83,586 
2,396(22)
$83,586 
(1)Values based on the closing price of the Company’s Common Stock on the NYSE on December 31, 2020 of $34.89.
(2)The shares of Restricted Stock vested on March 8, 2021.
(3)The shares of Restricted Stock vested on March 8, 2021 because the Company exceeded its target TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. Based on the Company’s TSR performance as reported by an independent third party and approved by the Board, each executive received 163% of the initial performance award.
(4)The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2018 and December 31, 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. As the Company’s TSR percentile rank for the periods from January 1, 2018 through December 31, 2020 was below the threshold of the 30th percentile for that time period, the executives did not receive any portion of the performance-based award.
(5)The shares of Restricted Stock vested on March 8, 2021 because the Company exceeded its target ROIC for 2018. Based on the Company’s ROIC performance, each executive received 120% of the initial performance award.
(6)The shares of Restricted Stock vested on March 8, 2021 because the Company exceeded its threshold ROIC for 2019. Based on the Company’s ROIC performance, each executive received 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target.
(7)The shares of Restricted Stock vest if the Company achieves a target ROIC for 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2020 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. As the Company’s ROIC for 2020 was below the threshold of 13% for that time period, the executives did not receive any portion of the performance-based award.
(8)The shares of Restricted Stock vest as follows: 12 on March 12, 2021 and 12 on March 12, 2022.
(9)The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC because the Company exceeded its target TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. Based on the Company’s TSR performance as reported by an independent third party and approved by the Board, each executive earned 151% of the initial performance award.
(10)The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2021 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
(11)The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2019 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
(12)The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC because the Company exceeded its threshold ROIC for 2019. Based on the Company’s ROIC performance, each executive earned 72% of the initial performance award and forfeited the remaining 28% as the Company’s ROIC performance was below the target.
(13)The shares of Restricted Stock vest if the Company achieves a target ROIC for 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. As the Company’s ROIC for 2020 was below the threshold of 13% for that time period, the executives will not receive any portion of the performance-based award.
(14)The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2021. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2021 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2021 will be based upon the Company’s 2021 operating plan.
(15)The shares of Restricted Stock vest as follows: 13 on February 26, 2021; 13 on February 26, 2022; and 13 on February 26, 2023.
(16)The shares of Restricted Stock will vest on the later of the third anniversary of the date of grant, or after the Company’s 2022 financial statements are completed and filed with the SEC because the Company exceeded its target TSR percentile rank for the annual period between January 1, 2020 and December 31, 2020. Based on the Company’s TSR performance as reported by an independent third party and approved by the Board, each executive earned 144% of the initial performance award.
terexlogo9a.jpg
2021 PROXY STATEMENT
35

