Simon Meester
TEREXAbout Simon Meester
- President and CEO of Terex Corporation since January 1, 2024; joined the Board in 2024; age 55 .
- 2024 company performance: net sales $5.1B, adjusted EPS $6.11, adjusted operating margin 11.3%, free cash flow $190M .
- Five-year total shareholder return (2020–2024) approximately 64% .
- Executive pay is explicitly tied to Operating Profit, Net Working Capital (NWC), Return on Invested Capital (ROIC), and relative TSR via annual and long-term incentive plans .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terex | President & CEO; Director | 2024–present | Leads global portfolio; board-level oversight . |
| Terex Aerial Work Platforms/Genie | President AWP (May 2023–Dec 2023); President Genie (Aug 2021–Apr 2023); COO Genie (Jun 2020–Jul 2021); VP Global Sales & Marketing Admin AWP (2018) | 2018–2023 | Segment leadership, operations, and commercial execution in core MEWP franchise . |
| Eaton | VP & General Manager, Industrial Control Division | Prior to 2018 | Operated a key industrial controls P&L . |
| Caterpillar | Various progressively senior roles (14 years) | Prior to 2018 | Global heavy equipment experience and operations leadership . |
| Sandvik Mining & Construction (India) | President | Prior to 2018 | Country leadership and P&L accountability . |
External Roles
- No other public company directorships disclosed for Meester; listed board memberships are provided for other nominees, not for Meester .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $925,000 | Increased to $925,000 effective Jan 1, 2024 when promoted to CEO (from $553,025 as President, AWP) . |
| Perquisites/Other | $222,481 | Includes DC SERP contribution $121,629, relocation allowance $45,746 (incl. $20,746 tax reimbursement), executive health benefits $2,132, HSA $600, dividends on earned/vested stock $31,459 . |
Performance Compensation
Annual Incentive (2024)
- Target bonus: 110% of base salary .
- Weighting: 80% quantitative (Operating Profit 75% of quantitative; NWC 25% of quantitative) and 20% qualitative goals; plus inclusion stretch incentive overlay .
| Metric (2024) | Weighting | Target | Actual/Payout | Meester Payout ($) |
|---|---|---|---|---|
| NWC % of sales (quarterly targets) | 20% of total (25% of quantitative) | Per quarterly matrix | Company achieved NWC payouts 29.3% of target | $59,626 |
| Operating Profit (Terex consolidated) | 60% of total (75% of quantitative) | $682M target | $531M achieved; 45% of target payout | $272,270 |
| Qualitative goals (Safety/Sustainability; Talent/Culture; FGC; Strategy) | 20% total | $203,500 total target | Paid per factor scoring | $172,978 |
| Inclusion Stretch Incentive | Overlay (up to +15% of target) | 6 points achieved → 5% payout | +$50,875 | $50,875 |
| Total Annual Incentive | — | — | — | $555,749 |
- Qualitative weighting details for CEO (sub-weights): Safety & Sustainability 10%; Talent & Culture 15%; Financial, Governance & Compliance 35%; Strategy 40% .
Long-Term Incentives (Granted March 15, 2024)
- Mix: 65% performance-based (ROIC and relative TSR), 35% time-based RS .
- Grant-date fair value (total LTI 2024): $4,923,294 .
- Specific grants:
- Time-based RS: 27,848 shares; vest 1/3 on Mar 15 of 2025, 2026, 2027 (service-based) .
- Performance RS (ROIC): target 25,859 shares (threshold 6,465; max 51,718) .
