Scott Posner
TEREXAbout Scott Posner
Scott J. Posner is Senior Vice President, General Counsel and Secretary of Terex, appointed in December 2019 after progressive legal leadership roles since joining Terex in 2004; prior to Terex he was an associate at Weil, Gotshal & Manges LLP (2001–2004) . Company performance context during the latest disclosed year: net sales $5.1B, adjusted EPS $6.11, adjusted operating margin 11.3%, and free cash flow $190M . Pay-versus-performance disclosure shows 2024 TSR value of a $100 investment at $163.71, Net Income $335.5M, and ROIC 21.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terex Corporation | Senior Vice President, General Counsel & Secretary | Dec 2019–present | Company’s chief legal officer and corporate secretary; oversight of legal, governance, and compliance . |
| Terex Corporation | Vice President, Deputy General Counsel & Assistant Secretary | Apr 2012–Dec 2019 | Deputy leadership in legal affairs and corporate secretariat . |
| Terex Corporation | Legal Counsel | Jan 2004–Apr 2012 | In-house counsel across business and corporate matters . |
| Weil, Gotshal & Manges LLP | Associate | 2001–2004 | Corporate legal experience at international law firm . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weil, Gotshal & Manges LLP | Associate | 2001–2004 | Foundational private practice experience supporting later in-house leadership . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $478,269 | $503,269 | $535,796 |
| Stock Awards ($, grant-date fair value) | $751,067 | $984,308 | $942,758 |
| Non-Equity Incentive Plan Compensation ($) | $433,998 | $544,743 | $216,396 |
| All Other Compensation ($) | $149,840 | $147,073 | $170,765 |
| Total ($) | $1,813,174 | $2,179,393 | $1,865,715 |
- Base salary increased to $545,300 effective April 1, 2024 (prior $510,000) .
- Annual incentive target for 2024 was $375,566; actual bonus paid was $216,396 (paid March 2025) .
- Perquisites and benefits 2024 totaled $170,765, including disability premiums ($1,073), 401(k) match ($17,250), company-paid life insurance ($2,592), dividends on stock awards ($17,583), and “Other” ($132,267) .
- Deferred compensation: executive contributions $21,818, registrant contributions $126,667, aggregate balance $609,429 .
Performance Compensation
Annual Incentive Program (AIP) – 2024 structure, targets, and outcomes
| Metric | Weighting | Target ($) | Actual Payout ($) | Payout % of Target | Vesting/Payment |
|---|---|---|---|---|---|
| Operating Profit (Company) | 60% (75% of 80% financial) | $225,340* | $100,497 | 45% (Company OP $531M) | Cash paid Mar 2025 |
| Net Working Capital (% of sales) | 20% (25% of 80% financial) | $75,113* | $22,008 | 29.3% (NWC quarterly results) | Cash paid Mar 2025 |
| Qualitative goals | 20% | $75,113* | $75,113 | 100% (CEO/Committee discretion) | Cash paid Mar 2025 |
| Inclusion Stretch Incentive | Add-on (5% achieved) | N/A | $18,778 | 5% of target achieved (6 points) | Cash paid Mar 2025 |
*Target dollar allocations derived from disclosed total AIP target ($375,566) and program weightings .
- 2024 financial metric targets and payout matrices: Company OP target $682M; NWC measured quarterly with payout interpolation; actual Company OP $531M → 45% payout; NWC quarterly results → 29.3% payout .
- No options used in AIP/LTI; Company caps payouts at 200% and pays no dividends on unvested RSUs/PSUs until vest .
