Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As a step by Terex Corporation ("Terex" or the "Company") in its initiative to
reduce SG&A costs in a post-COVID world, the Company will be consolidating its
Corporate Financial Planning & Analysis and Accounting teams. In conjunction
with this consolidation, on September 1, 2020, Terex and Mark Clair agreed that
he will be retiring as the Company's Vice President, Controller and Chief
Accounting Officer effective November 1, 2020. Mr. Clair's departure from the
Company is not the result of any disagreement with the Company regarding its
operations, policies or practices.
Stephen Johnston, 41, will become the Company's Chief Accounting Officer
effective November 1, 2020. Mr. Johnston most recently served as Director,
External Reporting for the Company since May 2017. Prior to joining the Company,
Mr. Johnston worked in a variety of financial positions at Gen Re, a global
life/health and property/casualty reinsurer. Additionally, Mr. Johnston worked
for ten years at Deloitte LLP, including as a senior audit manager. Mr. Johnston
is a certified public accountant.
As a result of the change in responsibilities, Mr. Johnston's annual base salary
will be $250,000 and is subject to a 10% reduction in accordance with the
Company's previously announced COVID-19 cost reduction actions. Mr. Johnston's
annual base salary will be reviewed annually by the Company in accordance with
its normal review process, and he will be eligible for an incentive bonus with a
target set at 30% of his annual salary. Subject to Mr. Johnston's and the
Company's performance, it is also contemplated that Mr. Johnston will be
eligible to receive annual long-term incentive awards having a value of
approximately 55% of his annual base salary.
There is no arrangement or understanding between Mr. Johnston and any other
person pursuant to which Mr. Johnston will be serving as the Company's Chief
Accounting Officer. There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Johnston and any of the Company's directors or
executive officers. There are no transactions to which the Company is a party
and in which Mr. Johnston has a direct or indirect material interest that would
be required to be disclosed under Item 404(a) of Regulation S-K.
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