Jennifer Kong-Picarello
TEREXAbout Jennifer Kong-Picarello
Terex appointed Jennifer Kong-Picarello (age 46) as Senior Vice President and Chief Financial Officer; she joined on February 3, 2025 and assumed CFO duties shortly after Terex filed its 2024 Form 10-K, becoming a member of the Executive Leadership Team . She brings 20+ years of finance leadership, most recently as SVP & CFO of Schneider Electric’s €28B Energy Management segment, and prior senior finance roles at Honeywell (including VP & CFO of the $3B Intelligrated division), with earlier experience at Tyco and a public accounting foundation at Deloitte . Initial compensation includes $650,000 base salary, 75% target bonus, a $500,000 sign-on cash bonus, a $1,150,000 sign-on restricted stock grant vesting ratably over three years, and eligibility for a 2025 long‑term incentive target of $1,400,000 (time- and performance‑based); annual bonus formulas combine Company financial and individual performance elements, with specifics provided each year . She certified Terex’s Q1 2025 10-Q under SOX 302/906 and signed subsequent SEC reports as CFO, evidencing rapid integration into financial reporting controls .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Schneider Electric | SVP, CFO – Energy Management (€28B segment) | 2022–2024 | Finance leadership across six global divisions; brings growth/M&A exposure and transformation experience per CEO commentary |
| Honeywell | Senior finance roles incl. VP & CFO, Intelligrated ($3B division) | 2013–2022 | Division CFO for warehouse automation/material handling; finance partnership in large multinational settings |
| Tyco | Finance leadership roles | Not disclosed | Broader industrial finance experience |
| Deloitte | Public accounting (career start) | Not disclosed | Public accounting foundation |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $650,000 annually; reviewed under normal process |
| Sign‑on cash bonus | $500,000 (subject to applicable laws) |
| Retirement/SERP | Eligible for Defined Contribution Supplemental Executive Retirement Plan with annual Company contribution equal to 10% of salary and bonus |
| Deferred compensation | Eligible for Deferred Compensation Plan (DCP) or ERISA Excess Plan (EEP); 25% match on eligible deferrals to Terex Stock Fund in DCP; matching contribution up to 5% for eligible EEP deferrals |
| Relocation | Relocation assistance for move to Norwalk, CT area |
Performance Compensation
Annual Cash Incentive (Management Incentive Bonus Plan)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company financial and individual performance per annual plan | Not disclosed | 75% of base salary (pro‑rated if partial year) | Not disclosed | Not disclosed | Annual cash plan; details set each year |
Long‑Term Incentives (LTI)
| Award | Metric(s) | Weighting | Target Value | Vesting/Measurement |
|---|---|---|---|---|
| 2025 LTI award | Time- and performance‑based (specific metrics to be provided via grant letter) | Not disclosed | $1,400,000 | Terms/timing consistent with other 2025 executive LTI grants; details to follow |
Sign‑On Equity
| Award | Grant value | Share determination | Vesting |
|---|---|---|---|
| Restricted Stock (initial sign‑on grant) | ~$1,150,000 | Number of shares = $1,150,000 ÷ closing price on last business day of the month of start; issued on last business day of that month (Feb 2025 expected) | Ratable over three years from grant date, contingent on continued employment |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (initial) | Form 3 filed Feb 11, 2025 reports 0 shares beneficially owned at event date (02/10/2025) |
| Upcoming equity | Initial sign‑on restricted stock expected to be granted on last business day of Feb 2025 per formula; vests 1/3 annually over three years (time‑based) |
| Stock ownership guidelines (Terex) | Guidelines based on a multiple of base salary; historical CFO guideline at 3x base salary (CEO 6x), per Terex proxy disclosures (examples shown for then‑CFO and CEO) |
| Hedging/pledging policy | Short sales and speculative trading in Terex securities prohibited; pledging/margining Terex securities prohibited without prior Legal approval on a case‑by‑case basis |
| Clawback | Omnibus incentive plans include a “clawback” allowing recovery of incentive awards affected by a financial restatement due to errors, omissions or fraud, in addition to SOX requirements |
Implication for supply/retention: A three‑year ratable vesting cadence creates potential periodic vesting‑related transaction activity; however, stock ownership guidelines (CFO 3x salary historically) and anti‑hedging/pledging policies promote longer‑term alignment .
Employment Terms
| Term | Detail |
|---|---|
| Offer letter date | November 18, 2024 |
| Start date | February 3, 2025 (SVP, Finance), becoming SVP & CFO after 2024 10‑K filing |
| Reporting line | Reports to President & CEO; joins Executive Leadership Team |
| Severance/Change in Control | Offered Change in Control and Severance Agreement substantially similar to other Terex executive officers; provides one year of salary, bonus and benefits upon certain events |
| Restrictive covenants | Subject to customary non‑compete and confidentiality provisions |
| Certifications/signatory | CFO signed Q1 2025 10‑Q certifications (SOX 302/906) and later SEC filings as Principal Financial Officer |
Performance Compensation – Design Details
| Plan element | Design specifics |
|---|---|
| Annual bonus plan | Eligibility effective at hire; formulas based on Terex financial performance and individual performance, with ability to earn above/below target; details provided each plan year |
| 2025 LTI design | Time and performance components; award amount, form and timing consistent with other executive grants; detailed metrics communicated via grant documents |
Investment Implications
- Pay-for-performance alignment with moderate fixed cash and material equity: Base $650k and 75% target bonus are supplemented by a sizable 2025 LTI ($1.4M, partly performance‑based) and a three‑year sign‑on restricted stock grant ($1.15M), aligning the new CFO with multi‑year value creation while limiting guaranteed cash beyond base and sign‑on .
- Early ownership baseline is low but ramps via vesting: Initial Form 3 disclosed zero beneficial ownership as of February 10, 2025; equity exposure will build via the sign‑on grant and 2025 LTI, with potential periodic vesting‑related activity offset by stock ownership guidelines (historically 3x salary for CFO) and anti‑hedging/pledging rules that reinforce alignment .
- Retention and downside protection are measured, not excessive: CIC/severance terms contemplate roughly one year of salary, bonus and benefits upon qualifying events, which supports retention without outsized parachute risk; participation in DCSERP (10% of salary+bonus) and deferred compensation plans adds competitive but standard senior‑executive benefits .
- Execution risk vs. experience: As a new public‑company CFO at Terex, execution risk exists around guidance, capital allocation, and controls; however, her background leading large, complex industrial and automation businesses (Schneider/Honeywell) and immediate assumption of SOX certifications mitigate this risk signal .
- Governance protections in place: Company-level clawback, anti‑hedging/pledging policies, and stock ownership guidelines indicate strong governance scaffolding around incentive pay and insider alignment—reducing risk of misaligned incentives or leverage against pledged shares .