tex-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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
£			Definitive Additional Materials
£			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 all boxes that apply):


S			No fee required.
£			Fee paid previously with preliminary materials.
£			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

$tex-20230331_g1.jpg$

Terex Corporation, 45 Glover Avenue, 4th Floor, Norwalk, Connecticut 06850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 18, 2023

The Annual Meeting of Stockholders of Terex Corporation (“Terex” or the “Company”) will be held on Thursday, May 18, 2023, 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/terex2023. 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 hold an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

4.To ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2023.

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 22, 2023 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 31, 2023, 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 2023 Proxy Statement and 2022 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 31, 2023

Norwalk, Connecticut


TABLE OF CONTENTS


PROXY SUMMARY						1
General Information About the Annual Meeting and Voting						3
How to Vote						4
Annual Meeting Agenda and Voting Recommendations						4

DIRECTORS AND GOVERNANCE						5
Proposal 1: Election of Directors						5
Summary of Director Skills, Experience & Attributes						10
Summary of Director Diversity						10
Board Meetings and Corporate Governance						10
Director Independence						10
Board Leadership Structure						11
Risk Oversight						12
Corporate Governance Principles						12
Code of Ethics and Conduct						13
Board Committees						13
Board Committee Membership and Roster						13
Audit Committee Meetings and Responsibilities						14
Compensation and Human Capital Committee Meetings and Responsibilities						15
Compensation Risk Assessment						15
Compensation and Human Capital Committee Interlocks and Insider Participation						15
Governance, Nominating and Corporate Responsibility (GNCR) Committee Meetings and Responsibilities						16
Director Compensation						16
Certain Relationships and Related Transactions						18
Security Ownership of Certain Beneficial Owners and Management						18


COMPENSATION						20
Proposal 2: Advisory Vote to Approve the Compensation of the Named Executive Officers						20
Compensation Discussion and Analysis						21
Compensation and Human Capital Committee Report						33
Executive Officers						34
Executive Compensation Tables						35
Summary Compensation Table						35
Grants of Plan-Based Awards						36
Outstanding Equity Awards at Fiscal Year-End						37
Option Exercises and Stock Vested						41
Nonqualified Deferred Compensation						41
Potential Payments Upon Termination or Change in Control						42
Equity Compensation Plan Information						45
CEO Pay Ratio						45
Pay Versus Performance						46
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers						49

AUDIT						50
Proposal 4 : Ratification of Independent Registered Public Accounting Firm						50
Audit Committee Report						51

OTHER IMPORTANT INFORMATION						52

[THIS PAGE INTENTIONALLY LEFT BLANK]



PROXY SUMMARY

2023 ANNUAL MEETING OF STOCKHOLDERS INFORMATION


Date: Thursday, May 18, 2023			Record Date: March 22, 2023
Time: 10:00 a.m. Eastern Time			Stock Symbol: TEX
Location: Live via the Internet at			Stock Exchange: New York Stock Exchange (“NYSE”)
www.virtualshareholdermeeting.com/terex2023			Corporate Website: www.terex.com

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.

Terex is a global manufacturer of materials processing machinery and aerial work platforms. We design, build and support products used in construction, maintenance, manufacturing, energy, recycling, minerals and materials management applications. Certain Terex products and solutions enable customers to reduce their environmental impact including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste. Our products are manufactured in North America, Europe, Australia and Asia and sold worldwide. We engage with customers through all stages of the product life cycle, from initial specification and helping to facilitate financing solutions, to parts and service support.

Our Purpose

Our Mission

Our Vision

To help improve the lives of people around the world

To provide solutions to our Machinery and Industrial Product customers that yield superior productivity and return on investment

Customer: to be the most customer responsive company in the industry as determined by our customers

Financial: to be the most profitable company in the industry as measured by ROIC

Team Member: to be the best place to work in the industry as determined by our team members

Quick Facts about Terex

Founded

1986

Significant Manufacturing and Distribution Locations

14 North America

12 Western Europe

5 Asia Pacific

Worldwide Headquarters

Norwalk, Connecticut, USA

2022 Net Sales

$4.4 billion

2022 Net Sales by Geography

North America: 56%

Western Europe: 22%

Asia Pacific: 14%

Rest of World: 8%

2022 Net Sales by Segment

Materials Processing: 44% Aerial Work Platforms: 56%

2022 Operating Income

$420.0 million

2022 Operating Income by Segment

Materials Processing: 60% Aerial Work Platforms: 40%

2022 Earnings Per Share

$4.32


$tex-20230331_g2.jpg$
	2023 PROXY STATEMENT	1

PROXY SUMMARY



Corporate Governance Highlights

✓ All Terex directors are independent other than the CEO ✓ Effective Lead Director structure ✓ Regular independent director executive sessions ✓ 37.5% of Terex directors are women ✓ 25% of Terex directors are racially diverse ✓ Comprehensive Code of Ethics and Conduct						✓ Thorough director onboarding process ✓ Annual Board and Committee self-evaluations ✓ Board oversight of ESG and Cybersecurity ✓ Robust stock ownership guidelines for directors and executive officers ✓ We have clawback provisions in our incentive compensation plan ✓ No poison pill

CONTINUED FOCUS ON ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

To underscore that ESG is integral to all we do, Terex has continued its executive level Environmental, Social and Governance (“ESG”) Steering Committee. The committee responsibilities include developing and implementing the Company’s ESG strategy, incorporating ESG into management routines, and measuring and monitoring progress. In 2022, the Company also appointed a senior executive to oversee all of the Company’s ESG initiatives.

