Kieran Hegarty
TEREXAbout Kieran Hegarty
Kieran Hegarty is President, Materials Processing at Terex, serving in this role since March 2010; he previously was Vice President, Materials Processing from January 2006 and held general management roles within the Powerscreen group since 1992 . He is 59 years old as of March 24, 2025 . Company long-term performance metrics tied to executive compensation include ROIC and relative TSR: Terex achieved ROIC of 28.9% in 2023, earning 187.6% of the 2023 ROIC PSU tranche, and TSR awards earned 125% for the annual 2023 period and 186% for the 2021–2023 three-year period . The MP segment Hegarty leads accounts for approximately half of the company’s operating income, underscoring his strategic impact .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Powerscreen group of companies | Various general management positions | Since 1992 | Built operational expertise in materials processing; precursor to Terex MP leadership |
| Terex Materials Processing | Vice President | Jan 2006 – Mar 2010 | Senior leadership pipeline for MP segment |
| Terex Materials Processing | President | Mar 2010 – Present | Leads MP, which accounts for ~half of Terex operating income |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $475,455 | $498,163 | $536,362 |
| Target Bonus (% of Salary) | 75% (per assignment letter; maintained) | 75% (per assignment letter; maintained) | 65–75% typical range for NEOs; Hegarty historically 75% |
| Actual Annual Incentive Paid ($) | $549,848 | $569,296 | $224,553 |
| All Other Compensation ($) | $90,368 | $100,072 | $123,136 |
Performance Compensation
Annual Incentive Structure and Results
| Metric | 2021 | 2022 |
|---|---|---|
| Net Working Capital (NWC) payout context | Company NWC quarterly results delivered 190% of target for NWC metric | NWC = 25% of quantitative portion; targeted quarterly NWC set; part of payout |
| Terex Operating Earnings (company-level) payout | Company operating earnings delivered 200% of target for this metric | Operating Profit weighted 75% of quantitative portion; company-level included |
| Segment Operating Earnings (MP) payout weighting | MP Operating Earnings metric included; payout matrix up to 200% | For Hegarty, 2/3 of Operating Profit portion based on MP, 1/3 on overall company |
| Hegarty 2021 payout breakdown ($) | NWC: $146,391; Terex Operating Earnings: $154,096; MP Operating Earnings: $308,192; Qualitative: $77,049; Total: $685,728 | — |
| Hegarty 2022 payout breakdown ($) | — | NWC: $64,550; Terex Operating Profit: $102,709; MP Operating Profit: $257,770; Qualitative: $71,325; DEI: $53,494; Total: $549,848 |
| DEI Payout | — | Company achieved 14 points on DEI scorecard → 15% payout added to annual incentive |
Long-Term Incentive Design (PSUs and RSUs)
- LTI mix historically weighted to performance-based awards (e.g., 65% PSUs; 35% time-based RSUs for 2019 grants), with three-year performance periods and 0–200% payout ranges; time-based RSUs vest one-third annually over three years .
- Performance metrics: ROIC (annual targets within a 3-year PSU) and relative TSR vs benchmark peers; no interim payouts before end of the 3-year period .