2024 Long-Term Incentive (LTI) grants (grant-date fair value and share counts)
| Instrument | Grant Date | Shares (Target) | Threshold/Max (Shares) | Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Time-based RSU | 3/15/2024 | 5,333 | N/A | $315,000 | Standard vesting per award agreement . |
| Performance-based PSU (cycle A) | 3/15/2024 | 4,952 | 1,238 / 9,904 | $292,500 | Tied to TSR percentile achievement; annual measurement per program . |
| Performance-based PSU (cycle B) | 3/15/2024 | 4,952 | 1,238 / 9,904 | $335,258 | TSR-based; separate tranche . |
Vesting signals and recent outcomes:
- TSR PSUs for annual periods ending 2022 and 2023 vested March 17, 2025 at 126% and 125% of initial awards, respectively (Company exceeded target TSR percentile rank) .
- A time-based RSU block of 2,201 shares vested March 17, 2025 .
- Active TSR PSU grant tied to 2024 annual period (e.g., 1,479 shares line item) subject to up/down adjustment based on TSR vs target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 51,055 shares as of Feb 28, 2025 |
| Shares Outstanding | 66,212,138 as of Feb 28, 2025 |
| Ownership % of Outstanding | ~0.077% (computed from disclosed figures) |
| Stock Ownership Guidelines | 2.0x base salary requirement for Posner |
| Compliance Status | Total stock ownership ~$1.6M (3.0x salary), exceeds guideline |
| Anti-Hedging / Anti-Pledging | Company policy prohibits hedging and pledging; margin purchases or holding Terex securities in margin accounts is prohibited |
| Margin Accounts Footnote | Some directors/officers maintain margin accounts; positions in such accounts may be pledged as collateral—no debt balances existed at Mar 1, 2025 |
Notes:
- The proxy’s insider trading policy prohibits pledging; the ownership table footnote mentions margin accounts and potential collateralization—Terex reports no debt balances at the reference date, reducing immediate pledge-related risk .
Employment Terms
| Provision | Non-CIC Involuntary (without Cause) or Good Reason | Change in Control (double trigger) | Death | Disability |
|---|---|---|---|---|
| Cash severance (salary) | 1× base salary ($545,300) | 1× base salary ($545,300) | — | — |
| Cash severance (bonus) | N/A for Posner | 1× annual bonus ($763,420 shown in table scenario) | — | — |
| Prorata YTD bonus + accrued vacation | Yes | Yes | — | — |
| Equity vesting | Immediate vest of time-based awards vesting in next 12 months; rights to exercise for up to 6 months | Immediate vest of unvested options, stock grants, cash performance awards; up to 6 months to exercise | Time/performance restricted shares values per table | Time/performance restricted shares values per table |
| Benefits continuation | 12 months (insurance and other benefits) | 12 months (insurance and other benefits) | — | — |
| Outplacement | At least 12 months | At least 12 months | — | — |
| Estimated totals (illustrative as of 12/31/2024) | Salary $545,300; Annual Incentive $381,710; Time-based RS $273,464; Performance-based RS $467,660; premiums/benefits detailed; retirement plans $2,181,000 | Salary $545,300; Annual Incentive $763,420; Time-based RS $528,270; Performance-based RS $1,720,020; premiums/benefits detailed; retirement plans $2,181,000 | Life insurance proceeds $900,000; time/perf RS values | Disability benefits $1,804,000; time/perf RS values |
Contract mechanics:
- Executive Agreements auto-renew annually (one-year terms) unless notice of non-renewal 6 months prior; if a CIC occurs, agreement remains in effect until the third anniversary of CIC .
- Confidentiality and non-disparagement provisions apply; explicit non-compete durations are disclosed for certain executives (Meester/Hegarty 24 months; Gross/Beck 12 months); Posner’s non-compete duration is not specified in the excerpted provisions .
- No excise tax gross-ups on CIC benefits; no single-trigger vesting; no option repricing without shareholder approval; no dividends on unvested RSUs/PSUs .
Compensation Structure Analysis
- Year-over-year mix: 2024 bonus materially down vs 2023 ($216k vs $545k) driven by lower OP/NWC payouts; equity grant values modestly lower ($943k vs $984k), salary up modestly ($536k vs $503k) .
