Terex (TEX) Proxy Filing summary

Executive summary

• Achieved 2024 net sales of $5.1 billion and operating margins over 10%, with adjusted operating margin at 11.3%.

• Completed the largest acquisition in company history, Environmental Solutions Group, expanding into waste and recycling and reducing cyclicality.

• Returned $92 million to shareholders in 2024 through share repurchases and dividends.

• Five-year total shareholder return (2020-2024) was approximately 64%.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is 87% independent, with 37% female and 37% racial/ethnic diversity.

• Non-Executive Chairman structure; CEO is not Board Chair.

• Annual Board and committee self-evaluations, robust onboarding, and continuous education.

• Board oversight of sustainability and cybersecurity.

• No poison pill; strong stock ownership guidelines for directors and executives.