COMPENSATION
(17)The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual period between January 1, 2021 and December 31, 2021. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2022 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
(18)The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2022 and December 31, 2022. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant or after the Company’s 2022 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
(19)The shares of Restricted Stock vest if the Company achieves a targeted TSR percentile rank for the annual periods between January 1, 2020 and December 31, 2022. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant or after the Company’s 2022 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.
(20)The shares of Restricted Stock vest if the Company achieves a target ROIC for 2020. If this target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2022 financial statements are completed and filed with the SEC. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. As the Company’s ROIC for 2020 was below the threshold of 13% for that time period, the executives will not receive any portion of the performance-based award.
(21)The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2021. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2022 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2021 will be based upon the Company’s 2021 operating plan.
(22)The shares of Restricted Stock will vest if the Company achieves a targeted ROIC in 2022. If the target is achieved, the shares will vest in full on the later of the third anniversary of the date of grant, or after the Company’s 2022 financial statements are completed and filed with the SEC. The number of shares in this grant is subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. The ROIC target for 2022 will be based upon the Company’s 2022 operating plan.
(23)The shares of Restricted Stock vest as follows: 12 on October 31, 2021 and 12 on October 31, 2022.
Option Exercises and Stock Vested
The table below summarizes the stock options exercised and each vesting of Restricted Stock during 2020 for each of the Named Executive Officers.
Option AwardsStock Awards
NameNumber of
Shares Acquired on Exercise
(#)
Value
Realized
on Exercise
($)
Number of
Shares
Acquired
on Vesting
(#)
Value
Realized
on Vesting
($)
John L. Garrison0$0203,737$ 4,298,527
John D. Sheehan0$072,667$ 1,535,288
Kieran Hegarty0$031,381$ 651,211
Scott Posner0$09,199$ 187,307
Amy George0$010,690$ 221,978
Nonqualified Deferred Compensation
The table below provides information for the Named Executive Officers with respect to the Company’s Deferred Compensation Plan, ERISA Excess Plan and DC SERP.
Name
Executive
Contributions in
Last FY
($)(1)
Registrant
Contributions in
Last FY
($)(2)
Aggregate
Earnings in Last
FY
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last
FYE
($)(3)
John L. Garrison$21,281$181,577$269,063$0$2,237,064
John D. Sheehan$118,873$122,857$207,725$0$1,117,850
Kieran Hegarty$0$0$0$0$0
Scott Posner$9,346$47,134$4,364$0$60,844
Amy George$134,756$70,160$377,296$0$2,597,207
(1)The amounts shown in the “Executive Contributions in Last FY” column are included in the “Salary”, “Bonus” and/or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table above.
(2)The amounts shown in the “Registrant Contributions in Last FY” column are included in the “All Other Compensation” column of the Summary Compensation Table above.
terexlogo9a.jpg
36
2021 PROXY STATEMENT

