Paula Cholmondeley
TEREXAbout Paula H. J. Cholmondeley
Paula H. J. Cholmondeley, age 77, has served on the Terex (TEX) Board since 2004 and is Principal of The Sorrel Group focusing on corporate strategy and governance; she is a former certified public accountant, a Howard University alumna, and holds a Master’s in Accounting from the University of Pennsylvania Wharton School . She brings deep operating and financial experience (including prior P&L leadership) and is designated an audit committee financial expert; her governance credentials include NACD Board Leadership Fellow, NACD Certified Director, part-time NACD faculty, and CERT in cyber-risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sorrel Group | Principal | 2004–present | Corporate strategy and governance consulting |
| Sappi Fine Paper North America | Vice President & General Manager (Specialty Products) | 2000–2004 | P&L leadership of Specialty Products division |
| Owens Corning; The Faxon Company; Blue Cross of Greater Philadelphia; Westinghouse Elevator Company | Senior positions | 1980–1998 | Financial and operations roles; prepared financial statements as CFO of a large insurance company (experience cited) |
| U.S. Trade Representative (White House Fellow) | Fellow | Reagan administration | Policy and trade exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank OZK | Director | Current | Public company board |
| Lexeo Therapeutics | Director | Current | Public company board |
| Nationwide Mutual Funds | Independent Trustee | 2000–2022 | Oversight of mutual funds |
| Ultralife Corporation | Director | 2004–2010 | Public company board |
| Albany International Corporation | Director | 2005–2013 | Public company board |
| Minerals Technologies Inc. | Director | 2005–2014 | Public company board |
| Dentsply International Inc. | Director | 2001–2016 | Public company board |
| Kapstone Paper and Packaging | Director | 2016–2018 | Public company board |
| National Association of Corporate Directors (NACD) | Part-time Faculty; Board Leadership Fellow; Certified Director; CERT in cyber-risk | Current | Governance education and credentials |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Human Capital Committee (CHCC) member .
- Independence: Board determined Paula and all nominees (except CEO Simon Meester) are independent under NYSE and SEC standards .
- Attendance and engagement: Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings; directors attended the prior annual meeting . Audit Committee held 11 meetings in 2024; all four members independent and designated financial experts include Paula .
- Executive sessions: Non-management directors meet privately in executive session at each regularly scheduled Board meeting .
- Oversight focus: As Audit Chair, oversees financial reporting, internal controls, sustainability metrics, cybersecurity risks, and related party transactions; pre-approves auditor services .
| Committee | Role | Meetings (2024) | Independence | Key Oversight |
|---|---|---|---|---|
| Audit | Chair | 11 | 4/4 members independent; multiple “financial experts” incl. Paula | Financials, internal controls, sustainability metrics, cybersecurity, related-party review |
| Compensation & Human Capital (CHCC) | Member | 9 | 4/4 members independent | Executive and director pay, culture & inclusion, HCM risk assessment; no interlocks in 2024 |
| Governance, Nominating & Corporate Responsibility (GNCR) | Not listed as member | 5 | 5/5 members independent | Board composition, independence, ESG, ethics and compliance |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $285,000 | Sum of Board retainer plus committee chair/member retainers |
| 2024 | Stock Awards | $0 | Paula elected cash rather than stock retainer |
| 2024 | Total | $285,000 | No options, no meeting fees |
| 2024 Component Detail | Amount | Basis |
|---|---|---|
| Annual Board Retainer | $240,000 | Standard director retainer (paid in cash or stock at director election) |
| Audit Committee Chair Retainer | $35,000 | Chair only (not member retainer) |
| CHCC Member Retainer | $10,000 | Member retainer |
| Sum | $285,000 | Matches disclosed fees earned |
| 2025 Director Compensation Policy | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Board Retainer | $240,000 | $270,000 | Increase approved by CHCC to align with benchmark companies |
| Non-Executive Chairman Retainer | $150,000 | $170,000 | Increase effective 2025 |
| Audit Chair | $35,000 | $35,000 | No change |
| CHCC Chair | $35,000 | $35,000 | No change |
| GNCR Chair | $25,000 | $25,000 | No change |
| Audit/CHCC/GNCR Member | $10,000 each | $10,000 each | No change |
- Retainer election mechanics: Directors may elect payment in common stock (with 40% cash to offset taxes), cash, deferral to stock or bond fund in the Deferred Compensation Plan, or a split; stock valued at NYSE close prior to grant date .
Performance Compensation
- Director equity: Program encourages directors to receive a significant portion of the annual board retainer in stock; Paula took cash in 2024 (stock awards $0) .
- Stock ownership guidelines: Directors must accumulate shares equal to 3x annual retainer value (i.e., $720,000 for 2024; $810,000 for 2025) within four years; if below, invest ≥50% of retainer in stock until met .
