Joshua Gross
TEREXAbout Joshua Gross
Joshua Gross, age 38, is President, Aerials at Terex (Genie/MEWPs), leading the Aerials business since January 1, 2024 after serving in Genie strategy, product, and commercial leadership roles since 2019 and nearly 11 years at Eaton in operations and product line roles . Company performance context for incentive alignment: 2024 net sales $5.1B, adjusted EPS $6.11, adjusted operating margin 11.3% ; five‑year TSR (2020–2024) ~64% ; and 2024 ROIC 21.1% (as defined in proxy) . Terex’s annual incentive metrics for 2024 emphasized Operating Profit (company and segment) and Net Working Capital (NWC), with payouts based on actual performance versus targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terex/Genie (Aerials) | President, Aerials | Since Jan 1, 2024 | Leads Aerials business, accountable for segment Operating Profit and NWC performance in annual plan |
| Terex/Genie | VP, Global Strategy & Product Management | Jul 2022–Dec 2023 | Drove product strategy, Genie Operating System, pricing, and portfolio execution |
| Terex/Genie | VP, Global Commercial Operations | Aug 2020–Jul 2022 | Led global marketing, pricing, sales, inventory and S&OP to improve commercial performance |
| Terex/Genie | Leadership roles across strategy, product, marketing, pricing, sales, inventory, operations planning | 2019–2020 | Built foundational go-to-market and operational cadence |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eaton Corporation | Plant Operations Manager and Multi‑Site Leader; Global Product Line Manager; Product Manager; Senior Sales Engineer | ~11 years prior to 2019 | End‑to‑end manufacturing leadership and product line P&L experience supporting later segment leadership |
Fixed Compensation
| Year | Base Salary ($) | Effective Date | Target Bonus % of Salary | Target Bonus ($) | Actual Annual Incentive Paid ($) |
|---|---|---|---|---|---|
| 2024 | 475,000 | Jan 1, 2024 | 65% (range for NEOs 65–75%; Gross’s target implied by target $) | 308,750 (65% × $475,000) | 174,687 (paid Mar 2025) |
Performance Compensation
Annual Incentive Design and Outcomes (2024)
| Component | Weight in Total Bonus | Target Definition | 2024 Actual | Payout % of Component | Payout $ |
|---|---|---|---|---|---|
| Operating Profit – Genie | 40% (2/3 of OP; OP is 60% of total) | Genie OP target $358M | Genie OP actual (as adjusted) $275M | 42% | 51,870 |
| Operating Profit – Terex (Consolidated) | 20% (1/3 of OP; OP is 60% of total) | Terex OP target $682M | Terex OP actual (as adjusted) $531M | 45% | 27,537 |
| Net Working Capital (NWC) | 20% (quantitative NWC is 25% of 80%) | Quarterly NWC % targets (see matrix) | Quarterly actuals: 22.7%, 22.2%, 26.3%, 27.3% | 29.3% | 18,092 |
| Qualitative (individual goals) | 20% | CEO‑set goals; max 100% (up to 120% for extraordinary) | Achieved target | 100% | 61,750 |
| Inclusion Stretch Incentive | Add’l up to 10–15% of target bonus | Points‑based DE&I stretch targets (6 points achieved) | Achieved 5% level | 5% of target bonus | 15,438 |
- Vesting/Timing: Annual incentive paid in March 2025 per the Omnibus Plan; amounts reflected in Non‑Equity Incentive Plan Compensation .
Long‑Term Incentive Awards (Granted March 15, 2024)
| Grant Date | Award Type | Metric | Target Shares (#) | Grant Date Fair Value ($) | Vesting Schedule | 2024 Performance Impact |
|---|---|---|---|---|---|---|
| 3/15/2024 | Time‑based RSU | Time | 4,325 | 255,500 | 1/3 on 3/15/2025, 1/3 on 3/15/2026, 1/3 on 3/15/2027 | N/A |
| 3/15/2024 | Performance RSU | ROIC (annual, 2024–2026) | 4,016 | 271,932 | Earned over 3 years; payout after 3/31/2027 | 2024 ROIC earned 67.1% of 2024 tranche |
| 3/15/2024 | Performance RSU | TSR (3‑yr percentile vs peers) | 4,016 | 237,250 | Earned over 3 years; payout after 3/31/2027 | 2024 TSR tranche earned 0% (below threshold) |
- TSR payout curve: 0% <30th percentile; 100% at 50th; 200% at ≥80th percentile .