COMPENSATION
(3)Includes $831,530 for Mr. Garrison, $252,540 for Mr. Sheehan and $27,987 for Ms. George, which amounts were included in Summary Compensation Tables in previous years.
Under the Deferred Compensation Plan or ERISA Excess Plan, a Named Executive Officer may defer up to (i) 20% of his/her salary and (ii) 100% of his/her bonus (participants may not defer salary and/or bonus amounts in the same year to both the Deferred Compensation Plan and the ERISA Excess Plan). The deferrals in the Deferred Compensation Plan may be invested in Common Stock or in a bond fund and deferrals in the ERISA Excess Plan may be invested in a number of investment options that generally mirror the investment options of the Company’s 401(k) Plan. The Deferred Compensation Plan bond deferrals are invested in the Baird Core Plus Bond Fund (Institutional Class). For Deferred Compensation Plan deferrals, the Company makes a contribution of 25% of the Named Executive Officer’s salary and/or bonus that is deferred and invested in Common Stock. For ERISA Excess Plan deferrals, the Company makes a contribution of 100% of the Named Executive Officer’s salary and/or bonus that is deferred to the extent such deferral does not exceed 5% of salary and bonus. The Company does not make a contribution with respect to any deferrals into the Deferred Compensation Plan bond fund. Participants in the Deferred Compensation Plan and ERISA Excess Plan are always fully vested in their deferrals and any matching contributions received. The DC SERP is intended to provide certain senior executives of the Company with retirement benefits in recognition of their contributions to the long-term growth of the Company. Participants in the DC SERP with ten or more years of eligible service are vested and entitled to contributions made by the Company to their DC SERP account. Mr. Sheehan was
credited with five years of service for vesting purposes when he was hired by the Company. Annual contributions are based upon 10% of the participant’s base salary and bonus earned. DC SERP accounts are invested in the Baird Core Plus Bond Fund (Institutional Class). Benefits are payable in a lump sum payout following termination of employment.
The Named Executive Officers may receive payments under the Deferred Compensation Plan and ERISA Excess Plan after their employment terminates, upon their death or if they have an unforeseeable emergency (as defined in the Deferred Compensation Plan).
In addition, participants in the Deferred Compensation Plan may elect to receive all or a portion of their deferral, including the Company’s matching contribution, after the deferral has been in the Deferred Compensation Plan for at least three years. Furthermore, for deferrals made prior to December 31, 2004, if they elect to receive an accelerated distribution under the Deferred Compensation Plan, the Named Executive Officers shall (i) forfeit 10% of the amount of the distribution to the Company, (ii) forfeit any Company matching contribution that has not been in the plan for at least one year due to the accelerated distribution and (iii) be unable to make further deferrals into the plan for at least 12 months. In accordance with Section 409A of the Code, accelerated distributions are not allowed under the Deferred Compensation Plan for any deferrals made after December 31, 2004.
Potential Payments Upon Termination or Change in Control
Pursuant to the Executive Agreements in effect as of December 31, 2020, if an executive’s employment with the Company is terminated within six months of a Change in Control (as defined in the Executive Agreements) in anticipation of such Change in Control or within 24 months following a Change in Control, other than for Cause, by reason of death or Permanent Disability or by the executive without Good Reason (each as defined in the Executive Agreements), the executive is to receive (i) two times his/her base salary (Mr. Posner and Ms. George would receive one times his/her base salary), (ii) two times his/her target annual bonus (Mr. Posner and Ms. George would receive one times his/her annual bonus), (iii) a prorata payment for year-to-date service, and (iv) any accrued vacation pay. This payment is to be paid in a lump sum simultaneously with the executive’s termination or on a monthly basis. In addition, the executive also will receive (a) immediate vesting of unvested stock options, stock grants and cash performance awards, with a period of up to six months following termination to exercise such options, (b) continuing insurance coverage for 24 months from termination (Mr. Posner and Ms. George would receive coverage for 12 months), (c) continuation of all other benefits in effect at the time of termination for 24 months from termination (Mr. Posner and Ms. George would receive benefits for 12 months) and
(d) outplacement services for a period of at least 12 months from termination.
In the event an executive’s employment with the Company is terminated by the Company without Cause or by the executive for Good Reason (other than in connection with a Change in Control), the Company is to pay the executive (i) two times his/her base salary (Mr. Posner and Ms. George would receive one times his/her base salary), (ii) two times his/her target annual bonus (this is not applicable for Mr. Posner and Ms. George), (iii) a prorata payment for year-to-date service, and (iv) any accrued vacation pay. This amount is to be paid in 24 equal monthly payments (Mr. Posner and Ms. George would be paid in 12 equal monthly payments). In such event, the executive would also have the right to exercise any stock options, long-term incentive awards or similar awards for up to six months following termination, and would immediately vest in non-performance based options and stock awards granted under the Company’s incentive plans that would vest in the 24 months following the date of termination (Mr. Posner and Ms. George would immediately vest in the options and stock awards granted to him/her under the Company’s incentive plans that would vest in the 12 months following the date of termination). In addition, the Company would also provide continuing insurance coverage, continuation of all other benefits in effect at the time of
terexlogo9a.jpg
2021 PROXY STATEMENT
37

