David Sachs
TEREXAbout David A. Sachs
David A. Sachs (age 65) is Non-Executive Chairman of the Board at Terex Corporation and has served as a director since 1992. He is a Partner and co-founder of Ares Management Corporation, with extensive global capital markets expertise; he serves on Ares investment committees across direct lending, tradable credit/private equity, and real estate debt/equity, and chairs or serves as trustee for several Ares-sponsored funds, providing deep experience in capital, liquidity, and treasury issues relevant to Terex . The Board has determined he is independent; it noted Ares’ ordinary-course holdings of a small amount of Terex debt were immaterial and did not impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation | Non-Executive Chairman; Director | Director since 1992; Non-Executive Chair elected post-CEO separation effective 2024 | Board leadership; GNCR Committee member; capital markets and liquidity insights |
| Ares Management Corporation | Partner, Co-founder; Investment Committee Member (Direct Lending, Tradable Credit/Private Equity, Real Estate Debt/Equity) | Ongoing | Capital markets expertise; broad oversight of credit/equity strategies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ares Dynamic Credit Allocation Fund, Inc. | Chairman & Director | Public closed-end fund | Governance and credit oversight |
| CION Ares Diversified Credit Fund | Chairman & Trustee | Public interval fund | Oversight of diversified credit strategies |
| Ares Private Markets Fund | Trustee | Private/Registered | Governance of private markets vehicle |
Board Governance
- Structure: Terex separated the CEO/Chair roles in 2024; Sachs was elected Non-Executive Chairman to leverage his prior Board leadership experience while the CEO focuses on operations .
- Committees: Member, Governance, Nominating and Corporate Responsibility (GNCR) Committee; GNCR held 5 meetings in 2024 (all independent members) .
- Independence: Board annually evaluates relationships; all nominees except the CEO are independent. For Sachs, Ares’ holdings of Terex debt were less than 0.1% of Terex assets, less than 0.1% of Terex debt, and less than 0.01% of Ares’ committed capital—Board determined independence .
- Attendance: Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Risk oversight: Audit oversees financial/cyber and conflicts/related parties; CHC oversees human capital and comp risk; GNCR oversees ESG, independence, nomination, and Board evaluations .
Fixed Compensation
| Component | 2024 Amount | 2025 Program Change | Notes |
|---|---|---|---|
| Annual Director Retainer (outside directors) | $240,000 | $270,000 (effective 2025) | Election in stock/cash with deferral options; no meeting fees |
| Non-Executive Chairman Retainer | $150,000 | $170,000 (effective 2025) | Paid in cash; may be deferred |
| Committee Chair – Audit | $35,000 | $35,000 | Cash; no additional member fee for chairs |
| Committee Chair – CHC | $35,000 | $35,000 | Cash |
| Committee Chair – GNCR | $25,000 | $25,000 | Cash |
| Committee Member (Audit/CHC/GNCR) | $10,000 each | $10,000 each | Cash |
| Director | 2024 Fees Earned/Paid in Cash ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| David A. Sachs | $258,544 | $240,000 (grant date fair value, May 24, 2024) | $498,544 |
- Stock ownership guidelines (directors): Must accumulate shares equal to 3x annual retainer—$720,000 (2024) and $810,000 (2025)—and invest at least half the retainer in shares until in compliance .
Performance Compensation
- Director compensation is retainer-based with annual stock grants; there are no performance metrics (e.g., TSR, ROIC) tied to non-employee director compensation; performance metrics are applied to executive long-term incentives, not directors .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Exposure | Board Determination |
|---|---|---|---|
| Ares Management / Ares funds | Sachs Partner/Chair/Trustee roles | Ares held a small amount of Terex debt in ordinary course | Quantified as immaterial to Terex and Ares; independence maintained |
Expertise & Qualifications
- Extensive global capital markets and liquidity expertise; valuable to capital and treasury discussions .
- Long tenure provides deep knowledge of Terex operations and strategy .
- GNCR membership supports governance oversight (succession, independence, ESG strategy) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| David A. Sachs | 428,227 | * (less than 1%) | Includes 8,300 shares owned by spouse (disclaimed) and 137,500 shares owned by a family LLC |
- Policy: Anti-hedging and anti-pledging; prohibits margin purchases and pledging of Terex securities; insider trading policy filed as Exhibit 19.1 to 2024 10-K .
- Margin accounts: Some directors have margin accounts, but as of March 1, 2025, no executive officer or director had a debt balance in such accounts .
Governance Assessment
- Strengths:
- Independent Non-Executive Chairman with deep capital markets expertise; clear separation of Chair/CEO roles since 2024 enhances oversight .
- Active GNCR participation; Board conducts annual evaluations; robust governance documents and executive sessions .
- Strong shareholder support on say-on-pay (~97% in 2024; ≥94% for the past decade), indicating alignment of compensation philosophy with investor expectations .
- Director stock ownership guidelines and anti-hedging/anti-pledging policy support alignment and risk controls .
- Potential conflicts and monitoring:
- Ares’ ordinary-course holdings of Terex debt present a potential perceived conflict; Board quantified exposure as immaterial and confirmed independence; Audit Committee reviews related-party transactions under formal policy .
- Attendance/engagement:
- Board met nine times in 2024; all directors ≥75% attendance and attended the annual meeting; GNCR met 5 times (all independent) .
- RED FLAGS (current assessment):
- None identified from disclosed materials; the Ares debt exposure is noted but quantified as immaterial with independence preserved .
- No pledging/hedging permitted; margin accounts had no debt balances as of March 1, 2025 .
Implications for investor confidence: The independent Non-Executive Chair structure, robust committee oversight (including GNCR and Audit), and strong shareholder say-on-pay support suggest high governance quality. Monitoring of any evolving Ares exposure and continued transparency on director equity ownership compliance will remain key to maintaining investor confidence .