| Year | Award Type | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) | Vesting/Payout Terms |
|---|---|---|---|---|---|---|
| 2022 | ROIC PSU | 2,447 | 9,789 | 19,578 | $390,000 | 3-year; 0–200% payout; paid after period |
| 2022 | TSR PSU | 2,447 | 9,789 | 19,578 | $433,146 | 3-year; payout table: <30th=0%; 50th=100%; ≥80th=200% |
| 2022 | Time-based RS | — | 10,542 | — | $420,000 | 1/3 per year over 3 years |
| 2023 | ROIC PSU | 2,046 | 8,184 | 16,368 | $490,954 | 3-year; payouts capped at 200% |
| 2023 | TSR PSU | 2,046 | 8,184 | 16,368 | $518,308 | 3-year TSR percentile schedule |
| 2023 | Time-based RS | — | 8,813 | — | $528,719 | 1/3 per year over 3 years |
| 2024 | ROIC PSU | 1,719 | 6,877 | 13,754 | $406,250 | 3-year; ROIC targets set annually |
| 2024 | TSR PSU | 1,719 | 6,877 | 13,754 | $465,637 | 3-year TSR percentile schedule |
| 2024 | Time-based RS | — | 7,406 | — | $437,500 | 1/3 per year over 3 years |
| LTI Payout Results | 2023 Annual Portion | 2021–2023 3-Year Portion |
|---|---|---|
| ROIC PSU payout (%) | 187.6% earned based on 28.9% ROIC | — |
| TSR PSU payout (%) | 125% earned for 2023 period | 186% earned for 2021–2023 period |
Special Retention Award (One-time; Oct 2023)
| Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| Oct 20, 2023 | 31,473 | $1,500,000 | 1/2 vests Oct 20, 2025; 1/2 vests Oct 20, 2026; payable if actively employed or terminated without cause |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned |
|---|---|
| Mar 1, 2021 | 206,919 |
| Feb 28, 2023 | 191,270 |
| Feb 29, 2024 | 229,944 |
| Feb 28, 2025 | 172,766 |
- In all years shown, the beneficial ownership amount does not exceed 1% of the class; company tables note no executive officer had a debit balance in margin accounts as of the stated dates .
Stock Ownership Guidelines and Compliance
| Year (as of Dec 31) | Annual Salary ($) | Guideline (x Salary) | Total Stock Ownership ($) | Ownership vs Salary (x) |
|---|---|---|---|---|
| 2020 | $458,464* | 2.5x | $5.6m | 12.3x |
| 2021 | $513,654* | 2.5x | $6.3m | 12.2x |
| 2022 | $478,943* | 2.5x | $6.7m | 13.9x |
| 2023 | $505,314* | 2.5x | $10.4m | 20.6x |
| 2024 | $540,935* | 2.5x | $6.9m | 12.8x |
*Salary received in Pounds Sterling; USD conversions per proxies .
- Anti-hedging and anti-pledging: Terex prohibits speculative derivatives and pledging/margin transactions without prior Legal approval; this policy applies to executives .
Employment Terms
- Assignment/Relocation (May 2021): Letter agreement for a Schaffhausen, Switzerland assignment; base salary £373,458, bonus target 75% of salary, continued participation in LTIP; comprehensive relocation/expatriate package including cost-of-living, housing, tuition reimbursement, and tax equalization; initial assignment Aug 1, 2021–Aug 31, 2023 (subsequently postponed at his request for at least one year) .
- Severance/CIC protection: “Change in control and severance protection” equal to 24 months of salary and bonus per the Service Agreement; no single-trigger accelerated vesting under company policy; no excise tax gross-ups .
- Clawback: Incentive award recoupment policy tied to restatements caused by errors, omissions, or fraud (in addition to Sarbanes-Oxley) .
- Relocation repayment: If he resigns or is dismissed for gross misconduct within one year of relocation, repayment of a prorated portion of relocation expenses .
Investment Implications
- Alignment and leverage to performance: Hegarty’s incentive pay is tightly linked to ROIC and TSR outcomes, with recent outsized PSU payouts (ROIC 187.6% for 2023; TSR 125%/186% for 2023 and 2021–2023, respectively), indicating strong pay-for-performance mechanics that can magnify realized compensation with sustained operating execution .
- Ownership strength, low pledging risk: He materially exceeds stock ownership guidelines by double-digit multiples across years, and company policy restricts pledging/margin usage absent legal approval, reducing alignment red flags; beneficial stake has varied YoY but remains below 1% of shares outstanding .
- Upcoming vesting/selling pressure: A one-time 31,473-share retention grant vests half on Oct 20, 2025 and half on Oct 20, 2026; watch for potential discretionary sales around vesting dates and corresponding Form 4 activity .
- Retention and transition risk: The 24-month salary+bonus severance/CIC protection plus the retention grant suggest strong retention incentives for continuity in MP leadership during CEO transition periods; however, large equity realizations may drive opportunistic selling windows .
- Annual incentive focus areas: NWC discipline and operating profit (with segment weighting for MP) drive annual cash bonuses, supporting working capital efficiency and profit focus—positive for cash conversion and margin cadence in MP .