- Shift to RSUs/PSUs (no options): Outstanding and grant tables reflect restricted stock instruments; options are not utilized or have zero balances for Posner (reduces exercise-driven selling pressure) .
- Performance metrics: AIP uses quantifiable OP and NWC with clear payout matrices; PSUs are linked to annual TSR percentile with over-target vest results for 2022 and 2023 (126% and 125% earned) .
- Clawbacks: Stand-alone SEC/NYSE-compliant clawback plus additional award-level clawbacks adopted in 2024 for fiduciary/policy violations and conduct harmful to the company .
- Benchmarking: Peer group includes industrials such as Oshkosh, AGCO, Timken, and Rockwell Automation; salaries targeted around market median .
Equity Vesting & Potential Insider Selling Pressure
| Upcoming/Recent Vesting | Shares | Date | Basis |
|---|---|---|---|
| Time-based RSU vest | 2,201 | Mar 17, 2025 | Standard time-based vesting . |
| TSR PSU (annual period ending 2022) | Earned at 126% | Mar 17, 2025 | Company exceeded target TSR percentile . |
| TSR PSU (annual period ending 2023) | Earned at 125% | Mar 17, 2025 | Company exceeded target TSR percentile . |
| TSR PSU (annual period ending 2024) | 1,479 line item (subject to adjustment) | After year-end | Vest contingent on TSR percentile vs target . |
- Pattern of mid-March vesting creates predictable supply windows; 2025 vestings occurred March 17; future TSR cycles are subject to annual measurement outcomes .
Say‑on‑Pay & Governance Signals
- Annual say‑on‑pay conducted; Board recommends FOR approval of 2025 NEO compensation, citing alignment with performance and robust processes .
- Governance practices include independent Compensation & Human Capital Committee advised by an independent consultant, rigorous ownership guidelines, and clawback policies; anti-hedging/anti-pledging policy in force .
Equity Ownership & Security Ownership Table Notes
| Holder | Beneficial Ownership | Percent Class |
|---|---|---|
| Scott Posner | 51,055 shares | ~0.077% (computed from 66,212,138 outstanding) |
- Footnote observes some officers/directors maintain margin accounts; as of March 1, 2025, no debt balances exist; Terex prohibits pledging and holding Terex securities in margin accounts under its policy .
Risk Indicators & Red Flags
- Pledging/Hedging: Policy prohibits pledging; margin account footnote warrants monitoring for policy compliance, though no debt balances at the referenced date .
- No excise tax gross-ups and double-trigger CIC mitigate shareholder-unfriendly structures .
- Strong clawback coverage beyond SEC/NYSE minimums (behavioral triggers) supports governance risk control .
Compensation Peer Group (Benchmarking)
- Current peer set includes AGCO, Allison Transmission, BorgWarner, Dover, Hubbell, Oshkosh, Rockwell Automation, Timken, Wabtec, among others; Terex targets compensation around market median .
Investment Implications
- Alignment: Posner exceeds stock ownership guideline (3.0x vs 2.0x), owns ~0.077% of shares outstanding, and participates in TSR‑linked PSUs—solid alignment with shareholder returns .
- Retention risk: CIC and non‑CIC severance terms are modest (1× salary; CIC adds 1× bonus) with 12 months of benefits—adequate but not overly rich; annual auto‑renewal with 3‑year tail post‑CIC provides continuity .
- Selling pressure: Regular March vesting and TSR PSU over‑achievement in recent cycles suggest predictable supply windows around vesting dates; absence of options reduces opportunistic exercise‑driven selling .
- Governance quality: Strong clawbacks, anti‑hedging/pledging policy, performance‑weighted AIP, and clear payout matrices reduce compensation‑related risk; monitor consistency between policy and margin account practices .
Note on insider transactions: We attempted to fetch Scott Posner’s Form 4 activity using the insider‑trades skill for 2024–2025, but the request returned an authorization error (401). We relied on the latest proxy’s beneficial ownership and vesting disclosures and will update with Form 4 data upon access restoration.