Sandie O’Connor
TEREXAbout Sandie O’Connor
Sandie O’Connor, age 58, is an independent director of Terex Corporation (TEX) since 2020 and currently chairs the Governance, Nominating and Corporate Responsibility (GNCR) Committee while also serving on the Audit Committee; she is designated an Audit Committee Financial Expert by the Board based on her capital markets and risk experience . O’Connor retired as Chief Regulatory Affairs Officer at JPMorgan Chase after a 30-year career beginning in 1988, including prior leadership roles as Global Treasurer and head of Prime Services, and service on multiple firm-wide governance committees, bringing deep expertise in capital flows, balance sheets, liquidity, enterprise risk and transformation to the TEX Board . She is independent under NYSE/SEC standards per the Board’s annual determination of independence (all nominees except the CEO), and is listed “ü” as independent in the proxy’s nominee summary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Chief Regulatory Affairs Officer; previously Global Treasurer; head of Prime Services | Joined in 1988; ~30-year career | Set firm-wide regulatory strategy; engagement with G-20 policymakers; member of Executive Committee; Chair of JPMorgan Chase Foundation Investment Committee; service on multiple firm-wide governance committees; expertise in capital markets, liquidity and risk management |
External Roles
| Organization/Body | Role/Capacity | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| The Bank of New York Mellon Corporation | Director | Current | Public company board service; corporate governance experience |
| Federal Reserve Board’s Alternative Reference Rates Committee (ARRC) | Chair | Prior service | Led market-wide benchmark reform efforts; market structure expertise |
| Treasury Markets Practices Group (FRBNY) | Former member | Prior service | Best-practice standards for U.S. Treasury markets |
| Task Force on Financial Stability | Member | Prior service | Macro-financial stability advisory |
| Office of Financial Research (OFR) – Financial Research Advisory Committee | Member | Prior service | Policy input on financial data/research to Treasury/OFR |
| FDIC Systemic Resolution Advisory Committee | Member | Current | Guidance on systemic resolution frameworks |
| Economic Club of New York | Member | Current | Policy and economic dialogue |
Board Governance
- Committee assignments: Audit Committee member; GNCR Committee Chair .
- Audit Committee Financial Expert: Board designated O’Connor (and two others) as “audit committee financial expert” under SEC regulations, reflecting capital markets and balance sheet expertise .
- Independence: Board determined all nominees are independent except the CEO; independence criteria include robust related-party, customer/supplier, indebtedness and compensation thresholds .
- Attendance/Engagement: Board met nine times in 2024; all directors in office attended at least 75% of Board and committee meetings and attended the 2024 annual meeting, evidencing engagement .
- Executive sessions: TEX maintains regular independent director executive sessions as part of governance highlights .
- Risk oversight: Audit oversees financial controls, cybersecurity, sustainability metrics controls, and related-party/conflicts; GNCR oversees ESG, ethics/compliance, nominations/independence; CHC oversees executive pay, culture and human capital .
| Governance Activity | 2024 Count | Notes |
|---|---|---|
| Board meetings | 9 | All directors ≥75% attendance; all attended 2024 annual meeting |
| Audit Committee | 11 | Independence 4/4; oversees financial controls, cybersecurity, sustainability metrics controls, related-party/conflicts |
| GNCR Committee | 5 | Independence 5/5; oversees ESG strategy, ethics/compliance, nominations/independence, board/committee evaluations; O’Connor is Chair |
| CHC Committee | 9 | Independence 4/4; oversees executive pay, culture/inclusion, human capital, compensation risk; no interlocks or insider participation in 2024 |
Fixed Compensation
- Director compensation program structure: Outside directors received $240,000 in 2024 for Board service (no per-meeting fees); increased to $270,000 beginning in 2025; Non-Executive Chairman retainer increased from $150,000 to $170,000; committee retainers paid in cash (Audit Chair $35,000; CHC Chair $35,000; GNCR Chair $25,000; members $10,000 each) .
- Stock ownership guidelines: Directors are expected to accumulate shares equal to 3× annual retainer (i.e., $720,000 for 2024; $810,000 for 2025); until met, at least half of annual retainer should be invested in stock; program allows elections among stock/cash/deferred alternatives (with 40% cash to offset taxes when electing current shares) .
- O’Connor’s 2024 compensation mix: $39,818 in cash fees; $240,000 in stock awards (annual retainer paid May 24, 2024); total $279,818 .