- Performance RS (TSR vs Benchmark Companies): target 25,859 shares (threshold 6,465; max 51,718) .
| Performance Plan | Metric/Curve | 2024 Outcome | Vesting |
|---|---|---|---|
| ROIC PSUs | Annual ROIC targets for 2024–2026; payout 0–200% with examples: 90% of target → 75% payout; 140% → 200% cap | 2024 ROIC achieved 21.1% vs 24.3% target; earned 67.1% of 2024 portion | Earned portions cliff-vest after 3-year performance period . |
| TSR PSUs | Relative TSR percentile vs Benchmark Companies; 30th=25%, 50th=100%, ≥80th=200% | 2024 single-year TSR earned 0%; 2022–2024 3-year TSR earned 56.5% of award | Cliff-vest at end of 3-year performance period . |
- No stock options granted; no option exercises in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 113,365 shares as of Feb 28, 2025 (less than 1%) . |
| Shares outstanding (for context) | 66,212,138 (Feb 28, 2025) . |
| Ownership as % of outstanding (calc) | ≈0.17% (113,365 ÷ 66,212,138) . |
| CEO stock ownership guideline | 6x base salary; 5-year compliance window . |
| Status vs guideline (12/31/2024) | $2.9M total stock ownership = 3.1x salary; progressing toward 6x requirement . |
| Pledging/hedging policy | Prohibits purchasing on margin and pledging Terex securities; prohibits hedging/short sales/options . |
| Margin account disclosure | Certain executives/directors maintain margin accounts where positions may be pledged; no debt balance in such accounts as of Mar 1, 2025 . |
Selected outstanding/vesting items (supply overhang):
- 2024 time-based RS vesting dates: Mar 15, 2025/2026/2027 (1/3 each) .
- 2024 ROIC PSUs: 2024 tranche earned 67% (subject to 3-year payout timing); 2025/2026 tranches TBD .
- 2024 TSR PSUs: 2024 single-year tranche forfeited; multi-year cycles continue (2024–2026) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement type | Change in Control and Severance Agreement; no excise tax gross-ups . |
| Term | 1-year initial term; auto-renews annually; if a Change in Control occurs, remains in effect until 3rd anniversary of the CIC date . |
| Termination without Cause / Good Reason (non-CIC) | 2x base salary; 2x target annual bonus; prorata current-year bonus; certain equity vesting of near-term time-based awards; continuation of benefits up to 24 months; outplacement . |
| CIC (double trigger) | 2x base salary; 2x target annual bonus; prorata bonus; immediate vesting of unvested equity; benefits continuation up to 24 months; outplacement . |
| Non-compete | 24 months post-termination (Meester) . |
Illustrative payout table (SEC-mandated scenario as of 12/31/2024; not an actual event):
| Scenario | Base Salary | Annual Incentive | Time-based RS | Performance RS | Benefits/Other |
|---|---|---|---|---|---|
| Involuntary Not For Cause / Good Reason | $1,850,000 | $3,052,500 | $1,193,458 | $798,004 | Est. health/welfare and other benefits indicated; see table . |
| Involuntary Not For Cause / Good Reason (CIC) | $1,850,000 | $3,052,500 | $1,626,889 | $3,854,904 | Est. benefits and other items per table . |
Board Governance
- Role: CEO and director; not an independent director under NYSE/SEC standards (all other nominees independent) .
- Board leadership: Independent Non-Executive Chairman (David A. Sachs); board separated Chair/CEO when Meester became CEO; board may revisit structure as tenure increases .
- Committee roles: No committee memberships listed for Meester; committee assignments are held by independent directors -.
- Board meetings: Board met nine times in 2024; all directors in office attended at least 75% of meetings .
- Employee directors receive no additional director compensation .
Compensation Structure Analysis
- Mix and at-risk design: Majority of CEO total direct compensation is at-risk via annual incentive and performance-weighted LTI (65% PSUs, 35% RS) .
- Performance metrics: Annual plan uses consolidated Operating Profit (dominant weight) and NWC; LTI uses ROIC (annual tranches) and 3-year relative TSR with 0–200% payout curves .
- 2024 realizations: Sub-target Operating Profit and NWC led to below-target annual bonus; 2024 TSR single-year tranche paid 0%; 2024 ROIC portion earned 67.1% .
- Governance: Robust clawback aligned with SEC/NYSE plus discretionary recoupment for fiduciary/policy violations and other harmful conduct; anti-hedging/pledging policy; no repricing/exchanges; no CIC tax gross-ups .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support has been ~94%+ for the last ten years; 2024 approval exceeded 97% .
