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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