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $39,818 | Committee/Board cash retainer(s) |
| Stock Awards (Grant-date FV) | $240,000 | Annual retainer paid May 24, 2024 |
| Option Awards | $0 | No options granted |
| Other | $0 | No non-equity incentive, pension changes or other compensation |
| Total | $279,818 | Sum of components |
| Role-Based Retainers | 2024 Retainer | 2025 Retainer |
|---|---|---|
| Director annual retainer | $240,000 | $270,000 |
| Non-Executive Chairman | $150,000 | $170,000 |
| Audit Chair | $35,000 | $35,000 |
| CHC Chair | $35,000 | $35,000 |
| GNCR Chair | $25,000 | $25,000 |
| Audit/CHC/GNCR Member | $10,000 | $10,000 |
Performance Compensation
- TEX’s pay-for-performance framework (context for board oversight): Annual bonus metrics were Operating Profit (75% of quantitative) and Net Working Capital as % of sales (25%); qualitative goals comprised the remaining 20% of CEO/NEO annual incentive; inclusion stretch incentive added up to 10–15% of target for diversity/inclusion outcomes in 2024 (discontinued in 2025) .
- Long-term incentives emphasize ROIC and relative TSR versus peer benchmarks; 2024 ROIC target was 24.3% (ESG excluded); achieved 21.1% resulting in 67.1% of the 2024 ROIC portion earned; TSR target set at 50th percentile vs Benchmark Companies (2024–2026 performance period) .
| Annual Incentive Metrics (Company-level) | Target | 2024 Achievement | Payout Guidance |
|---|---|---|---|
| Operating Profit (Terex) | $682 million | $531 million | 45% of target for this metric |
| Net Working Capital (% of sales; quarterly) | Q targets per plan | 22.7% (Q1); 22.2% (Q2); 26.3% (Q3); 27.3% (Q4) | 29.3% of target for this metric |
| Inclusion Stretch (DEI outcomes) | Points-based (max 14) | 6 points | 5% payout of target; discontinued in 2025 |
| Long-Term Incentive Metrics | 2024 Target | 2024 Achievement | Payout Mechanics |
|---|---|---|---|
| ROIC (three-year award; annual tranches) | 24.3% (ESG excluded) | 21.1% (ESG excluded) | 67.1% of 2024 ROIC portion earned; payout ranges 0–200% per attainment |
| Relative TSR vs Benchmark Companies | 50th percentile for 2024–2026 | Ongoing | Pays 0–200% based on percentile rank at end of period |
As GNCR Chair and Audit member, O’Connor oversees governance, ESG, ethics/compliance, independence, and helps ensure alignment between performance metrics and pay outcomes, including oversight of clawback policies and anti-hedging/pledging rules .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| The Bank of New York Mellon Corporation | Director | Large financial institution; no TEX-related transactions disclosed; independence policy and Audit Committee review govern any related-party exposure |
Expertise & Qualifications
- Recognized financial industry expert and leader with deep capital markets, balance sheet, liquidity, enterprise risk and global business-building experience; provides insight on capital markets, treasury/liquidity, enterprise risk, and strategy/transformation .
- Audit Committee Financial Expert designation based on market expertise and financial management experience .
- Extensive public/private policy committee experience (ARRC Chair; FRBNY TMG; OFR FRAC; FDIC Systemic Resolution Advisory Committee; Task Force on Financial Stability; Economic Club of NY) supports governance quality and risk oversight .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Sandie O’Connor | 36,934 | <1% | As of Feb 28, 2025; director holdings below 1% threshold |
| Director stock ownership guideline | 3× annual retainer | $720,000 (2024); $810,000 (2025) | Must invest at least half of retainer until guideline met; individual compliance not disclosed |
| Anti-hedging/anti-pledging | Prohibited | Policy in Insider Trading Policy and governance highlights | No short sales, speculative options, margin/pledging for directors |
Governance Assessment
- Board effectiveness: O’Connor’s dual roles (GNCR Chair; Audit member) and Audit Financial Expert designation strengthen oversight of ESG, ethics/compliance, nominations/independence, cybersecurity, sustainability metrics controls, and related-party/conflict reviews; meeting cadence and attendance indicate engagement .
- Independence and conflicts: Board determined independence; no related-party transactions disclosed for O’Connor; Audit Committee pre-approves auditor services and reviews related-party transactions per written charter; governance policies include robust independence thresholds .
- Compensation alignment: Director pay is primarily equity-linked via annual stock retainer with ownership guidelines, no meeting fees, and program targeting 50th percentile vs peers; enhances ownership alignment, with prohibited hedging/pledging reducing misalignment risk .
- Shareholder signals: Say-on-pay support exceeded 97% in 2024; ongoing outreach by CHC and availability of the chair at annual meetings support investor confidence in governance and pay practices .
RED FLAGS
- None disclosed specific to O’Connor: no related-party transactions, no hedging/pledging permitted, strong independence determinations and committee oversight structures in place .