Our Board of Directors is directly involved with ESG. They oversee ESG, including risks, opportunities, and how ESG informs and influences our Company’s strategy. The Board is updated regularly on many aspects of ESG, both as a full Board and in committee meetings. Each of the committees of the Board maintains ESG responsibilities.

WE CONDUCTED OUR FIRST MATERIALITY ASSESSMENT IN 2022

In 2022 we conducted a materiality assessment to identify and prioritize the ESG issues that have the greatest impact on our business and a broad range of stakeholders. All ESG topics identified in the materiality assessment are important to Terex. However, there were five areas that were identified as priority areas by internal and external stakeholders that we intend to focus on: (i) product development, stewardship and innovation; (ii) product quality and safety; (iii) team member health, safety and well being; (iv) team member attraction, engagement, development and retention; and (v) diversity, equity and inclusion.

WE ARE COMMITTED TO DIVERSITY, EQUITY & INCLUSION (DEI)

Terex is committed to increasing and retaining demographic diversity at all levels of our global workforce. We value 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. And we know that creating a culture of Inclusion for all our team members is essential. We are committed to all three elements of Diversity, Equity and Inclusion (“DEI”) so we can make Terex the kind of place where every team member feels valued, listened to, and appreciated.

In 2020, we pledged to expand our primary DEI focus from increasing the representation of women globally to increasing the representation of under-represented groups in the United States. We seek to ensure that members of under-represented groups have the sense of belonging and can thrive within our organization. We have continued to make great progress on this pledge in both 2021 and 2022. In 2022, the Company’s DEI Global Governance Council continued to provide leadership and support and engaged global affinity groups across a variety of dimensions to promote connection, inclusiveness and belonging. Our Company has also appointed a senior director of global inclusion and culture.

Our Board of Directors is also directly involved with DEI. The Compensation and Human Capital Committee maintains DEI responsibilities and is updated regularly on many aspects of DEI.

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.


		$tex-20230331_g2.jpg$
2	WWW.TEREX.COM

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 18, 2023, virtually via the Internet at www.virtualshareholdermeeting.com/terex2023 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 and Human Capital Committee chairperson and provide feedback on the Company’s executive compensation program.

As of March 22, 2023, the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, the Company had outstanding 68,104,458 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 31, 2023.

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. Notwithstanding the foregoing, with respect to the proposal regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers, the alternative which receives the largest number of votes will be considered the preference of the Company’s stockholders, even if not a majority.

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.


$tex-20230331_g2.jpg$
	2023 PROXY STATEMENT	3

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:
$tex-20230331_g3.jpg$	$tex-20230331_g4.jpg$	$tex-20230331_g5.jpg$	$tex-20230331_g6.jpg$
using the internet at www.proxyvote.com	call the number included on your proxy card or notice	mail 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 or regarding the frequency of future advisory votes on 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, 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


Proposal	Board Voting Recommendation:	Page Reference (for more detail):
Proposal 1: Election of directors	FOR	5
Proposal 2: Advisory vote to approve the compensation of the named executive officers	FOR	20
Proposal 3: Advisory vote on the frequency of future advisory votes on the compensation of the named executive officers	FOR	49
Proposal 4: Ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for 2022	FOR	50


		$tex-20230331_g2.jpg$
4	WWW.TEREX.COM


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 serve 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, Nominating and Corporate Responsibility 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, 2023, 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, Nominating and Corporate Responsibility 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 have been directors since last year’s annual meeting.


The Board recommends that the stockholders vote FOR the following nominees for director.


Name	Age	Positions and Offices with Company	First Year As Company Director
Paula H. J. Cholmondeley	75	Director	2004
Donald DeFosset	74	Director	1999
John L. Garrison, Jr.	62	Chairman and Chief Executive Officer	2015
Thomas J. Hansen	74	Director	2008
Sandie O’Connor	56	Director	2020
Christopher Rossi	58	Director	2021
Andra Rush	62	Director	2017
David A. Sachs	63	Lead Director	1992


$tex-20230331_g2.jpg$
	2023 PROXY STATEMENT	5

DIRECTORS AND GOVERNANCE


$tex-20230331_g7.jpg$						Paula H. J. Cholmondeley

						Business Experience: Paula H. J. Cholmondeley is currently principal of The Sorrel Group, a consulting company founded by Ms. Cholmondeley in 2004 which focuses on corporate strategy and corporate governance matters. 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 at Bank OKZ. 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 and an independent trustee of Nationwide Mutual Funds from 2000 to 2022.
Committee Memberships:

SEC Form DEF 14A filed by Terex Corporation