Terex Corp

This non-binding advisory proposal asks shareholders to approve the Company’s Named Executive Officers’ compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks approval to confirm that its pay practices—which emphasize performance-based annual and long-term incentives, a mix of time-based and performance-based equity awards, clawback provisions, stock ownership guidelines and other governance features—have stockholder support and to maintain alignment between pay and long-term stockholder value. The Board and its Compensation and Human Capital Committee highlight that a significant portion of executive pay is at-risk and tied to metrics such as Operating Profit, net working capital, ROIC and TSR, and that awards include minimum vesting and clawback provisions. The advisory vote is non-binding, but the Board intends to review and consider voting results when making future compensation decisions, reflecting ongoing shareholder engagement. Context includes recent business performance (2025 net sales, margins, integration of acquisitions and the REV merger) and the desire to retain and motivate executives through competitive equity-based programs. The proposal is routine for public companies under Dodd-Frank and provides investors an annual opportunity to express views on pay; the Company reports historically strong support for say-on-pay and conducts outreach with major holders. From a governance standpoint, the program includes independent committee oversight and use of an independent compensation consultant, with disclosure of peer group, metrics and payout outcomes. The Board recommends a FOR vote, arguing that the program effectively aligns pay with performance and supports attraction, retention and long-term value creation. Potential shareholder concerns could include dilution from equity plans, the magnitude of payouts to executives, and the interplay of sign-on and make-whole awards; management’s disclosures and clawback and ownership policies are intended to address those concerns.

This proposal requests shareholder approval of the Terex Corporation 2026 Omnibus Incentive Plan, a comprehensive equity and cash incentive plan authorizing the Committee to grant Options, SARs, RSAs, RSUs, other stock awards, cash awards and performance awards. Management is seeking approval to replenish and formalize the Company’s long-term incentive framework following recent acquisitions and organizational changes (including integration of the Environmental Solutions Group and the REV merger), enabling competitive pay practices to attract and retain executives and other key contributors. The plan sets an initial share reserve (a stated maximum of 3,200,000 Shares plus carryover from prior plans) and includes features intended to limit dilution and provide governance protections: annual participant limits, minimum vesting (12 months with limited exceptions), Committee administration, anti-dilution adjustments, and provisions for performance-based and cash awards. The Board’s rationale emphasizes alignment of management incentives with long-term stockholder value, ability to grant competitive awards in the market, and to use a mix of performance and time-based awards to drive retention and value creation. From a governance perspective the plan is administered by the Compensation and Human Capital Committee, which is composed of independent directors and advised by independent consultants; the plan also preserves shareholder approval requirements for certain amendments (and requires shareholder approval where stock exchange rules mandate). Key investor considerations include the size of the share reserve and carryover mechanics from the 2018 and REV plans (disclosed in the proxy), potential dilution over time, and the specific annual award caps and limits on awards to insiders and nonemployee directors. The proposal also discloses payout structures, minimum vesting, and clawback/recoupment mechanisms referenced elsewhere in the proxy, which mitigate some governance concerns. The Board recommends a FOR vote arguing the plan is necessary for competitive compensation design, retention, and to align pay with performance, while investors should weigh the share reserve/dilution impact against the benefits of incentivizing management to deliver sustainable returns.