COMPENSATION
termination for 24 months from termination (Mr. Posner and Ms. George would receive coverage and benefits for 12 months) and outplacement services for a period of at least 12 months from termination.
As part of the Executive Agreements, the executives agree to keep confidential certain Company information and not to disparage the Company. In addition, Messrs. Garrison, Sheehan and Hegarty agree that, for a period of 24 months, following the date of termination, the executive will not, without the prior written consent of the Company, directly or indirectly engage in or render any services to any Competitive Business (as such term
is defined in the Executive Agreements) nor solicit, induce or entice any employee of the Company to leave the Company.
Each Executive Agreement has an initial term of one year and automatically renews for an additional term of one year commencing on each anniversary of the date of the agreement until and unless either party sends written notice of non-renewal to the other party at least six months prior to a renewal date; provided, however, that if a Change in Control shall occur during the initial or renewed term of such agreement, then the Executive Agreement remains in effect until the third anniversary of the date of the Change in Control.
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Garrison, assuming that the triggering event took place on December 31, 2020 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on December 31, 2020 and Mr. Garrison was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits
and Payments
Upon Termination
Voluntary
Termination
Early or
Normal
Retirement
Involuntary
Not For Cause
or Good Reason
Termination
For Cause
Termination
Involuntary Not
For Cause or
Good Reason
Termination
(Change in Control)
DeathDisability
Base Salary00$1,950,0000$1,950,00000
Annual Incentive00$3,656,2500$3,562,50000
Restricted Shares (time-based)00$4,359,8120$5,448,771$5,448,771$5,448,771
Restricted Shares (performance-based)00$1,722,2050$12,178,599$12,178,599$12,178,599
Stock Options0000000
Cash Awards0000000
Disability Premiums00
$2,000(1)
0
$2,000(1)
00
Life Insurance Premiums00
$5,000(1)
0
$5,000(1)
00
Other Benefits00
$408,300(1)
0
$408,300(1)
00
Retirement Plan Payments(2)
$1,560,000$1,560,000$1,560,000$1,560,000$1,560,000$1,560,000$1,560,000
Life Insurance Proceeds00000$900,0000
Disability Benefits000000
$750,000(3)
(1)Reflects the estimated value of a benefit that Mr. Garrison would be entitled to receive.
(2)Reflects the estimated value of Mr. Garrison’s qualified and non-qualified retirement plans on December 31, 2020.
(3)Reflects the estimated value of all future payments that Mr. Garrison would be entitled to receive under the Company’s disability program.














terexlogo9a.jpg
38
2021 PROXY STATEMENT

COMPENSATION
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Sheehan, assuming that the triggering event took place on December 31, 2020 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on December 31, 2020 and Mr. Sheehan was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits
and Payments
Upon Termination
Voluntary
Termination
Early or
Normal
Retirement
Involuntary
Not For Cause
or Good Reason
Termination
For Cause
Termination
Involuntary Not
For Cause or
Good Reason
Termination
(Change in Control)
DeathDisability
Base Salary00$1,359,1500$1,326,00000
Annual Incentive00$1,529,0440$1,529,04400
Restricted Shares (time-based)00$1,482,9420$1,836,854$1,836,854$1,836,854
Restricted Shares (performance-based)00$437,1020$3,678,732$3,678,732$3,678,732
Stock Options0000000
Cash Awards0000000
Disability Premiums00
$2,000(1)
0
$2,000(1)
00
Life Insurance Premiums00
$5,000(1)
0
$5,000(1)
00
Other Benefits00
$291,000(1)
0
$291,000(1)
00
Retirement Plan Payments(2)
$890,000$890,000$890,000$890,000$890,000$890,000$890,000
Life Insurance Proceeds00000$900,0000
Disability Benefits000000
$790,000(3)
(1)Reflects the estimated value of a benefit that Mr. Sheehan would be entitled to receive.
(2)Reflects the estimated value of Mr. Sheehan’s qualified and non-qualified retirement plans on December 31, 2020.
(3)Reflects the estimated value of all future payments that Mr. Sheehan would be entitled to receive under the Company’s disability program.

The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Hegarty, assuming that the triggering event took place on December 31, 2020 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on December 31, 2020 and Mr. Hegarty was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits
and Payments
Upon Termination
Voluntary
Termination
Early or
Normal
Retirement
Involuntary
Not For Cause
or Good Reason
Termination (2)
For Cause
Termination
Involuntary Not
For Cause or
Good Reason
Termination
(Change in Control) (2)
Death(2)
Disability(2)
Base Salary00$916,9280$916,92800
Annual Incentive00$1,031,5440$1,031,54400
Restricted Shares (time-based)00$897,4970$1,115,294$1,115,294$1,115,294
Restricted Shares (performance-based)00$254,7320$2,231,425$2,231,425$2,231,425
Stock Options0000000
Cash Awards0000000
Disability Premiums0000000
Life Insurance Premiums00
$3,500(1)
0
$3,500(1)
00
Other Benefits00
$107,500(1)
0
$107,500(1)
00
Retirement Plan Payments0000000
Life Insurance Proceeds00000$1,375,0000
Disability Benefits0000000
(1)Reflects the estimated value of a benefit that Mr. Hegarty would be entitled to receive.
(2)Mr. Hegarty receives payments in Pounds Sterling. Amounts shown are converted into U.S. Dollars at an average rate of £1.00 = $1.2890.
terexlogo9a.jpg
2021 PROXY STATEMENT
39

