Patrick Carroll
TEREXAbout Patrick Carroll
Patrick Carroll (age 60) is President, Environmental Solutions at Terex, appointed effective January 1, 2025; he previously led Environmental Solutions Group (ESG) at Dover, which he and his team established in 2010 and he led for nearly 15 years, and earlier led Terex Utilities from 2001–2005 with prior roles at Ingersoll-Rand and other manufacturing businesses . Under his leadership, ESG delivered a 7%+ long-term organic revenue CAGR over the past decade and holds #1 positions in several North American waste equipment categories; Terex expects ~$25M of cost/revenue synergies by 2026 and margin/EPS accretion from the acquisition, with Carroll continuing in his role leading ESG/Environmental Solutions . Terex’s 2024 company performance baseline to which executive incentives are tied included Net Sales $5.1B, Adjusted EPS $6.11, and Adjusted Operating Margin 11.3% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dover Corporation – Environmental Solutions Group (ESG) | President | ~2010–2024 | Built ESG from inception; 7%+ long-term organic revenue CAGR; #1 positions in refuse/waste equipment; operational excellence track record |
| Terex Utilities | President | 2001–2005 | Led the Utilities business; foundation for subsequent executive leadership in industrial equipment |
| Ingersoll-Rand and other manufacturing businesses | Various roles | N/A | Senior operating roles in diversified industrials; manufacturing leadership experience |
External Roles
No external board or committee roles were disclosed for Patrick Carroll in Terex’s 2025 proxy .
Fixed Compensation
| Item | Carroll-specific | Company Program Reference |
|---|---|---|
| Base Salary | Not disclosed in 2025 proxy | — |
| Target Annual Bonus % of Salary | Not disclosed; executive officers generally 65%–75% of base salary (other than CEO) | 65%–75% of base salary for other executive officers’ annual incentive targets |
| Perquisites | Not disclosed | Executives generally receive standard benefits (life insurance, 401(k), ESPP, medical); limited perquisites with no tax gross-ups except certain relocation/expatriate benefits |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Mechanics | Notes |
|---|---|---|---|---|---|---|
| Annual Incentive (quantitative portion of 80%) | Operating Profit (Company; segments for segment leaders) | 75% of quantitative | Company Operating Profit target $682M (2024 AOP) | Not disclosed in proxy | Payout based on achievement vs target; design aligned to pay-for-performance | Operating Profit excludes unusual items; segment-based for segment leaders (e.g., Genie, MP). Carroll’s 2024 participation not applicable due to appointment in 2025 |
| Annual Incentive (quantitative portion of 80%) | Net Working Capital (NWC) as % of net sales | 25% of quantitative | Quarterly targeted NWC established in AOP | Not disclosed | Payout matrix correlates NWC/Operating Profit to bonus | NWC measured quarterly; focus on cash conversion and working capital discipline |
| Long-Term Incentive – Performance-Based (ROIC Award) | Return on Invested Capital (ROIC) | 50% of performance-based (paired with TSR) | 2024 ROIC Target 24.3% (excluding ESG) | 21.1% (excluding ESG) | Earned 67.1% of the 2024 portion; payout scales 0–200% based on 70%–140%+ of target; paid after 3-year period | ROIC calculated on adjusted NOPAT and average invested capital; 2025/2026 targets based on Board-approved operating plan |
| Long-Term Incentive – Performance-Based (TSR Award) | Relative TSR percentile vs Benchmark Companies | 50% of performance-based | Target = 50th percentile for Jan 1, 2024–Dec 31, 2026 | In progress | Payout scales with percentile rank; capped at 200% | Aligns leadership pay with shareholder returns |
| Long-Term Incentive – Time-Based RS | Service vesting | 35% of total LTIP | Grant date March 2024 | Vests 1/3 on March 15 of 2025, 2026, 2027 | Continuous service required | Schedule disclosed for 2024 grants to NEOs; Carroll’s 2025 grant terms not disclosed |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | Executives must meet stock ownership multiples based on base salary; counts include shares held outright, unvested time-based RS/RSUs, and performance shares where performance achieved; options do not count. Compliance required within 5 years of appointment . |
| Pledging/Hedging | Company policy prohibiting pledging and hedging of Terex stock . |
| Beneficial Ownership | No Carroll-specific beneficial ownership disclosed in the 2025 proxy; security ownership table enumerates directors and NEOs only . |
| Shares Outstanding | 66,212,138 shares of common stock outstanding as of Feb 28, 2025 (context for ownership % calculations) . |
Employment Terms
| Provision | Terex Program Terms | Carroll-Specific Status |
|---|---|---|
| Executive Agreements | Named Executive Officers have Change in Control and Severance Agreements; no excise tax gross-ups . | Not disclosed. |
| CIC Severance (Double Trigger) | If terminated without cause/for good reason within 6 months in anticipation of a CIC or within 24 months post-CIC: 2x base salary + 2x target bonus (Posner/Gross/Beck: 1x), prorated current-year bonus, accrued vacation; immediate vesting of equity awards; insurance and benefits continuation for 24 months (12 months for Posner/Gross/Beck); outplacement ≥12 months . | Not disclosed. |
| Non-CIC Involuntary Severance | Without cause/for good reason: 2x base salary + 2x target bonus (not applicable for Posner/Gross/Beck); prorated current-year bonus; vesting of time-based awards scheduled within 24 months (12 months for Meester/Posner/Beck); insurance/benefits continuation (24 months; 12 months for Posner/Gross/Beck); outplacement . | Not disclosed. |
| Non-Compete/Non-Solicit | Confidentiality and non-disparagement; non-compete durations vary: 24 months (Meester/Hegarty) and 12 months (Gross/Beck) post-termination; auto-renewal annually; extends to 3rd anniversary after CIC . | Not disclosed. |
| Life Insurance | Group life insurance ≈2x base salary, up to $900,000 (U.S. executives); Mr. Hegarty at 3x base salary . | Not disclosed. |
Investment Implications
- Alignment: Carroll’s deep operating leadership of ESG, a non-cyclical, accretive business with #1 positions and 7%+ organic growth, strengthens Terex’s mix and margin profile; ROIC/TSR-heavy LTIP design at Terex is supportive of capital discipline and shareholder returns .
- Retention risk: Carroll-specific compensation, severance, and equity holdings are not disclosed, limiting visibility into vesting overhang and insider selling pressure; however, Terex prohibits pledging/hedging and enforces ownership guidelines over a 5-year horizon, which supports alignment .
- Pay-for-performance levers: Annual incentives emphasize Operating Profit and NWC, and LTIP emphasizes ROIC and peer-relative TSR; 2024 ROIC underperformance (excluding ESG) yielded a 67.1% payout on that tranche, evidencing downside sensitivity in incentives .
- Merger execution: With Carroll continuing to lead Environmental Solutions post-acquisition, synergy delivery (~$25M by 2026), EBITDA margin accretion, and portfolio de-cyclicality are key execution markers to monitor for value creation and future incentive outcomes .