- Ongoing shareholder outreach by CHC Chair and management; feedback incorporated in program design .
Equity Compensation Peer Group (Benchmark Companies)
- 2024/2025 peer set includes: AGCO, Allison Transmission, American Axle, BorgWarner, Carlisle, Dana, Dover, Flowserve, Greenbrier, Hubbell, Hyster-Yale, Lincoln Electric, Oshkosh, Pentair, Regal Rexnord, Rockwell Automation, Timken, Trinity, Wabtec .
- Target pay positioning around market median; 2024 aggregate target LTI and cash opportunities for executives below median due to lower tenure .
Performance & Track Record
- 2024: net sales $5.1B; adjusted operating margin 11.3%; adjusted EPS $6.11; $92M returned to shareholders ($46M buybacks, $46M dividends); free cash flow $190M .
- Five-year TSR (2020–2024) ~64% .
- Pay-versus-performance data (SEC CAP) for 2024 shows CAP of $4.05M and TSR index value $163.71 (base $100 at 12/31/2019) .
Risk Indicators & Red Flags
- Pledging/hedging prohibited; policy explicitly bars pledging and margin purchases; company notes some margin accounts exist but no debt balance as of Mar 1, 2025 .
- No option repricing/exchanges; no CIC excise tax gross-ups .
- High Say-on-Pay support mitigates governance risk .
- Clawback policy covers restatements and broader misconduct triggers .
Equity Ownership & Vesting Schedules (Selected 2024 Grants)
| Grant Type | Grant Date | Shares/Targets | Vesting | Notes |
|---|---|---|---|---|
| Time-based RS | 3/15/2024 | 27,848 | 1/3 on 3/15/2025, 3/15/2026, 3/15/2027 | Service-based. |
| ROIC PSUs | 3/15/2024 | Target 25,859 (Thr 6,465; Max 51,718) | Earn annually (2024–2026) vs ROIC targets; pay after 3 years | 2024 earned 67.1% (ROIC 21.1% vs 24.3% target) . |
| TSR PSUs | 3/15/2024 | Target 25,859 (Thr 6,465; Max 51,718) | 3-year relative TSR vs peer group (0–200%) | 2024 single-year TSR tranche: 0%; 2022–2024 3-yr: 56.5% . |
Employment Contracts, Severance & CIC Economics
- Double-trigger CIC with 2x salary and 2x target bonus, prorata bonus, immediate vesting of equity, and 24 months of benefits/outplacement (CEO) .
- Non-CIC involuntary/Good Reason severance includes 2x salary and 2x target bonus (CEO), prorata bonus, limited equity acceleration of near-term time-based awards, and benefits continuation .
- Non-compete for 24 months post-termination (CEO) .
Board Service History, Committee Roles, Independence
- Director since 2024; CEO-director; not independent .
- Non-Executive Chairman structure currently in place; independent director executive sessions at each regular meeting .
- No committee memberships listed for Meester (committees chaired and populated by independent directors) -.
- Employee directors receive no separate board pay .
Investment Implications
- Pay-for-performance alignment is intact: below-target 2024 operating profit, NWC, and TSR translated into reduced bonus and zero TSR tranche payout; ROIC paid 67% for 2024, tightening linkage to returns on capital .
- Upcoming March vesting cadence (time-based RS and earned PSU tranches) could create periodic selling supply; however, anti-hedging/pledging policies and absence of options meaningfully reduce forced-selling/expiration risk .
- Ownership guideline progress (3.1x vs 6x target within 5-year window) suggests increasing skin-in-the-game over time; combined with strong clawback and high say-on-pay support, governance and alignment risks appear moderate near-term - .
- Retention risk is mitigated by multi-year PSU design, sizeable unvested equity, non-compete (24 months), and competitive severance/CIC protections, though 2024 below-target outcomes may temper realized pay until performance re-accelerates - .