COMPENSATION
The following table describes the potential payments upon termination or a Change in Control of the Company for Mr. Posner, assuming that the triggering event took place on December 31, 2020 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on December 31, 2020 and Mr. Posner was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits
and Payments
Upon Termination
Voluntary
Termination
Early or
Normal
Retirement
Involuntary
Not For Cause
or Good Reason
Termination
For Cause
Termination
Involuntary Not
For Cause or
Good Reason
Termination
(Change in Control)
DeathDisability
Base Salary00$425,0000$425,00000
Annual Incentive00$510,0000$510,00000
Restricted Shares (time-based)00$277,3230$597,910$597,910$597,910
Restricted Shares (performance-based)00$41,3800$727,387$727,387$727,387
Stock Options0000000
Cash Awards0000000
Disability Premiums00
$1,000(1)
0
$1,000(1)
00
Life Insurance Premiums00
$2,500(1)
0
$2,500(1)
00
Other Benefits00
$68,000(1)
0
$68,000(1)
00
Retirement Plan Payments(2)
$1,020,000$1,020,000$1,020,000$1,020,000$1,020,000$1,020,000$1,020,000
Life Insurance Proceeds00000$850,0000
Disability Benefits000000
$2,710,000(3)
(1)Reflects the estimated value of a benefit that Mr. Posner would be entitled to receive.
(2)Reflects the estimated value of Mr. Posner’s qualified and non-qualified retirement plans on December 31, 2020.
(3)Reflects the estimated value of all future payments that Mr. Posner would be entitled to receive under the Company’s disability program.

The following table describes the potential payments upon termination or a Change in Control of the Company for Ms. George, assuming that the triggering event took place on December 31, 2020 using the share price of Common Stock as of that day (both as required by the SEC). However, a termination or Change in Control did not occur on December 31, 2020 and Ms. George was not terminated on that date. There can be no assurance that a termination or Change in Control would produce the same or similar results as those described if it occurs on any other date or when the Common Stock is trading at any other price.
Executive Benefits
and Payments
Upon Termination
Voluntary
Termination
Early or
Normal
Retirement
Involuntary
Not For Cause
or Good Reason
Termination
For Cause
Termination
Involuntary Not
For Cause or
Good Reason
Termination
(Change in Control)
DeathDisability
Base Salary00$435,0000$435,00000
Annual Incentive00$565,5000$565,50000
Restricted Shares (time-based)00$197,4800$427,786$427,786$427,786
Restricted Shares (performance-based)00$54,8120$847,408$847,408$847,408
Stock Options0000000
Cash Awards0000000
Disability Premiums00
$1,000(1)
0
$1,000(1)
00
Life Insurance Premiums00
$2,500(1)
0
$2,500(1)
00
Other Benefits00
$96,000(1)
0
$96,000(1)
00
Retirement Plan Payments(2)
$3,510,000$3,510,000$3,510,000$3,510,000$3,510,000$3,510,000$3,510,000
Life Insurance Proceeds00000$870,0000
Disability Benefits000000
$970,000(3)
(1)Reflects the estimated value of a benefit that Ms. George would be entitled to receive.
(2)Reflects the estimated value of Ms. George’s qualified and non-qualified retirement plans on December 31, 2020.
(3)Reflects the estimated value of all future payments that Ms. George would be entitled to receive under the Company’s disability program.

terexlogo9a.jpg
40
2021 PROXY STATEMENT

COMPENSATION
Equity Compensation Plan Information
The following table summarizes information about the Company’s equity compensation plans as of December 31, 2020.
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders
(1)
$—1,278,628
Equity compensation plans not approved by stockholders
Total1,278,628
(1)This does not include 2,391,325 shares of restricted stock awards and 706,873 shares held in a rabbi trust for a deferred compensation plan.

