Christopher Rossi
TEREXAbout Christopher Rossi
Christopher Rossi is an independent director of Terex Corporation (TEX), age 60, serving since 2021. He is the retired President and CEO of Kennametal, Inc. (2017–2024), and previously served as CEO of Dresser‑Rand (a Siemens business) from 2015–2017, after 30 years at Dresser‑Rand across engineering, production, supply chain, sales, and multiple senior leadership roles. His background reflects deep multi‑national manufacturing leadership, transformation and growth experience, and operational discipline across complex global businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennametal, Inc. | President & CEO; Director | 2017–2024 | Led global manufacturing company; transformation and growth experience |
| Dresser‑Rand (Siemens AG) | CEO | 2015–2017 | Led custom engineered rotating equipment solutions supplier |
| Dresser‑Rand | EVP Global Operations; VP Technology & Business Development; EVP Product Services Worldwide; VP/GM North American Operations; VP/GM Painted Post Operation; VP Supply Chain Worldwide | ~30 years | Broad leadership across engineering, production, supply chain, sales; global operational expertise |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
| Other public boards: 0 (per director nominee summary) . |
Board Governance
- Independence: Board determined all nominees are independent except the CEO; Rossi is independent .
- Committee memberships: Compensation & Human Capital Committee (member); Governance, Nominating & Corporate Responsibility Committee (member) .
- Chair roles: None; CHC Chair is Donald DeFosset and GNCR Chair is Sandie O’Connor .
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet privately at each regularly scheduled Board meeting .
- Board leadership: Non‑Executive Chairman David A. Sachs; CEO is not Chair .
- Committee activity: 2024 meetings – Audit 11; CHC 9; GNCR 5 .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy/Amount |
|---|---|---|
| Board annual retainer (outside directors) | $240,000 (Rossi elected stock) | $270,000 |
| Committee member retainers | CHC $10,000; GNCR $10,000 (cash) | Unchanged: CHC $10,000; GNCR $10,000 |
| Committee chair retainers | N/A (Rossi not chair) | Audit $35,000; CHC $35,000; GNCR $25,000 |
| Non‑Executive Chairman retainer | N/A (Rossi not Chair) | $170,000 (increased from $150,000) |
| Meeting fees | None (no per‑meeting fees) | None |
2024 Director Compensation (Rossi):
- Fees earned or paid in cash: $20,000 (committee member fees) .
- Stock awards (grant‑date fair value): $240,000 (annual retainer paid May 24, 2024) .
- Options: $0 .
- Total: $260,000 .
Program structure:
- Directors may elect cash or stock; stock valued at prior day’s NYSE close; 40% cash paid to offset tax if stock elected without deferral .
- Directors can defer to the Company’s Deferred Compensation Plan (stock or bond fund) .
Performance Compensation
| Element | Details |
|---|---|
| Performance‑based director pay | None disclosed (no PSUs/options; director compensation is retainer‑based in cash/stock) |
| Ownership guideline alignment | Directors must accumulate shares equal to 3× annual retainer ($720,000 in 2024; $810,000 in 2025) over first four years; must invest at least half of annual retainer in stock until compliant |
Other Directorships & Interlocks
| Aspect | Status |
|---|---|
| Other public company boards (current) | 0 |
| Compensation committee interlocks | None; CHC Committee confirms no interlocks or insider participation in 2024 |
| Potential interlocks with TEX stakeholders | None disclosed relating to Rossi |
Expertise & Qualifications
- CEO experience in large international manufacturing (Kennametal; Dresser‑Rand) .
- Manufacturing, technology, and strategy expertise; leadership under varying market conditions .
- Board skill matrix flags Rossi for Business Development & Strategy, Manufacturing, Risk Management, Technology, CEO, International Business, Corporate Governance (skills grid shows “Chris Rossi” aligned across these dimensions) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Christopher Rossi | 23,610 | * (less than 1%) |
Policy and risk controls:
- Anti‑hedging and anti‑pledging: Directors prohibited from short sales, speculative options, purchasing on margin or pledging Terex securities .
- Margin accounts disclosure: Company notes certain executives/directors maintain margin accounts where positions may be pledged as collateral; no debt balances existed as of March 1, 2025 .
- Director ownership guidelines: 3× annual retainer; maintain minimum once achieved .
Governance Assessment
- Alignment: Rossi elected stock for his annual retainer ($240,000) with only committee cash fees ($20,000), indicating equity alignment; director pay mix is retainer‑based and not performance‑contingent, but ownership guidelines require meaningful stock accumulation .
- Independence and engagement: Independent status, dual committee service (CHC, GNCR), and Board/committee attendance at or above company thresholds support governance quality .
- Compensation governance: CHC uses independent consultant (Pay Governance) for benchmarking; policies include clawback and prohibitions on hedging/pledging; say‑on‑pay support exceeded 97% in 2024, signaling investor confidence in compensation oversight .
- Potential conflicts/RED FLAGS:
- Related‑party transactions: Audit Committee pre‑approves and reviews; proxy does not disclose any related‑party transactions involving Rossi .
- Pledging risk: Company policy prohibits pledging; margin account note shows no debt balances, mitigating collateral risk exposure; monitor for adherence over time .
- Attendance: No red flag; attendance policy met by all directors .
- Interlocks: None for CHC in 2024 .
Notes for Investors
- Outside director pay changes: Board annual retainer rises to $270,000 in 2025, with committee member retainers unchanged; Non‑Executive Chairman retainer increased to $170,000—aligning to benchmark medians per CHC review .
- Ownership alignment: Director stock ownership guidelines are robust; while individual director compliance status is not disclosed, the structure compels equity accumulation within four years .
- Board oversight: GNCR oversees ESG, ethics/compliance, nominations, and independence; CHC oversees executive/director compensation and human capital risk .