Detailed metric table (CHCC program Paula oversees):
| Program | Metric | Weight | Target(s) | 2024 Outcome | 2024 Payout Logic |
|---|---|---|---|---|---|
| Annual Incentive (NEOs) | Operating Profit (Company) | 75% of quantitative; 60% of total AIP | $682M (Company); $358M Genie; $355M MP | Company $531M; Genie $275M; MP $257M (adjusted) | Interpolated payout matrices; Company OP paid 45% of target; Genie 42%; MP 40% |
| Annual Incentive (NEOs) | Net Working Capital (NWC %) | 25% of quantitative; 20% of total AIP | Quarterly targets per matrix | Q1 22.7%, Q2 22.2%, Q3 26.3%, Q4 27.3% → 29.3% of target | Interpolated payout matrix |
| Annual Incentive (CEO) | Qualitative goals (Safety & Sustainability; Talent & Culture; Financial/Governance; Strategy) | 20% total | Explicit goals list (e.g., TRIR/LTR, emissions/energy intensity, AOP, cyber hygiene, strategy execution) | CEO qualitative payout breakdown disclosed | Discretionary capped; Inclusion stretch incentive +5% achieved (2024 only) |
| Long-Term Incentive | ROIC (three annual tranches) | 65% of LTI (performance-based portion) | 2024 ROIC Target 24.3% (ex-ESG) | 2024 ROIC achieved 21.1% (ex-ESG) → 67.1% of 2024 tranche | Scaled payouts from 0–200% based on achievement bands |
| Long-Term Incentive | TSR (3-year vs benchmark companies) | 65% of LTI (performance-based portion) | 50th percentile rank over 1/1/2024–12/31/2026 | Ongoing (3-year period) | 0–200% payout; Monte Carlo for market condition |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Bank OZK; Lexeo Therapeutics |
| Prior public company boards | Ultralife; Albany International; Minerals Technologies; Dentsply; Kapstone Paper and Packaging; Nationwide Mutual Funds (independent trustee) |
| CHCC interlocks | None in 2024; no cross-comp committee insider participation disclosed |
Expertise & Qualifications
- Audit committee financial expert; former CPA and prior CFO experience; extensive operations in manufacturing and strategy planning .
- Technology/cyber oversight expertise; CERT in cyber-risk; Audit Committee oversight of cybersecurity and public sustainability metrics controls .
- Skills matrix shows strengths in business development/strategy, manufacturing, risk management, technology, international business, corporate governance; diversity attributes noted .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding (as of 2/28/2025) |
|---|---|---|---|
| Paula H. J. Cholmondeley | 32,584 | <1% (*) | 66,212,138 |
- Director stock ownership guidelines: 3x annual board retainer ($720,000 for 2024; $810,000 for 2025) required within four years; invest ≥50% of retainer in stock until met .
- Hedging/pledging: Insider Trading Policy prohibits short sales, speculative options, purchasing on margin, and pledging company stock; policy applies to directors . Footnote notes some directors/executives maintain margin accounts but no debt balances as of March 1, 2025 .
Fixed/Performance Pay Structure Signals
- The Board increased non-employee director compensation from $240,000 to $270,000 effective 2025 (50th percentile targeting), while committee retainers were unchanged—suggests modest alignment to market without increasing variable components .
- Program encourages stock receipt and ownership (3x retainer), but Paula elected all-cash for 2024 (stock awards $0)—neutral signal; monitor ownership guideline compliance .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025 AGM, May 14, 2025) | 56,419,026 | 1,793,940 | 62,756 | 4,262,508 |
- Election of Directors (Paula): For 57,370,806; Against 878,304; Abstain 26,612; Broker non-votes 4,262,508—strong support .
- Historical support: Approx. 94%+ support over last ten years; 97% in 2024 (context from proxy) .
Related Party Transactions and Conflicts
- Audit Committee (comprised solely of independent directors and chaired by Paula) pre-approves all auditor services and reviews/approves related-party transactions per written charter; transactions must be on arm’s-length terms and fair to the Company .
- Board independence determination found no material relationships for nominees other than the CEO; noted Ares-held Company debt by Non-Executive Chairman Sachs was de minimis relative to assets and Ares capital .
Governance Assessment
- Strengths: Long-tenured independent director with financial expert designation; chairs a well-functioning Audit Committee with clear oversight of cybersecurity and ESG metrics; robust director stock ownership guidelines and anti-hedging/pledging policy; CHCC uses quantified metrics (Operating Profit, NWC) and performance-weighted LTI (ROIC, TSR) that align pay with performance; strong shareholder support for Paula’s election and say-on-pay .
- Watch items: Paula’s 2024 compensation entirely in cash (no stock awards) may reduce near-term alignment versus peers who elect stock; monitor her compliance with 3x retainer guideline and any margin account activity (policy prohibits pledging but margin accounts exist, albeit with no debt balances reported as of March 1, 2025) .
- No red flags observed: No related-party transactions involving Paula disclosed; CHCC interlocks absent; directors’ attendance threshold met; rigorous clawback policies in place for executives overseen by CHCC .