CEO Pay Ratio
For 2020, the median annual total compensation of all employees of the Company (other than the CEO), was $44,213. The annual total compensation of the Company’s CEO was $7,439,350. Based on this information, the ratio of the annual total compensation of the Company’s CEO to the median of the annual total compensation of all employees was approximately 168 to 1 in 2020.
In order to determine the median employee from a compensation perspective, the Company used cash salary paid in the 2020 calendar year for all employees worldwide employed as of December 10, 2020. Salary amounts were annualized for all employees who were hired after January 1, 2020. For those employees compensated in foreign currencies, average exchange rates for the full year 2020 were used to convert their compensation into U.S. dollars. The Company determined that its median employee from a compensation perspective is
employed in one of its manufacturing locations in the United Kingdom. To determine the ratio disclosed above, the Company calculated the median employee’s compensation for fiscal year 2020 in accordance with the rules applicable to the compensation elements included in the Summary Compensation Table, converted the median employee’s compensation from Pounds Sterling to USD using the average rate of £1.00 = $1.2890, and compared such compensation to the compensation of the Company’s CEO, as reported in the Summary Compensation Table.
Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.




terexlogo9a.jpg
2021 PROXY STATEMENT
41


APPROVAL OF AN AMENDMENT TO THE TEREX CORPORATION 2018 OMNIBUS INCENTIVE PLAN
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE TEREX CORPORATION 2018 OMNIBUS INCENTIVE PLAN
General
Stockholders are being asked to approve an increase in the number of shares of Common Stock (“Shares”) authorized for issuance pursuant to the 2018 Omnibus Plan by 2,000,000 Shares. The 2018 Omnibus Plan was adopted by the Board on March 9, 2018 and approved by the stockholders of the Company on May 11, 2018.
The purpose of the 2018 Omnibus Plan is to assist the Company in attracting and retaining selected individuals to serve as employees, directors, officers, consultants and advisors of the Company and its subsidiaries and affiliates who will contribute to the Company’s success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentive inherent in the ownership of the Common Stock. The 2018 Omnibus Plan authorizes the granting of (i) options (“Options”) to purchase shares of Common Stock (“Shares”), (ii) stock appreciation rights (“SARs”), (iii) restricted stock awards (“RSAs”), (iv) restricted stock units (“RSUs”), (v) other stock awards (“OSAs”), (vi) cash awards and (vii) performance awards. The cash awards under the 2018 Omnibus Plan will be utilized, in conjunction with the performance awards, for incentive compensation in the form of an annual bonus award and in certain circumstances, long-term performance awards to key executives responsible for the success of the Company. The Board believes that such incentive compensation can help to attract and retain outstanding executives.
As of March 15, 2021, there were 2,068,689 Shares subject to outstanding stock awards under the 2018 Omnibus Plan and the 2009 Omnibus Plan in the form of restricted stock awards and 1,179,230 Shares available for issuance under the 2018 Omnibus Plan.
The Board continues to actively manage the number of Shares used for equity-based compensation each year. The following
table sets forth information regarding options and time-based restricted stock granted and performance-based restricted stock earned under the 2018 Omnibus Plan and the 2009 Omnibus Plan for each of the last three fiscal years.
FY 2018FY 2019FY 2020
Stock options granted-0--0--0-
Time-based restricted stock granted668,975663,905783,603
Performance-based restricted stock earned324,264220,365