Srikanth Padmanabhan
TEREXAbout Srikanth Padmanabhan
Srikanth Padmanabhan was appointed to the Terex (TEX) Board of Directors effective December 1, 2025, following his retirement as Executive Vice President and President – Operations at Cummins, Inc. after a 34-year career that included leading the Engine Business and senior roles across Power Generation, Components, and Engine segments . He is designated an independent director under NYSE and Terex Corporate Governance Guidelines, and no related-party transactions were identified in connection with his appointment . He holds a PhD in Mechanical Engineering (Iowa State University), a BS in Mechanical Engineering (NIT Trichy), and is a graduate of Harvard Business School’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins, Inc. | Executive Vice President & President – Operations; previously President, Engine Business; multiple global leadership roles across Power Generation, Components, and Engine segments | 34 years | Global operations leadership; manufacturing and plant leadership experience; lived/worked in India, U.S., Mexico, England |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Leggett & Platt Incorporated | Director | Current | Disclosed in TEX 8-K appointment press release |
Board Governance
- Independence and conflicts: Terex states Mr. Padmanabhan is independent under NYSE rules and company guidelines; no relationships or related transactions requiring disclosure under Item 404(a) were identified . Related-party transactions oversight resides with the Audit Committee .
- Committees: Terex expects all non-employee directors to serve on at least one committee; Mr. Padmanabhan is expected to serve on committees (specific assignments TBD) . Terex committees are Audit; Compensation & Human Capital (CHC); and Governance, Nominating & Corporate Responsibility (GNCR) .
- Board activity/attendance norms: The Board met nine times in 2024 and all directors in office during 2024 attended at least 75% of Board and committee meetings; all then-directors attended the 2024 annual meeting .
- Governance policies: Non-Executive Chair structure; regular executive sessions; Director independence affirmed annually; robust stock ownership guidelines; clawback policy (executives); no poison pill; prohibitions on pledging/hedging .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $270,000 (2025) | Payable in stock and/or cash; directors may elect stock, cash, deferral; if stock elected currently (no deferral), 40% of amount paid in cash to offset tax . Mr. Padmanabhan to receive “standard compensation” per program (prorated from Dec 1, 2025) . |
| Non-Executive Chairman retainer | $170,000 (2025) | Separate from committee retainers . |
| Committee chair retainers | Audit: $35,000; CHC: $35,000; GNCR: $25,000 (2025) | Chair receives chair retainer (no additional member retainer for same committee) . |
| Committee member retainers | $10,000 per committee (2025) | Paid in cash; may be deferred . |
| Meeting fees | None | Expectation to prepare/participate; no per-meeting fees . |
| Ownership guidelines (directors) | 3× annual retainer = $810,000 (2025) | Expected to reach within 4 years; invest at least half of annual retainer in stock until met . |
| Expense reimbursement | Travel, lodging, related expenses reimbursed | Standard practice disclosed . |
Performance Compensation
- Terex directors are compensated via retainers (cash/equity elections and deferrals); no performance-based metrics apply to director compensation. Equity for directors is part of the annual retainer program rather than performance-conditioned awards .
Other Directorships & Interlocks
| Company | Relationship to TEX | Interlock/Conflict Notes |
|---|---|---|
| Leggett & Platt Incorporated | Mr. Padmanabhan serves as a director | Terex disclosed no related-party transactions for his appointment; independence affirmed under NYSE rules and company guidelines . |
Expertise & Qualifications
- Deep global manufacturing and operations leadership (Cummins EVP & President – Operations; prior global segment leadership) .
- Technical credentials: PhD Mechanical Engineering (Iowa State); BS Mechanical Engineering (NIT Trichy); Harvard Business School AMP .
- Multinational experience and plant leadership across India, U.S., Mexico, and England .
- Board-level governance experience as current director at Leggett & Platt .
Equity Ownership
- Beneficial ownership at Terex: Not yet disclosed for Mr. Padmanabhan; he was not included in the beneficial ownership table as of February 28, 2025 (before his appointment) .
- Alignment mechanisms: Director ownership guideline of 3× annual retainer ($810,000 in 2025); equity election options for annual retainer; anti-hedging and anti-pledging policy applies to directors .
Governance Assessment
- Strengths for investor confidence:
- Independent director with no Item 404(a) related-party transactions identified at appointment .
- Adds scarce, high-caliber global operations expertise spanning supply chain and manufacturing, aligned with Terex’s industrial footprint .
- Director compensation structure emphasizes equity alignment and meaningful ownership guidelines (3× retainer), with prohibitions on hedging/pledging .
- Board demonstrates robust governance practices (non-exec chair; strong independence; executive sessions; active committees; oversight of ESG/cyber; related-party review) .
- Watch items / potential risks:
- Committee assignments and workload to be confirmed post-appointment; ensure deployment of his operations expertise to relevant committees (e.g., GNCR or CHC) .
- Monitor timely progress toward ownership guideline within the 4-year window .
- Continue surveillance for any evolving business ties with his external board (Leggett & Platt) that could require related-party scrutiny (none currently disclosed) .
- Say-on-pay context (signal on compensation governance): Recent support remains strong (approx. 94%+ for 10 years; over 97% in 2024), indicating positive shareholder sentiment toward compensation oversight and governance practices .
No RED FLAGS identified in filings: independence affirmed; no related-party transactions; anti-hedging/pledging in place; director compensation aligned with market and equity ownership expectations .
