Seun Salami
TEREXAbout Seun Salami
Seun Salami, age 47, has served as an independent director of Terex since 2023. He is Executive Vice President and Chief Financial Officer of Nuveen and previously held senior finance roles at TIAA (corporate controller; chief accounting officer; principal financial officer of TIAA Real Estate Account), Jones Lang LaSalle (EVP & Global Controller, Corporate Solutions), and spent over eleven years at Deloitte; he is designated an SEC “audit committee financial expert.” His background includes international education and experience, NACD membership, and a life membership in the Council on Foreign Relations, bringing global perspective to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen (TIAA) | Executive Vice President & CFO (current) | Joined TIAA May 2018; later CFO of Nuveen | Deep finance/accounting expertise; audit committee financial expert designation |
| TIAA | Corporate Controller; Chief Accounting Officer; PFO of TIAA Real Estate Account | From May 2018 | Led finance teams; regulatory and reporting oversight |
| Jones Lang LaSalle (JLL) | EVP & Global Controller, Corporate Solutions | Not disclosed | Fortune 500 controls and operations experience |
| Deloitte | Various roles serving Fortune 500 clients | Over eleven years | Audit and advisory experience; financial literacy |
External Roles
| Organization | Role | Status / Boards | Notes |
|---|---|---|---|
| Nuveen | Executive Vice President & CFO | Other public company boards: 0 | Current primary occupation; finance leadership |
| Council on Foreign Relations | Life Member | — | International policy and global perspective |
| NACD | Member | — | Continuing director education encouraged and supported |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation and Human Capital (CHC) Committee; no chair roles .
- Independence: Board determined all nominees are independent except the CEO; Salami is independent; Audit and CHC Committees were fully independent in 2024 (Audit 4/4; CHC 4/4) .
- Attendance: Board met nine times in 2024; all directors in office attended at least 75% of Board and committee meetings; all directors attended the May 23, 2024 annual meeting .
- Audit Committee financial expert: The Board determined Salami is an “audit committee financial expert” under SEC rules .
| Committee | Role | Chair | Meetings (2024) | Independence | Key Oversight Areas |
|---|---|---|---|---|---|
| Audit Committee | Member | Paula H. J. Cholmondeley | 11 | 4/4 | Financial reporting; internal controls; sustainability metrics controls; technology/cybersecurity risks; related party transactions |
| Compensation & Human Capital Committee | Member | Donald DeFosset | 9 | 4/4 | Executive/director compensation; culture & inclusion; human capital; compensation risk assessment |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 20,000 | 240,000 | 0 | 0 | 260,000 |
| Retainer Component | 2024 Retainer ($) | 2025 Retainer ($) |
|---|---|---|
| Board Member Annual Retainer | 240,000 | 270,000 |
| Non-Executive Chairman | 150,000 | 170,000 |
| Audit Committee Chair | 35,000 | 35,000 |
| CHC Committee Chair | 35,000 | 35,000 |
| GNCR Committee Chair | 25,000 | 25,000 |
| Audit Committee Member | 10,000 | 10,000 |
| CHC Committee Member | 10,000 | 10,000 |
| GNCR Committee Member | 10,000 | 10,000 |
- No meeting fees are paid; directors are expected to prepare for and participate in all meetings; travel and related expenses are reimbursed .
Performance Compensation
| Award Type | Grant Date | Grant Date Fair Value ($) | Vesting / Performance Metrics |
|---|---|---|---|
| Stock Awards (annual retainer, paid in stock) | May 24, 2024 | 240,000 | Performance metrics/vesting terms for director awards not disclosed; option awards: $0 |
| Election Mechanics | Ongoing | — | Directors may elect to receive the annual retainer in stock (with 40% cash to offset taxes if not deferred), cash, or defer into stock/bond funds under the Deferred Compensation Plan |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | 0 |
| CHC committee interlocks | None; no officer served on another company’s compensation committee or board creating an interlock in 2024 |
Expertise & Qualifications
- Finance and accounting expertise from CFO/CAO/controller roles; SEC “audit committee financial expert” designation .
- Global operations perspective via international education/work; CFR life membership; diversity of background highlighted in Director Skills .
- Skills matrix shows strengths in risk management, technology/cyber, international business, corporate governance, and financial expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|
| Seun Salami | 7,005 | Less than 1% (“*”) | 66,212,138 shares outstanding as of Feb 28, 2025 |
| Ownership Policy | Requirement | Status/Notes |
|---|---|---|
| Director Stock Ownership Guideline | Hold Company stock equal to 3× annual retainer (2024: $720,000; 2025: $810,000); accumulate within first four years of Board service; invest at least half of retainer in stock until met | Salami joined Board in 2023 and is within the four-year accumulation period; specific compliance status not disclosed |
| Pledging/Hedging | Margin accounts may hold pledged positions; at March 1, 2025, no executive officer or director had a debt balance in such accounts | No specific pledging disclosure for Salami; only general margin account note provided |
Governance Assessment
- Board effectiveness: Salami serves on two key committees (Audit; CHC), both fully independent in 2024, with substantial meeting cadence (Audit 11; CHC 9), supporting strong oversight of financial reporting, cyber risk, compensation, and culture .
- Independence and expertise: Explicitly independent and designated as an audit committee financial expert, enhancing investor confidence in financial oversight .
- Attendance & engagement: Board met nine times in 2024; all directors attended at least 75% of Board/committee meetings and attended the 2024 annual meeting, indicating baseline engagement .
- Shareholder support signals: 2025 director election support for Salami was 58,063,301 For vs. 154,167 Against; say‑on‑pay advisory vote passed with 56,419,026 For vs. 1,793,940 Against, signaling broad shareholder confidence in governance and pay practices .
- Conflicts/related-party exposure: Board annually evaluates relationships and determined all nominees (except CEO) have no material relationships; Audit Committee reviews related party transactions per charter; no CHC interlocks reported—no red flags identified for Salami .
Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: Seun Salami | 58,063,301 | 154,167 | 58,254 | 4,262,508 |
| Advisory vote on NEO compensation (Say-on-Pay) | 56,419,026 | 1,793,940 | 62,756 | 4,262,508 |
RED FLAGS
- None identified related to interlocks, attendance, or related-party transactions; no option repricing or meeting fees; director compensation moved to align to peers with transparent increases effective 2025 (board member retainer to $270,000; Chairman to $170,000) .
- Pledging: Only a general margin account disclosure; no debt balances at March 1, 2025; no specific pledging disclosure for Salami—monitor future filings for detail .