- ROIC payout bands and definition provided; 2024 ROIC (ex‑ESG) 21.1% vs 24.3% target; executives earned 67.1% of 2024 ROIC portion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 19,776 shares (as of Feb 28, 2025) |
| Ownership % of SO | <1% of class |
| Unvested Time‑based RSUs | 4,369 shares (market value $201,949 at 12/31/2024 price $46.22) |
| Outstanding Performance RSUs – TSR | 1,004 shares across each of four TSR measurement windows (annual 2024, 2025, 2026; 3‑year 2024–2026), subject to future performance |
| Outstanding Performance RSUs – ROIC | 1,339 shares across each of ROIC measurement windows (2024, 2025, 2026), subject to performance |
| Options | None outstanding or exercisable |
| Stock Ownership Guideline | 2.5× base salary; required within 5 years of role |
| Current Ownership vs Guideline | $0.6M total stock ownership; 1.2× salary vs 2.5× guideline (below target) |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging; also prohibits purchasing on margin |
| Margin accounts disclosure | Some executives maintain margin accounts; positions may be pledged; at Mar 1, 2025 no debt balances in such accounts |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start/current role | President, Aerials since Jan 1, 2024 |
| Agreement Type | Change in Control and Severance Agreement; initial 1‑year term; auto‑renews annually; extends to 3 years post‑CIC |
| Severance (without cause / good reason, no CIC) | 1× base salary, prorated current‑year bonus; benefits and insurance continuation 12 months; immediate vesting of non‑performance awards scheduled to vest within 12 months; option/award exercise up to 6 months; 12 months outplacement |
| Change‑in‑Control (double trigger) | 1× base salary + 1× target annual bonus; prorated current‑year bonus; immediate vesting of unvested equity; benefits and insurance 12 months; up to 6 months to exercise options; ≥12 months outplacement |
| Non‑compete / Non‑solicit | 12‑month post‑termination non‑compete (Competitive Business) and non‑solicit |
| Clawback | SEC‑compliant clawback for restatements; additional recoupment for policy violations, cause‑related conduct, confidentiality breaches, or materially adverse acts; applies to annual and long‑term awards |
| Tax gross‑ups | None on change‑in‑control benefits |
| Insider trading policy | Prohibits hedging/pledging/short sales; governs trading windows and compliance |
| Deferred Compensation | No executive or registrant contributions for Gross in 2024; aggregate balance $0 |
Performance & Track Record
- 2024 Annual Incentive outcomes: Genie Operating Profit achieved $275M versus $358M target (42% payout for Genie OP portion; Terex consolidated OP $531M vs $682M target, 45% payout; NWC payout 29.3%); qualitative goals paid at 100%; inclusion stretch paid at 5% of target .
- Company performance underpinning incentives: 2024 net sales $5.1B, adjusted EPS $6.11, adjusted operating margin 11.3%; five‑year TSR ~64%; ROIC 21.1% (proxy definition) .
Compensation Structure Notes
- Mix and risk: For NEOs including Gross, long‑term incentives were 65% performance‑based (ROIC and TSR) and 35% time‑based, with three‑year vesting and payouts 0–200% based on performance; no options granted; annual incentives capped at 200% for quantitative and 100% for qualitative (120% discretionary for extraordinary) .
- Peer benchmarking: Committee targets market median across a refreshed peer set (AGCO, BorgWarner, Lincoln Electric, Regal Rexnord, etc.) advised by independent consultant Pay Governance; 2024 NEO target LTIs and cash were below median due to lower tenure .
Say‑on‑Pay & Governance
- Say‑on‑pay support: ≥94% approval over the past 10 years; 2024 approval >97% .
- CHC Committee independence and oversight; clawback policy and ownership guidelines in place .
Equity Grants Detail (Gross – 2024)
| Grant Date | Type | Shares (#) | Fair Value ($) | Notes |
|---|---|---|---|---|
| 3/15/2024 | Time‑based RSU | 4,325 | 255,500 | Vest 1/3 each Mar 15, 2025/2026/2027 |
| 3/15/2024 | Performance RSU (TSR) | 4,016 (target) | 237,250 | 3‑yr TSR vs peer percentile; 2024 tranche earned 0% |
| 3/15/2024 | Performance RSU (ROIC) | 4,016 (target) | 271,932 | Annual ROIC tranches 2024–2026; 2024 earned 67.1% |
Investment Implications
- Alignment and retention: Gross’s pay design is highly performance‑linked (60% quantitative annual metrics; 65% performance‑based LTIs), but current ownership is 1.2× salary vs 2.5× guideline, indicating an alignment gap to be closed over the five‑year compliance horizon .
- Trading signals: Upcoming RSU vest dates each March 15 (time‑based) and potential PSU payouts in 2027 could create selling pressure; 2024 TSR tranche earned 0%, while ROIC tranche earned 67.1%, highlighting sensitivity to operating execution and peer‑relative returns .
- Pay‑for‑performance risk: 2024 Genie OP and company OP under targets (42%/45% payouts) and NWC at 29.3% imply tighter bonus outcomes; sustained improvement in segment OP and NWC management will be key to PSU vesting and cash bonus realization .
- Change‑in‑control economics: Double‑trigger CIC with 1× salary and 1× target bonus, plus accelerated vesting and 12‑month protections reduce retention risk amid strategic transactions; no excise tax gross‑ups (shareholder‑friendly) .
- Policy safeguards: Robust clawback and anti‑hedging/pledging policies lower governance risk; say‑on‑pay support >97% in 2024 suggests investor acceptance of program design .