TEREX CORP (TEX)
Sector: Industrials
2026 Annual Meeting Analysis
TEREX CORP · Meeting: June 25, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director (since 1992) with relevant capital markets expertise; TEX's 3-year return of +41.9% is strong positive, and the gap versus the peer group median (-22.7pp) falls well below the 65pp threshold required to trigger a vote against under policy, so no TSR concern applies; serves on only 3 public boards, within the overboarding limit; no independence, attendance, or other flags.
Joined the board in February 2026 (fewer than 24 months ago), making him exempt from the TSR trigger under policy; brings strong financial and accounting credentials as a former Chief Accounting Officer and retired Chartered Accountant, appropriate for Audit Committee service; no overboarding or independence concerns.
Joined the board in February 2026, exempt from the TSR trigger as a new director under the 24-month exemption; serves as CEO of Dauch Corporation and holds 1 outside public board seat (Terex), within policy limits; brings deep industrial manufacturing CEO experience relevant to Terex's business.
Long-tenured director (since 1999) with extensive CEO experience at a large industrial company; TEX's strong positive 3-year TSR (+41.9%) means the peer underperformance gap of -22.7pp must exceed 65pp to trigger a vote against, which it does not; serves on 1 other public board, well within limits; no attendance, independence, or other flags.
Joined the board in February 2026, exempt from the TSR trigger under the 24-month new-director exemption; brings CEO-level manufacturing experience at a specialty vehicle company directly relevant to Terex's business; serves on 0 other public boards and is independent.
CEO and executive director since January 2024 (approximately 2 years on the board); the TSR trigger exemption for directors joining within 24 months applies, and separately the 3-year peer gap of -22.7pp does not exceed the 65pp strong-positive threshold even if tenure were sufficient; no overboarding, attendance, or independence concerns; his compensation is evaluated separately under the Say on Pay proposal.
Joined the board in February 2026, exempt from the TSR trigger as a new director; serves as Audit Committee Chair with strong CFO credentials at multiple public companies; holds 2 other public board seats, within the overboarding limit; no independence or other flags.
Director since 2020 (approximately 6 years); TEX's strong positive 3-year TSR (+41.9%) means the peer underperformance gap of -22.7pp must exceed 65pp to trigger a vote against, which it does not; holds 1 other public board seat, well within limits; brings relevant capital markets and regulatory expertise; no attendance, independence, or other flags.
Joined the board in December 2025 (fewer than 24 months ago), exempt from the TSR trigger under policy; brings deep industrial manufacturing and operations experience from a 34-year career at Cummins; holds 1 other public board seat, within limits; no independence or attendance concerns.
Director since 2017 with relevant manufacturing and supply chain expertise; TEX's strong positive 3-year TSR (+41.9%) means the peer underperformance gap of -22.7pp does not reach the 65pp threshold required to trigger a vote against; serves on 0 other public boards; no overboarding, attendance, or independence flags.
Director since 2023 (approximately 3 years); TEX's strong positive 3-year TSR (+41.9%) means the peer gap of -22.7pp does not trigger the 65pp threshold; brings strong financial and accounting expertise as a current CFO and former controller; holds 0 other public board seats; no attendance, independence, or other flags.
Joined the board in February 2026, exempt from the TSR trigger as a new director under the 24-month exemption; brings capital markets and investment management expertise relevant to Terex; serves on 0 other public boards and is independent; no concerns identified.
All twelve director nominees receive a FOR vote. Terex's 3-year stock return of +41.9% is in the strong-positive tier, and the gap versus the company's disclosed peer group median (-22.7pp) falls well short of the 65-percentage-point threshold required to trigger votes against under policy. Six of the twelve nominees joined the board within the past 24 months following the REV Group merger and are exempt from the TSR trigger entirely. The board discloses a skills matrix, all audit committee members have documented financial expertise, all directors are independent except the CEO, and no overboarding, attendance, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Simon Meester
Total Comp
$7,294,990
Prior Support
97%%
CEO Simon Meester received total compensation of approximately $7.3 million in 2025, which is consistent with market expectations for a CEO at a large industrial manufacturer in the $5-10 billion revenue range and does not trigger the policy's individual or aggregate excess-pay thresholds. The pay mix is strongly performance-oriented: roughly 71% of the CEO's total pay came from equity awards and performance-based annual incentives, well above the 50-60% minimum variable-pay standard under policy, and the long-term equity grants are split 65% performance-based and 35% time-based with measurable metrics (TSR versus peers and ROIC over three years). Stockholders expressed very strong support at the prior meeting (approximately 97% voted in favor), the company has a robust clawback policy, and no pay-for-performance misalignment was identified given the stock's strong 1-year return of +72.8%.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,425,000
Non-Audit Fees
$164,000
Non-audit fees (tax services of $157,000 plus other fees of $7,000 = $164,000) represent approximately 3.7% of audit fees ($4,425,000), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Terex's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; no material restatements were identified.
Overall Assessment
Terex's 2026 annual meeting presents a clean ballot with no significant governance concerns. All twelve director nominees receive FOR votes because the company's strong 3-year stock return (+41.9%) means its peer-group underperformance gap (-22.7pp) falls far short of the policy trigger threshold, and six of the twelve nominees joined within the past 24 months and are fully exempt; the Say on Pay vote earns a FOR because executive pay is heavily performance-linked, within benchmark ranges, and commanded 97% shareholder support last year; and auditor ratification earns a FOR because KPMG's non-audit fees are a minimal 3.7% of audit fees, well below the 50% independence threshold.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing