DEF 14A of Trinity Industries Inc, Apr 3, 2025

DEF 14A of Trinity Industries Inc

Filed Apr 3, 2025 · FY20240000099780-25-000030

Open on EDGAR

  1. Items of Business

    | | Page | | Nonqualified Deferred Compensation | 57 | | Deferred Compensation Discussion | 58 | | Potential Payments Upon Termination or Change in Control | 59 | | Director Compensation | 62 | | Director Compensation Discussion | 63 | | CEO Pay Ratio | 64 | | Pay vs. Performance | 66 | | Transactions with Related Persons | 72 | | Security Ownership | 73 | | Security Ownership of Certain Beneficial Owners and Management | 73 | | Additional Information | 75 | | Stockholder Proposals for the 2026 Proxy Statement | 75 | | Director Nominations or Other Business for Presentation at the 2026 Annual Meeting | 75 | | Report on Form 10-K | 75 | | Other Business | 76 | | Appendix - Reconciliations of Non-GAAP Measures | A-1 |

  2. Director Nominees

    Director Nominees The following table provides summary information about each nominee for director. Each director is elected annually by a majority of votes cast.

  3. Director Nominees

    | Nominee | Age | Director Since | Principal Occupation | Committees | | E. Jean Savage | 61 | 2018 | Chief Executive Officer and President, Trinity Industries, Inc. | None | | William P. Ainsworth | 68 | 2021 | Retired Group President of Energy and Transportation, Caterpillar, Inc. | Finance, Governance and HR | | Robert C. Biesterfeld Jr. | 49 | 2022 | Former Chief Executive Officer and President, C. H. Robinson Worldwide, Inc. | Finance and HR | | John J. Diez | 54 | 2018 | President and Chief Operating Officer, Ryder System, Inc. | Audit, Governance, and HR | | Leldon E. Echols | 69 | 2007 | Non-Executive Chairman, Trinity Industries, Inc. | Audit, Finance, Governance, and HR | | Veena M. Lakkundi | 56 | 2022 | President, Large-Scale Optical, Apogee Enterprises, Inc. | Audit and Governance | | S. Todd Maclin | 68 | 2020 | Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co. | Finance and HR | | Dunia A. Shive | 64 | 2014 | Former Chief Executive Officer and President, Belo Corp. | Audit, Governance, and Finance |

  4. Director Nominees

    | Trinity Industries, Inc. | 2 | 2025 Proxy Statement |

  5. Director Nominees

    | Proxy Statement Summary | TABLE OF CONTENTS |

  6. Diversity of Director Nominees

    Diversity of Director Nominees The following graphics and table provide information regarding the diversity of the members of the Board standing for election at the Annual Meeting.

  7. Diversity of Director Nominees

    | | Ethnicity/Race | | | Gender | | | Director | Caucasian/White | Hispanic/Latino | Other | Female | Male | | William P. Ainsworth | * | | | | * | | Robert C. Biesterfeld Jr. | * | | | | * | | John J. Diez | | * | | | * | | Leldon E. Echols | * | | | | * | | Veena M. Lakkundi | | | * | * | | | S. Todd Maclin | * | | | | * | | E. Jean Savage | * | | | * | | | Dunia A. Shive | | | * | * | |

  8. Diversity of Director Nominees

    | Trinity Industries, Inc. | 3 | 2025 Proxy Statement |

  9. Diversity of Director Nominees

    | | 14221 N. Dallas Parkway, Suite 1100 Dallas, Texas 75254 www.trin.net |

  10. Diversity of Director Nominees

    PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

  11. Nominees

    Nominees

  12. Nominees

    | Leldon E. Echols | MR. ECHOLS serves as non-executive Chairman of the Board and as a member of all Board committees. He served as Executive Vice President and Chief Financial Officer of Centex Corporation, a residential construction company, from 2000 to 2006, when he retired. Prior to joining Centex, he spent 22 years with Arthur Andersen LLP and served as Managing Partner, Audit Practice for the North Texas, Colorado, and Oklahoma Region from 1997 to 2000. Mr. Echols is a member of the American Institute of Certified Public Accountants and the Texas Society of CPAs (inactive). Mr. Echols has been engaged in private investments since 2006. He is a member of the board of directors of HF Sinclair Corporation, an independent energy company. He served as a member of the board of directors of HollyFrontier Corporation, an independent petroleum refiner, from 2009 until the establishment of HF Sinclair Corporation as its parent company in 2022. From 2014 to January 2025, he served on the board of directors EnLink Midstream Manager, LLC, a company that owns interests in EnLink Midstream, LLC, which is engaged in the gathering, transmission, treating, processing, and marketing of natural gas, natural gas liquids, and crude oil. | | Age: 69 Director Since: 2007 | | | | In addition to having gained substantial managerial experience as an executive officer of Centex, Mr. Echols possesses important skills and experience gained through his service in public accounting. His service on the boards of other significant companies provides the Board with additional perspective on the Company’s operations. |

  13. Nominees

    | Trinity Industries, Inc. | 18 | 2025 Proxy Statement |

  14. Nominees

    | Proposal 1 - Election of Directors | TABLE OF CONTENTS |

  15. Nominees

    | William P. Ainsworth | MR. AINSWORTH is Chair of the HR Committee, and a member of the Finance Committee and the Governance Committee. From 2019 until his retirement in 2020, Mr. Ainsworth served as Group President of the Energy & Transportation segment for Caterpillar, Inc. (“Caterpillar”), a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives. From 2017 until his appointment as Group President in 2019, Mr. Ainsworth was Senior Vice President and Strategic Advisor to Caterpillar’s executive committee and was responsible for Caterpillar’s Rail Division. From 1993 until 2019, he served as President and Chief Executive Officer of Progress Rail Services, an integrated and diversified supplier of railroad and transit products and services as well as railcar leasing. Progress Rail Services was acquired by Caterpillar in 2006, and Mr. Ainsworth was appointed a Vice President of Caterpillar at that time. | | | Mr. Ainsworth has extensive experience in the railcar industry, providing the Board with key skills relevant to the Company’s operations. In addition, he has extensive experience in managing a significant industrial enterprise. | | Age: 68 Director Since: 2021 | |

  16. Nominees

    | Robert C. Biesterfeld Jr. | MR. BIESTERFELD is a member of the Finance Committee and the HR Committee. From 2019 through 2022, he served as the President and Chief Executive Officer of C.H. Robinson Worldwide, Inc. (“C.H. Robinson”), a global logistics company. Prior to his most recent role at C.H. Robinson, he held the positions of Chief Operating Officer from 2018 to 2019, President of North American Surface Transportation from 2016 to 2018, Vice President of Truckload from 2014 to 2015, and Vice President of Temperature Controlled Transportation and Sourcing Services in 2013. He began his career with C.H. Robinson in 1999. Mr. Biesterfeld served as a member of the board of directors of C.H. Robinson from 2019 to 2022. He previously served as a trustee of the Winona State University Foundation. He served on the board of directors for the Transportation Intermediaries Association from 2015 to 2020. | | | Mr. Biesterfeld has broad experience in managing and leading a significant publicly-traded company. His experience in transportation and logistics provides the Board with key skills relevant to the Company’s operations. His service on the board of another significant public company provides the Board with additional perspective on the Company's operations. | | Age: 49 Director Since: 2022 | |

  17. Nominees

    | Trinity Industries, Inc. | 19 | 2025 Proxy Statement |

  18. Nominees

    | Proposal 1 - Election of Directors | TABLE OF CONTENTS |

  19. Nominees

    | John J. Diez | MR. DIEZ is Chair of the Governance Committee and a member of the Audit Committee and the HR Committee. Since January 2025, Mr. Diez has served as President and Chief Operating Officer of Ryder System, Inc. ("Ryder"), a commercial fleet management and supply chain solutions company. From 2021 to 2025, he served as Executive Vice President and Chief Financial Officer for Ryder. Mr. Diez also served as the President of Fleet Management Solutions and President of Dedicated Transportation Systems for Ryder. Mr. Diez joined Ryder in 2002 and held various other roles of increasing responsibility and seniority in finance and operations. Mr. Diez spent eight years in the audit practice of KPMG LLP prior to joining Ryder. He is a Certified Public Accountant in the state of Florida and a former member of the American Institute of CPAs. He also serves on the board of directors of the U.S. Chamber of Commerce. | | | Mr. Diez has extensive leadership experience and expertise in managing multinational industrial businesses. In addition, he possesses important skills and experience gained through his service as chief financial officer of a public company and in public accounting. His experience in equipment leasing, logistics, and supply chain matters provides the Board with key skills relevant to the Company’s operations. | | Age: 54 Director Since: 2018 | |

  20. Nominees

    | Trinity Industries, Inc. | 20 | 2025 Proxy Statement |

  21. Nominees

    | Proposal 1 - Election of Directors | TABLE OF CONTENTS |

  22. Nominees

    | Veena M. Lakkundi | MS. LAKKUNDI is a member of the Audit Committee and the Governance Committee. Since January 2025, she has served as Segment President, Large-Scale Optical of Apogee Enterprises, Inc., a provider of architectural products and services for enclosing buildings, and high-performance glass and acrylic products. From 2021 through 2024, she served as Senior Vice President, Strategy & Corporate Development, of Rockwell Automation, Inc., an industrial automation and digital transformation company (“Rockwell”). She joined Rockwell following a 28-year career with 3M Company, a consumer goods, health care, and worker safety company (“3M”). From 2020 to 2021, Ms. Lakkundi served as 3M’s Senior Vice President, Strategy & Business Development. From 2019 to 2020, she served as Global Vice President and General Manager, Industries Adhesives and Tapes Division. From 2017 to 2019, she served as Vice President, Chief Ethics & Compliance Officer. During her time with 3M, she held various other roles of increasing responsibility and seniority in profit and loss leadership, business development in emerging markets, and research and development. She previously served on the board of Claroty, which empowers organizations to secure cyber-physical systems across industrial (OT), healthcare (IoMT), and enterprise (IoT) environments: the Extended Internet of Things (XIoT). | | Age: 56 Director Since: 2022 | | | | Ms. Lakkundi has substantial experience managing industrial enterprises and in strategy and business development. In addition, her service as an ethics and compliance officer strengthens the Board's expertise in these areas. |

  23. Nominees

    | Trinity Industries, Inc. | 21 | 2025 Proxy Statement |

  24. Nominees

    | Proposal 1 - Election of Directors | TABLE OF CONTENTS |

  25. Nominees

    | S. Todd Maclin | MR. MACLIN is Chair of the Finance Committee and a member of the HR Committee. Mr. Maclin retired in 2016 from a 37-year career at JPMorgan Chase & Co. and its predecessor banks, where he rose to Chairman, Chase Commercial and Consumer Banking in 2013, and served on the company's operating committee. Prior to that, he held a variety of leadership roles, including Regional Executive for Texas and the Southwest U.S., and Global Executive for Energy Investment Banking. Mr. Maclin serves as a director of The University of Texas Development Board, as a member of the advisory council for McCombs Graduate School of Business, and has served on the The University of Texas Chancellor's Council executive committee, the UT Southwestern Health System board of visitors, the UT Southwestern O'Donnell Brain Institute steering committee, and the board of the Southwestern Medical Foundation. Mr. Maclin serves on the board of directors of Kimberly-Clark Corporation, a global manufacturer of branded tissue and personal care products. He also serves on the board of directors of Hunt Consolidated, Inc., a company involved in oil and gas exploration and production, refining, liquified natural gas, power, real estate, investments, ranching, and infrastructure; is a member of the board of directors of Arvest Bank Group; is a board advisor for Cyber Defense Labs; and is a member of the Children's Health System of Texas. | | Age: 68 Director Since: 2020 | | | | Mr. Maclin has substantial experience as a senior executive in the banking industry, which provides the Board with financial transaction expertise. His service on the boards of other significant companies provides the Board with additional perspective on the Company's operations. |

  26. Nominees

    | Trinity Industries, Inc. | 22 | 2025 Proxy Statement |

  27. Nominees

    | Proposal 1 - Election of Directors | TABLE OF CONTENTS |

  28. Nominees

    | E. Jean Savage | MS. SAVAGE has served as Chief Executive Officer and President of the Company since 2020. From 2017 until her retirement in 2020, Ms. Savage served as Vice President of Caterpillar, where she had responsibility for the Surface Mining & Technology Division. From 2014 to 2017, she was Chief Technology Officer and Vice President of Caterpillar’s Innovation and Technology Development Division. From 2009 to 2014, she served as Senior Vice President and Chief Operating Officer of the Locomotive and Railcar Services business unit for Caterpillar subsidiary Progress Rail Services. Ms. Savage joined Progress Rail Services in 2002 as Vice President for Quality and Continuous Improvement. She also served as Vice President of Progress Rail’s Freight Car Repair, Parts and Quality Divisions. Prior to joining Progress Rail, she worked in a variety of manufacturing and engineering positions in her 14 years at Parker-Hannifin Corporation ("Parker-Hannifin"), a leader in motion and control technologies and systems. Ms. Savage is a member of the board of trustees of the Manufacturers Alliance for Productivity and Innovation and a member of the board of directors of the National Association of Manufacturers. Ms. Savage also served for nine years in the U.S. Army Reserves as a military intelligence officer. Ms. Savage is a member of the board of directors of Parker-Hannfin, where she serves on the audit committee. From 2022 to 2024, she served on the board of directors of WestRock Company, a provider of differentiated paper and packaging solutions. She is also a member of the board of directors of the Dallas Regional United Way. Ms. Savage was named 2022 Railway Woman of the Year by the League of Railway Women. | | Age: 61 Director Since: 2018 | | | | During her tenure with the Company, Ms. Savage has provided excellent leadership, exhibiting sound judgment and business acumen. With her experience in leading and transforming significant industrial enterprises during her time at Caterpillar, including optimizing business operations and corporate infrastructure, Ms. Savage brings substantial expertise to the Company. In addition, her experience in the railcar industry, as well as her knowledge of the complex public company reporting requirements to consolidate an operating company and a financial company, provide the Board with key skills relevant to the Company’s operations. |

  29. Nominees

    | Trinity Industries, Inc. | 23 | 2025 Proxy Statement |

  30. Nominees

    | Proposal 1 - Election of Directors | TABLE OF CONTENTS |

  31. Nominees

    | Dunia A. Shive | MS. SHIVE is Chair of the Audit Committee and a member of the Governance Committee and the Finance Committee. From 2008 to 2013, she served as Chief Executive Officer and President of Belo Corp., a media company that owned several television stations, until its acquisition by Gannett Co., Inc. After the acquisition, Ms. Shive served as Senior Vice President of TEGNA Inc., formerly Gannett Co., Inc., a publishing, broadcast and digital media company, until her retirement in 2017. She joined Belo Corp. in 1993 and served in a variety of leadership positions during her tenure, including Chief Financial Officer. Ms. Shive is a member of the board of directors of Kimberly-Clark Corporation, a global manufacturer of branded tissue and personal care products, where she serves as Chair of the audit committee. Ms. Shive is also a member of the board of directors of Main Street Capital Corporation, a principal investment firm that provides long-term debt and equity capital to lower middle market companies and debt capital to middle market companies, and DallasNews Corporation, a local news and information publishing company in Texas. From 2014 to 2018, Ms. Shive was a director of Dr Pepper Snapple Group, Inc. From 2009 to 2015, she served on the board of directors of the Associated Press, where she served as Chair of the audit committee from 2011 to 2015. From 2008 to 2013, she served on the board of directors of Belo Corp. | | Age: 64 Director Since: 2014 | | | | Ms. Shive has broad experience in managing and leading a significant publicly-traded company. In addition, she possesses important skills and experience gained through her position as a chief financial officer and service in public accounting prior to joining Belo Corp. Her service on the boards of other significant companies provides the Board with additional perspective on the Company’s operations. |

  32. Nominees

    The Board of Directors recommends that you vote "FOR" all of the nominees.

  33. Nominees

    | Trinity Industries, Inc. | 24 | 2025 Proxy Statement |

  34. Nominees

    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

  35. Nominees

    | The Company seeks approval from its stockholders, on an advisory basis, of the compensation of its named executive officers as described in this proxy statement. The Company owns market-leading businesses that provide railcar products and services in North America. The Company's purpose is to "Deliver Goods for the Good of All." It strives to fulfill this purpose while generating high quality earnings and returns for stockholders. The Company’s compensation program plays a significant role in its ability to attract, motivate, and retain a high quality workforce. At the Company’s 2024 Annual Meeting, the Company held a stockholder advisory vote on the compensation of its named executive officers as described in the 2024 proxy statement, commonly referred to as a say-on-pay vote. The stockholders approved the named executive officers’ compensation, with approximately 97.8% of the stockholders present and entitled to vote at the meeting voting in favor of the say-on-pay resolution. This proposal provides stockholders the opportunity to approve or not approve the Company’s executive compensation program through the following resolution: “Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby approved.” Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the HR Committee will take into account the outcome of the vote when considering future executive compensation arrangements. After the 2025 Annual Meeting, the next advisory vote to approve the compensation of the named executive officers will occur at the 2026 Annual Meeting of Stockholders unless the Board modifies its policy on the frequency of holding such advisory votes. | | | | THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM (i)encourages high levels of performance and accountability; (ii)aligns the interests of executives with those of stockholders; (iii)links compensation to business objectives and strategies; and (iv)takes into account, as appropriate, the cyclical nature of the Company’s business. | | The Board of Directors recommends that you vote "FOR" approval of this resolution. | |

  36. Nominees

    | Trinity Industries, Inc. | 25 | 2025 Proxy Statement |

  37. Nominees

    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. Although stockholder ratification of the appointment of Ernst & Young is not required, the Board believes submitting the appointment to stockholders for ratification is a matter of good corporate governance. The Company has been advised by Ernst & Young that the firm has no relationship with the Company or its subsidiaries other than that arising from the firm’s engagement as auditors, tax advisers, and consultants. Ernst & Young, or a predecessor of that firm, has been the auditor of the accounts of the Company each year since 1958. The Company has also been advised that Ernst & Young will be represented at the Annual Meeting, where they will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

  38. Compensation Discussion and Analysis

    | What We Do | | Pay for performance philosophy | | | | Objective financial performance measures directly relate to and support the annual and long-term incentive programs | | | | Annual and long-term incentive programs utilize different performance metrics, both relative and absolute were 100% and 60% performance-based, respectively, with no guarantees for payment of the performance-based components | | | | Payments under long-term incentive grants based on rTSR are capped at 100% of target if rTSR is negative over the performance period | | | | Double trigger provision for cash severance and equity issued after 2018 in the Company’s change in control agreements | | | | Stock ownership requirements ranging from three to six times base salary | | | | Clawback policy that requires recoupment of payouts under annual and long-term incentive plans, subject to certain criteria and exceptions | | What We Don't Do | X | No dividend or dividend equivalent payments are made on unvested performance units or unvested restricted stock units(1) | | | X | No hedging or pledging of Company securities | | | X | No agreements containing excise tax gross ups | | | X | No executive employment agreements | | | X | No repricing or cash buyouts of underwater stock options | | | X | No replacement of underwater stock options with other awards |

  39. Compensation Discussion and Analysis

    (1)Dividend equivalents on unvested restricted stock units issued to employees, including the named executive officers, are accrued and paid upon vesting. Role of Stockholder Say-On-Pay Votes In May 2024, the Company held a stockholder advisory vote on the compensation of its named executive officers as described in the 2024 proxy statement, commonly referred to as a say-on-pay vote. The named executive officers’ compensation was approved, with approximately 97.8% of the stockholders present and entitled to vote voting in favor of the 2024 say-on-pay resolution. The Company typically engages in multiple industry/investor conferences each calendar quarter, in addition to handling routine investor calls and questions. Also, after the

  40. Compensation Discussion and Analysis

    Company releases earnings each quarter, the Company holds a conference call with investors in which the CEO and CFO make presentations and answer questions. Based on the Company's 2024 stockholder engagement efforts, stockholders voiced no concerns regarding named executive officer compensation. As the Company evaluated its compensation practices and talent needs throughout 2024, it continued to apply its strong pay for performance compensation philosophy, in keeping with the stockholders' strong support of the Company’s compensation programs. Following its annual review of executive compensation, the HR Committee decided to continue utilizing annual and long-term incentive compensation that rewards senior executives for delivering value for stockholders throughout the Company’s business cycle. Compensation Overview The HR Committee sets each named executive officer’s compensation based on the overall objectives of the Company’s executive compensation program and the following additional factors: •the breadth, complexity, and scope of each executive’s responsibilities within the Company; •the executive’s performance in providing leadership support of operational and financial flexibility that directs resources to railcar leasing and services, maintaining and manufacturing products in greatest demand, and capitalizing on investment opportunities; •past performance through changing economic cycles and business climates with respect to specific financial, strategic, and operating objectives; and •compensation benchmark data from peer group companies (the “Peer Survey Data”) against which executive compensation is compared. Pay for Performance Philosophy The Company’s executive compensation philosophy is pay for performance, which emphasizes "at risk" compensation that is earned upon achievement of performance-based goals and significantly influenced by share performance. As illustrated in Table 1 below, target "at risk" compensation, which includes both annual and long-term incentive compensation, comprised 84% of our CEO's total target compensation and 67%, on average, of our other named executive officers' total target compensation. To remain aligned with market practices while still rewarding executives based upon strong financial performance measured by rTSR and return on equity, the Company issued 60% of the long-term incentive ("LTI") awards as performance units, and the remaining 40% as time-based restricted stock units. The HR Committee believes that by having a significant amount of an executive’s compensation based on performance, and therefore at risk of non-payment, the executive will be properly motivated to bring added value to the Company and stockholders. The Company’s executive compensation program is also designed to provide significant upside opportunity for exceptional performance, above-market compensation for above-market performance and, conversely, reduced compensation when Company performance is lower than expected.

  41. Compensation Discussion and Analysis

    | CEO Target Compensation | Other NEOs - Target Compensation | | | | | ■ Base Salary ■ Annual Incentive ■ Long-Term Incentive Performance-Based | | | ■ Long-Term Incentive Time-Based ■ At-Risk | |

  42. Compensation Discussion and Analysis

    | 2024 Executive Compensation Program Objectives | 2024 Executive Compensation Program Design | | Provide an incentive for long-term value creation for stockholders | Use equity-based awards and executive stock ownership requirements to align with stockholder interests | | Encourage the highest level of performance and accountability for optimizing and growing the platform for the Company's overall success | Provide compensation opportunity commensurate with Company performance and annual and long-term incentives that are linked to stockholder interests | | Align compensation with annual and long-term business objectives, strategies, and financial targets | Provide a reasonable proportion of "at risk" compensation (approximately 84% "at risk" for the CEO; approximately 67% "at risk" on average for the other named executive officers) | | Motivate senior executives to successfully guide the Company through changing economic cycles and business climates | Provide a reasonable balance between annual and long-term compensation (approximately 35% annual, 65% long-term for the CEO; approximately 55% annual, 45% long-term on average for the other named executive officers) | | Attract, motivate and retain the key executives needed to enhance the performance and profitability of the Company throughout its business cycles and meet the Company's objective for collaboration and innovation among its senior executives | Maintain competitive pay levels based on the Peer Survey Data and peer group proxy disclosure data (targeted range for total target compensation is generally within 15% above or below the 50th percentile of the Peer Survey Data) | | Encourage executives to enhance the Company’s position as an industry-leading integrated railcar leasing, manufacturing, and services business | Provide compensation levels aligned with performance and that address both industry competitiveness as well as recruiting/retention competitiveness |

  43. Compensation Discussion and Analysis

    Benchmarking and Peer Survey Data for 2024 Compensation The HR Committee retains the Compensation Consultant to provide the HR Committee with guidance on executive compensation-related matters and to perform a total compensation benchmarking study at least annually. In setting 2024 compensation, this benchmarking information included data from each company named in the peer group shown in Table 3. The HR Committee considered the data provided by the Compensation Consultant when developing 2024 base salaries, annual incentive compensation, long-term incentive compensation, and total target compensation for the Company’s named executive officers. The HR Committee performs an annual review to determine whether peer companies remain appropriate. For the November 2023 compensation study to establish 2024 compensation, the peer companies shown in Table 3 below were unchanged from the group used to establish 2023 compensation, with the exception of Meritor, Inc. which

  44. Compensation Discussion and Analysis

    was acquired by Cummins, Inc. in 2023. These companies had median 2022 fiscal year revenue of $2.7 billion and market capitalization of $3.8 billion. The peer group shown in Table 3 below is comprised of industrial companies with similar size (measured by revenue and market capitalization), span of operation, and business complexity, that the Company could potentially compete with for executive talent. Table 3: Compensation Benchmarking Peer Group Companies Used for 2024

  45. Compensation Discussion and Analysis

    The HR Committee believes that (i) the threshold performance level should be set such that a participant will not earn incentive compensation until a significant portion of target performance is attained; (ii) the target performance level should represent a considerable but reasonable level of performance; and (iii) the maximum performance level should represent an aggressive level of performance that will be difficult to achieve. The amount of incentive compensation earned is linearly interpolated for Company performance falling between the specified performance levels. Once the HR Committee has established performance levels for incentive compensation, it receives regular updates throughout the year regarding the Company’s progress with respect to the performance levels and potential payouts under the incentive compensation programs. The HR Committee also continually assesses whether it believes the programs are producing the desired results. At the end of each year, the HR Committee reviews the results of the programs and further assesses the effectiveness of the programs over the preceding year. This review forms the foundation for the incentive compensation programs for the coming year. Annual Incentive Compensation The HR Committee may adjust, from year to year, the performance metrics, performance levels, or other elements of the annual incentive compensation program (referred to as “AIP”) with the objective of assuring management’s focus on appropriate performance metrics. The HR Committee also may choose to: (i) modify or discontinue the AIP at any time, overall or as to any one or more named executive officers, including non-payment; (ii) modify or remove a named executive officer’s AIP target if his or her responsibilities change significantly or on a discretionary basis for failing to meet job performance expectations; or (iii) subject to certain exceptions, recoup all or any portion of annual incentive compensation under circumstances where the Company restates its financial statements. The HR Committee may remove any unusual, infrequently occurring, or non-recurring items of income or expense from the calculation of financial goal attainment and incentive compensation. 2024 Annual Incentive Target Compensation Opportunities In recognition of the individual performance of each named executive officer, recognizing the importance of retaining and motivating key executives, and after reviewing Peer Survey Data, the HR Committee approved the 2024 annual incentive compensation targets. The HR Committee approved 2024 AIP targets as follows:

  46. Compensation Discussion and Analysis

    | Named Executive Officer | 2024 Annual Incentive Target ($) | | E. Jean Savage | 1,100,000 | | Eric R. Marchetto | 470,000 | | Gregory B. Mitchell | 360,000 | | Kevin Poet | 360,000 | | Scott M. Ewing | 250,000 |

  47. Compensation Discussion and Analysis

    Ms. Savage’s potential annual incentive compensation was greater than the other named executive officers since she had ultimate responsibility for the overall success of the Company. To moderate the impact of base salary adjustments on other components of compensation, and to facilitate comparisons to market data, a specified dollar amount was used for annual incentive compensation targets rather than a percentage of base salary. 2024 Annual Incentive Compensation Performance Payout Levels In performing its annual review of the Company’s incentive compensation programs, the HR Committee determined that applying Company-wide goals has been highly effective in achieving a desired level of accountability for the success of the Company as a whole. The HR Committee believed that emphasizing both profit before tax ("PBT") growth and cash from operations was important as the Company continued to seek operational efficiencies and cost reductions. •PBT Financial Metric: PBT is the primary financial metric for 2024 and is weighted 65% of a named executive officer's target AIP. The threshold performance level of PBT is intended to motivate participants to achieve a significant percentage of target. The threshold performance level of PBT was set at 65% of the PBT target performance level. By attaining the threshold PBT performance level, participants would earn 25% of the PBT portion of their annual incentive compensation target. The target PBT performance level was increased from the performance level achieved in 2023 as a result of the improving demand for rail products and services. The maximum performance payout level of PBT was set at 120% of the target PBT performance level and would be achieved only if extraordinary results were achieved in 2024. Table 5 below provides the threshold, target, and maximum PBT performance levels for the 2024 AIP. Table 5 also shows the potential payout opportunities as a percent of the annual incentive compensation target for the named executive officers. •Cash From Operations Financial Metric: Cash from Operations was the second financial metric in 2024 and was weighted 15% of a named executive officer's target AIP. This metric is well-aligned with the Company's cash flow goals and the key performance indicators shared with investors. The threshold performance level of Cash from Operations was set at 65% of target performance level. By attaining the threshold performance level, participants would earn 25% of the Cash from Operations portion of their annual incentive compensation target. The target Cash from Operations performance level was set above the actual performance level achieved in 2023. The maximum performance payout level was set at 130% of the target Cash from Operations performance level and would be achieved only if extraordinary results were achieved in 2024. Table 5 below provides the threshold, target, and maximum Cash from Operations performance levels for the 2024 AIP. Table 5 also shows the potential payout opportunities as a percent of the annual incentive compensation target for the named executive officers. •Operating Plan Scorecard Component: The Operating Plan Priorities Scorecard (the "Scorecard") was the third metric, and was weighted 20% of the 2024 target AIP. Performance for this metric was based on an evaluation of the success in achieving the Scorecard goals. The Scorecard included key metrics associated with: (i) financial optimization of the balance sheet and lease fleet investments, (ii) efficiency metrics associated with lease fleet management and manufacturing operations, (iii) the growth of new products and services, and (iv) a focus on safety, diversity, and employee engagement. The AIP program allowed for payout differentiation among departments and individuals, to reflect actual performance, and increase a sense of ownership and accountability of the Scorecard metrics. This was achieved

  48. Compensation Discussion and Analysis

    by permitting the CEO to differentiate the performance result of the Scorecard metric among the Company departments based on their performance, and managers were then able to differentiate based on individual performance. The aggregate amount of AIP payable based on the overall Scorecard metric could not be increased as a result of the performance differentiation. See the “Grants of Plan-Based Awards Table” for more information on possible AIP payments to the named executive officers. Table 5: 2024 Annual Incentive Performance Levels and Payout Opportunities ($ in millions)

  49. Compensation Discussion and Analysis

    | | Threshold | Target | Maximum | 2024 Actual | | 65% - Profit Before Tax ($M) | $121 | $187 | $224 | $222 | | Named executive officer PBT AIP payout opportunity as a percentage of target | 25% | 100% | 200% | 196% | | 15% - Cash From Operations ($M) | $247 | $380 | $494 | $588 | | Named executive officer Cash From Operations payout opportunity as a percentage of target | 25% | 100% | 200% | 200.0% | | 20% - Success in achieving goals of 2024 Operating Plan Priorities Scorecard | N/A | 100% | 200% | 125% | | 2024 actual payout level as a percent of annual incentive target | | | | 182.4% |

  50. Compensation Discussion and Analysis

    The Company achieved PBT of $222.3 million, which fell between the target and maximum levels. The Company exceeded the maximum level of Cash From Operations, achieving $588.1 million. The HR Committee adjusted PBT by an aggregate of $0.4 million to remove the impact of restructuring activities, gains on insurance recoveries associated with fire damage at the Company's facility in Cartersville, Georgia, and interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. The HR Committee did not make any adjustments in the Cash From Operations performance result. The HR Committee evaluated the overall performance on the Scorecard goals and awarded 125%-of-target achievement. The independent members of the Board evaluated the CEO's performance for the Scorecard and also awarded 125% of target. Actual AIP payouts for the named executive officers are set forth below. The HR Committee believed that the 2024 AIP performed as designed.

  51. Compensation Discussion and Analysis

    | Named Executive | 2024 AIP Payout as a % of Target (%) | 2024 AIP Payout ($) | | E. Jean Savage | 182.4 | 2,006,400 | | Eric R. Marchetto | 182.4 | 857,280 | | Gregory B. Mitchell | 182.4 | 656,640 | | Kevin Poet | 182.4 | 656,640 | | Scott M. Ewing | 182.4 | 456,000 |

  52. Compensation Discussion and Analysis

    Long-Term Incentive Compensation Long-term incentive compensation is a key part of the total target compensation for executives and is provided through the stockholder-approved Fifth Amended and Restated Trinity Industries, Inc. Stock Option and Incentive Plan (the “Stock Plan”). The overarching purpose of LTI is to align executives’ interests with those of the Company’s stockholders and motivate executives to create long-term stockholder value by improving the Company’s earnings and returns through a variety of strategic and operational initiatives. For 2024, the HR Committee established a target level of LTI (the “target LTI”) for each of the named executive officers. The target LTI for each named executive officer was set as a specified dollar amount. Each target LTI grant was calculated by dividing the target LTI dollar amount by the closing stock price on the date of grant. A named executive officer’s target LTI grant can be composed of multiple types of long-term incentives. The 2024 target LTI grants made to the named executive officers were comprised of 60% performance-based restricted stock units (“Performance Units”) for the 2024-2026 performance period, and 40% time-based restricted stock units. The purpose of Performance Units is to help hold named executive officers accountable for the performance of the Company as a whole. As shown in Table 6 below, the Company’s use of 60% Performance Units in 2024 compares favorably to the performance-based LTI opportunity made by the 2024 compensation benchmarking peer group, and is consistent with the 2023 design. Table 6: Average Weighting of LTI Awards 2024 Long-Term Incentive Compensation Opportunity LTI grant date opportunities were established taking into consideration the executive's performance and Peer Survey Data to ensure the executive's target total compensation was aligned with the executive compensation program objectives.

  53. Compensation Discussion and Analysis

    | Named Executive | 2024 Target LTI Opportunity ($) | | E. Jean Savage | 3,880,000 | | Eric R. Marchetto | 1,050,000 | | Gregory B. Mitchell | 720,000 | | Kevin Poet | 720,000 | | Scott M. Ewing | 450,000 |

  54. Compensation Discussion and Analysis

    | Performance Unit Component | Performance Period | Threshold | Target | Maximum | | Relative Total Stockholder Return | 2021-2023 2022-2024 2023-2025 2024-2026 | 25th | 50th | 75th | | Return on Equity (ROE) | 2021-2023 2022-2024 2023-2025 | 9% | 12.5% | 14.5% | | Return on Equity (ROE) | 2024-2026 | 10% | 12.5% | 15.0% |

  55. Compensation Discussion and Analysis

    Performance Unit Program Grants in 2024 At the end of the 2024-2026 performance period, for both three-year rTSR and three-year average ROE components combined, the named executive officers can earn from 30% of the target grant at the threshold performance level up to 200% at the maximum performance level. If the Company achieves target rTSR and target ROE, the named executive officers will retain 100% of their grant. The named executive officers will retain 0% of the target grant if the Company does not achieve the threshold performance levels. For Company performance falling between the performance levels, the amount of the grant awarded is linearly interpolated. See the “Grants of Plan-Based Awards Table” for the specific number of Performance Units granted to each named executive officer in 2024 under the Performance Unit program. The rTSR portion of the 2024 Performance Unit payout is capped at 100% of target if the three-year annualized rTSR is negative over the performance period. Time-Based Restricted Stock Unit Grants in 2024 In 2024, the named executive officers were granted 40% of their respective target LTI as time-based restricted stock units. Time-based restricted stock units are considered "at risk" because the units' ultimate value is based on share performance. These grants reflect the HR Committee’s desire for long-term retention of the key executives. These time-based restricted stock units are expected to vest ratably in May 2025, May 2026, and May 2027 if the named executive officer remains an employee with the Company on such dates or if a named executive officer retires at least six months after grant date and attains age sixty and ten years of service. These units are non-voting and do not receive dividends during the vesting period. Accrued dividends are subject to the same vesting conditions as the underlying restricted stock units. 2021-2023 Performance Unit Performance Performance levels for the 2021-2023 Performance Unit grants were weighted equally among rTSR relative to the S&P MidCap 400, and the three-year average annual ROE for the 2021-2023 performance period as shown in Table 7 above. Participants had an opportunity to earn from 30% of the target grant by attaining threshold performance to 200% of the target grant by attaining maximum performance. Performance for the 2021-2023 performance period for rTSR was 90.8% of target based on attaining the 47th percentile as compared to the S&P MidCap 400 companies' performance during the same period. The ROE performance for the three-year performance period was above target at 13.9%, and thus attained 170% of target.

  56. Compensation Discussion and Analysis

    2022-2024 Performance Unit Performance Performance levels for the 2022-2024 Performance Unit grants were weighted equally among rTSR relative to the S&P MidCap 400, and the three-year average annual ROE for the 2022-2024 performance period as shown in Table 7 above. Participants had an opportunity to earn from 30% of the target grant by attaining threshold performance to 200% of the target grant by attaining maximum performance. Performance for the 2022-2024 performance period for rTSR was 182% of target based on attaining the 70th percentile as compared to the S&P MidCap 400 companies' performance during the same period. The ROE performance for the three-year performance period was above target at 14.4%, and thus attained 196.8% of target. Limited Perquisites The Company provides named executive officers with a limited number of perquisites the HR Committee believes are reasonable and consistent with the overall compensation program and those commonly provided in the marketplace. These perquisites include annual physical examinations, financial planning services, and limited personal use of Company entertainment tickets when they become available because no business use has been arranged. Post-employment Benefits The Company’s retirement, savings, and transition compensation plans are designed to assist executives in the transition from active employment. The HR Committee believes these plans assist in recruiting and retaining senior executives and facilitate employment transition. Each of the plans is discussed in the “Compensation of Executives” section of this proxy statement. The Company’s retirement, savings, and transition compensation plans for the named executive officers consist of the following: •Trinity Industries, Inc. 401(k) Plan (the “401(k) Plan”) - a voluntary, tax qualified, defined contribution plan that covers most of our U.S. employees, including the named executive officers, and includes a Company match for a portion of each employee’s contribution. The 401(k) Plan permits employees to elect to set aside a portion of their compensation (subject to the maximum limit on the amount of compensation permitted by the Internal Revenue Code of 1986, as amended (the "Code"), to be deferred for this purpose) in a tax exempt trust maintained pursuant to a retirement plan qualified under Code Section 401(a). The 401(k) Plan is a “safe-harbor” plan with eligible participants receiving company matching contributions of 100% of a participant’s deferred compensation not to exceed 6% of the employee’s compensation (subject to the maximum limit permitted by the Code). •Trinity Industries, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) - a supplemental deferred compensation plan that includes certain employer contribution provisions for highly compensated employees, including the named executive officers, that allows them to defer a portion of their base pay and annual incentive and includes a Company match for a portion of their contribution. •Transition Compensation Plan (the "Transition Compensation Plan") - an unfunded long-term plan whereby an amount equal to 10% of salary and annual incentive compensation was set aside in an account on the books of the Company. The account is credited monthly with an interest rate equivalent as determined annually by the HR Committee (9.50% for 2024). The account is payable to the participant in a lump sum or annual installments from one to 20 years, subject to compliance with the conditions set forth in “Nonqualified Deferred Compensation Discussion.” Effective in May 2020, the Transition Compensation Plan was frozen to new participants and the annual 10% contribution of salary and annual incentive

  57. Compensation Discussion and Analysis

    compensation ceased. Mr. Marchetto is the only current named executive officer who participates in the Transition Compensation Plan. Change in Control Agreements The Board has determined it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company’s management to the interests of stockholders without distraction in potential circumstances arising from the possibility of a change in control of the Company. Accordingly, the Company has a change in control agreement with each of the named executive officers. The original agreements had three-year terms and may be extended. The agreements provide for payment to the named executive officers of a lump sum equal to two times (three times for Ms. Savage) the executive’s base salary plus the target annual bonus in effect upon the change of control, or if higher, at the time of termination. The severance benefits provided by the change in control agreements also include, for 24 months after termination, continuation of all medical, dental, vision, health, and life insurance benefits being provided to the named executive officer at the time of termination of employment and a lump sum equivalent to the amount of income tax payable due to the continuation of insurance benefits. The change in control agreements contain a “double trigger” provision that requires both a change in control of the Company and a qualifying termination of the named executive officer’s employment before cash compensation will be paid under the agreement. A qualifying termination of employment must be in connection with a change in control or within two years following a change in control where the named executive officer is terminated without “cause” or the named executive officer terminates his or her employment for “good reason” (a “Qualifying Termination”). In addition, the agreements contain a non-compete provision to protect the Company’s business goodwill. Further, the named executive officer is required to execute a release of claims against the Company to receive compensation under the agreement. The change in control agreements provide for the single trigger of a change in control for vesting of equity awards granted prior to January 1, 2019 and provide for the Qualifying Termination double-trigger for vesting of equity awards granted on or after January 1, 2019. Retirement and deferred compensation benefits under the Company’s non-qualified retirement and deferred compensation plans vest upon the Qualifying Termination double trigger. The change in control agreements do not include excise tax gross ups. Instead, if any payment to which the named executive officer is entitled would be subject to the excise tax imposed by Section 4999 of the Code, then the named executive officer shall be solely responsible for the payment of all income and excise taxes due from the named executive officer and attributable to such payment, with no right of additional payment from the Company as reimbursement for any excise taxes. The Company considers the compensation payable under the agreements upon specified events of termination following a change in control to be appropriate in light of the businesses in which it is engaged, the limited number of companies in many of those businesses, and the uncertain length of time necessary to find new employment. The level of payments and benefits provided under the change in control agreements is considered appropriate. These benefits are recognized as part of the total compensation package and are reviewed periodically, but are not specifically considered by the HR Committee when making changes in base salary, annual incentive compensation, or long-term incentive compensation. The change in control severance benefits are discussed in the Compensation of Executives section under “Potential Payments Upon Termination or Change in Control.” The Company does not have severance agreements with named executive officers other than the change in control agreements.

  58. Compensation Discussion and Analysis

    Health and Welfare Benefits The Company-supported medical plan; life insurance; short-term and long-term disability plan; employee-paid dental, vision, critical illness insurance; and supplemental life insurance are substantially similar for the named executive officers as for all other full-time employees. The Company does not provide health benefits to retirees. Compensation-Related Policies and Positions Internal Equity Regarding CEO Compensation The HR Committee follows the same processes and methods disclosed herein to establish the compensation for all other named executive officers as it does in recommending to the independent directors the compensation package for the CEO. As noted previously, the CEO is compared to other executives in comparable positions in the Peer Survey Data. Since the CEO of the Company has a unique and greater set of responsibilities as compared to the other named executive officers, including ultimate responsibility for the overall success of the Company, the Board does not consider the CEO’s compensation to be comparable to the compensation of the other named executive officers. Recoupment on Restatement Consistent with applicable rules of the NYSE, the HR Committee has adopted a Company policy that, subject to certain exceptions and criteria, requires the recoupment of incentive-based compensation from executive officers if the financial statements on which such compensation was based are subsequently required to be restated due to material noncompliance with any financial reporting requirement under the securities laws. The Company also maintains an additional compensation recoupment policy that covers a broader group of employees. This additional policy allows payouts to be recouped under annual and/or long-term incentive plans if the financial statements on which they are based are subsequently required to be restated as a result of errors, omissions, fraud, or other misconduct. This additional policy provides discretion to the HR Committee to make such determinations while providing a framework to guide its decisions. Stock Ownership Requirements; Anti-Hedging/Anti-Pledging Policy The Company's stock ownership requirements require the CEO to maintain ownership of Company Common Stock valued at six times base salary, the other named executive officers at three times base salary, and the Board at five times annual cash retainer. Stock ownership is defined as (i) stock owned without restrictions; (ii) shares or units granted on which restrictions remain, including restricted shares that vest at retirement; (iii) shares or share equivalents held in a qualified or non-qualified profit sharing plan; and (iv) equivalent shares determined from vested, in-the-money stock options. Unvested performance units or performance shares do not count toward compliance with the ownership requirements. Individuals subject to the stock ownership requirements have five years to achieve compliance with the ownership requirements, subject to extensions in limited circumstances. Prior to achieving compliance by the applicable compliance date, the named executive officers may sell up to 50% of shares received from each award that vests after becoming subject to stock ownership requirements. The named executive officers and the directors are all in compliance with the Company’s stock ownership requirements or are within the time period allowed to achieve compliance. The Company has also adopted a policy prohibiting officers, directors, such additional persons as may be recommended by the Company’s Disclosure Committee and approved by the CEO and CFO, and their respective related persons from (i) selling Company securities short, (ii) pledging or hypothecating any Company securities (e.g., using such securities for margin loans or to collateralize other indebtedness), or (iii) engaging in derivative

  59. Compensation Discussion and Analysis

    transactions, including without limitation hedging, puts, and calls, involving Company securities. Other than with regard to the specified persons above, the Company does not have a policy regarding the ability of its employees to hedge or pledge Company securities, including with respect to the types of transactions identified in Item 407(i)(1) of Regulation S-K. Timing of Equity Grants and Disclosures Equity awards are generally granted to the named executive officers on the first business day of the year and shortly after annual meetings of stockholders. In certain circumstances, including the hiring or promotion of an officer, grants may be made at other times. The Company last granted stock options in 2020, and has no stock appreciation rights or similar instruments outstanding. The HR Committee does not take material non-public information into account when determining the timing and terms of equity awards. The Company does not time disclosure of material non-public information for the purpose of affecting the value of executive compensation. Conclusion The HR Committee believes the executive compensation program provides appropriate incentives for each named executive officer to strive for the Company’s achievement of exceptional operating results and concurrent preservation of, and improvements to, the Company’s financial condition, thereby clearly aligning each executive’s potential compensation with the long-term interests of stockholders. In summary, the Company’s executive compensation program contributes to a high-performance culture in which executives are expected to deliver results that promote the Company’s position as an industry-leading integrated railcar leasing, manufacturing, and services business.

  60. Compensation of Executives

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | E. Jean Savage Chief Executive Officer and President | 2024 | 970,000 | 3,961,921 | 2,006,400 | 19,346 | 205,112 | 7,162,779 | | | 2023 | 930,000 | 4,029,560 | 655,200 | 14,924 | 99,872 | 5,729,556 | | | 2022 | 900,000 | 3,765,420 | 804,195 | 1,225 | 22,500 | 5,493,340 | | Eric R. Marchetto Executive Vice President and Chief Financial Officer | 2024 | 611,131 | 1,072,192 | 857,280 | 14,479 | 76,230 | 2,631,312 | | | 2023 | 596,225 | 1,079,661 | 228,600 | 11,179 | 21,019 | 1,936,684 | | | 2022 | 578,860 | 1,025,053 | 357,750 | 1,154 | 22,636 | 1,985,453 | | Gregory B. Mitchell Executive Vice President, Leasing and Services | 2024 | 530,450 | 735,239 | 656,640 | — | 35,700 | 1,958,029 | | | 2023 | 515,000 | 757,285 | 255,960 | — | 28,979 | 1,557,224 | | | 2022 | 458,758 | 697,517 | 242,475 | — | 35,535 | 1,434,285 | | Kevin Poet Executive Vice President, Operations and Support Services | 2024 | 525,280 | 735,239 | 656,640 | — | 40,837 | 1,957,996 | | | 2023 | 515,000 | 757,285 | 252,360 | — | 32,670 | 1,557,315 | | | 2022 | 455,667 | 523,128 | 249,287 | — | 18,300 | 1,246,382 | | Scott M. Ewing Executive Vice President and Chief Legal Officer | 2024 | 438,840 | 459,558 | 456,000 | — | 20,700 | 1,375,098 |

  61. Compensation of Executives

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation(4) ($) | Total ($) | | William P. Ainsworth | 113,333 | 138,006 | 5,000 | 256,339 | | Robert C. Biesterfeld Jr. | 100,000 | 138,006 | 12,577 | 250,583 | | John J. Diez | 117,500 | 138,006 | — | 255,506 | | Leldon E. Echols | 196,667 | 213,005 | 83,416 | 493,088 | | Veena M. Lakkundi | 102,500 | 138,006 | — | 240,506 | | S. Todd Maclin | 107,500 | 138,006 | 24,241 | 269,747 | | Dunia A. Shive | 120,000 | 138,006 | 5,000 | 263,006 |

  62. Compensation of Executives

    | Director Compensation | TABLE OF CONTENTS |

  63. Director Compensation Discussion

    Director Compensation Discussion Each director of the Company who was not a compensated officer or employee of the Company during 2024 received cash compensation in 2024 as follows: •Board member - annual retainer of $85,000 •Independent Chairman of the Board - annual retainer of $150,000, to be paid in cash and/or equity, as selected by the Chairman •Chairs of the Governance and Finance Committees - annual retainer of $15,000 •Chairs of the Audit and HR Committees - annual retainer of $20,000 •Members of the Audit Committee - annual retainer of $10,000 •Members of the Finance, Governance, and HR Committees - $7,500 The Board has established a cash equivalent value as a guide for annual equity compensation for directors of $138,000 and for 2024 used the share price on the date of grant as the basis for awards. Following their election at the Annual Meeting of Stockholders in May 2024, each director who was not also an executive officer of the Company was granted 4,488 restricted stock units or shares of restricted stock, with dividend equivalents, that are convertible into 4,488 shares of Common Stock upon departure from the Board. The share price used to calculate these awards at the time of granting was $30.75. The amount listed in the “Stock Awards” column of the “Director Compensation Table” is the grant date fair value dollar amount computed in accordance with ASC Topic 718. The grant date fair value for these awards was $30.75 per share. Upon joining the Board, a director receives a prorated grant, subject to a minimum of 50% of the previous annual grant amount. Non-employee directors may elect, pursuant to the Director Deferred Plan, to defer the receipt of all or a specified portion of the fees to be paid to him or her. Deferred amounts are credited to an account on the books of the Company and treated as if invested either at an interest rate equivalent (9.50% in 2024) or, at the director’s prior election, in units of the Company’s Common Stock at the closing price on the NYSE on the last day of the quarter following the date that a payment is credited to the director’s account, or if the last day of the quarter is not a trading day, on the next succeeding trading day. Such stock units are credited with amounts equivalent to dividends paid on the Company’s Common Stock. Upon ceasing to serve as a director or a change in control, the value of the account will be paid to the director in annual installments not exceeding ten years, according to the director’s prior election. Fees deferred pursuant to the Director Deferred Plan are credited to the director’s account monthly. Fees that are not deferred pursuant to the Director Deferred Plan are paid in cash quarterly, in arrears.

  64. Director Compensation Discussion

    | Trinity Industries, Inc. | 63 | 2025 Proxy Statement |

  65. Director Compensation Discussion

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, the Company is providing the following information about the relationship of the median of the annual total compensation of its employees and the annualized total compensation of Ms. Savage, the CEO. To better understand this disclosure, it is important to emphasize that the Company’s compensation programs are designed to reflect local market practices across its operations. The Company strives to create a competitive compensation program in terms of both the position and the geographic location in which employees are located. As a result, the Company’s compensation programs vary among local markets to provide for a competitive compensation package. The Company did not have any significant changes in the employee population or employee compensation arrangements in 2024; however, the median employee used for the CEO pay ratio calculation in the prior two years (the "prior median") is no longer employed by the Company. Accordingly, to calculate the CEO pay ratio, the Company utilized an employee whose compensation was substantially similar to that of the prior median. As reported in the Company's Annual Report on Form 10-K, as of December 31, 2022, approximately 2,215 of the Company's employees were employed in the U.S. (approximately 24%) and 7,000 were employed in Mexico (approximately 76%). The Company used the following methodology, material assumptions and adjustments to identify the median of the annual total compensation of all its employees and to determine the annual total compensation of the median employee: •The Company determined that, as of December 31, 2022, its employee population consisted of approximately 9,215 individuals working at Trinity and its consolidated subsidiaries. This population consisted of full-time, part-time, seasonal and temporary employees based on those individuals who were determined to be employees using the Code test. •As permitted under SEC rules, the Company adjusted the employee population to exclude 18 non-U.S. employees (or less than 1% of the employee population) from the following foreign jurisdiction such that a total of 9,196 individuals were used in determining the median employee: Canada: 18 employees The Company determined each employee’s base salary and cash performance incentive compensation paid during 2022 as reflected in the Company payroll records. The Company identified its median employee from its adjusted employee population based on this compensation measure. For determining the median employee, for the Company's employees in Mexico, amounts were converted from Mexican pesos to U.S. dollars using the 2022 calendar year twelve month average exchange rate. For determining the 2024 annual total compensation of the median employee, the amounts were converted from Mexican pesos to U.S. dollars using the 2024 calendar year twelve-month exchange rate. For 2024, the median employee’s annual total compensation was $20,082 and the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $7,162,779. Based on this information, for 2024 the ratio of the annual total compensation of Ms. Savage to the annual total compensation of the median employee was 357 to 1.

  66. Director Compensation Discussion

    | Trinity Industries, Inc. | 64 | 2025 Proxy Statement |

  67. Director Compensation Discussion

    | CEO Pay Ratio | TABLE OF CONTENTS |

  68. Director Compensation Discussion

    The ratio disclosed above is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. The specific dollar amounts and methodology used to determine the annual total compensation of the identified median employee shown above are different from the actual compensation measure described above that was used to identify the median employee and may not be comparable to the ratio used at other companies. The Company is disclosing this ratio in accordance with SEC requirements.

  69. Director Compensation Discussion

    | Trinity Industries, Inc. | 65 | 2025 Proxy Statement |

  70. Director Compensation Discussion

    PAY VS. PERFORMANCE Pay vs. Performance Tabular Disclosures The following table sets forth additional compensation information for our named executive officers, calculated in accordance with SEC rules, for fiscal years 2024, 2023, 2022, 2021, and 2020. Pay Versus Performance Table

  71. Director Compensation Discussion

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Total Stockholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (Loss)(6) ($ in millions) | Profit (Loss) Before Tax(7) ($ in millions) | | 2024 | 7,162,779 | 17,384,265 | 1,980,609 | 3,844,506 | 190 | 187 | 157.1 | 222.3 | | 2023 | 5,729,556 | 1,653,429 | 1,398,362 | 460,897 | 139 | 164 | 126.6 | 173.5 | | 2022 | 5,493,340 | 9,671,481 | 1,551,168 | 2,204,848 | 148 | 130 | 72.9 | 120.0 | | 2021 | 5,579,197 | 7,221,864 | 1,626,717 | 1,893,614 | 146 | 137 | 181.8 | 88.0 | | 2020 | 6,868,081 | 8,633,174 | 1,112,062 | 1,049,060 | 124 | 114 | (226.2) | (332.0) |

  72. Director Compensation Discussion

    (1)E. Jean Savage served as the Company's principal executive officer ("PEO") for fiscal years 2024, 2023, 2022, and 2021, and from February 17, 2020 through December 31, 2020. From January 1, 2020 until February 17, 2020, when Ms. Savage was appointed Chief Executive Officer and President, the Company was managed by an interim Office of the Chief Executive Officer comprised of Melendy E. Lovett, Eric R. Marchetto, and Sarah R. Teachout. Accordingly, for fiscal year 2020, the Company's second PEO was Eric R. Marchetto, the third PEO was Melendy E. Lovett, and the fourth PEO was Sarah R. Teachout. Compensation information for the additional PEOs in fiscal year 2020 is included in the tables below. Trinity's other, non-PEO, named executive officers for fiscal years 2024, 2023, 2022, 2021, and 2020 were as follows: 2024 - Eric R. Marchetto, Gregory B. Mitchell, Kevin Poet, and Scott M. Ewing 2023 - Eric R. Marchetto, Gregory B. Mitchell, Kevin Poet, Steven L. McDowell, and Sarah R. Teachout 2022 - Eric R. Marchetto, Sarah R. Teachout, Gregory B. Mitchell, and Kevin Poet 2021 - Eric R. Marchetto, Sarah R. Teachout, Brian D. Madison, and Kevin Poet 2020 - Brian D. Madison, Gregory B. Mitchell, and Neil J. West (2)Compensation actually paid ("CAP") as reported in this section is derived from certain adjustments made to the Summary Compensation Table totals. CAP does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as total compensation reported in the applicable fiscal year in the Summary Compensation Table (i) less the aggregate equity compensation reported in the applicable fiscal year in the Summary Compensation Table, (ii) plus any dividends or dividend equivalents paid during the fiscal year, (iii) plus the aggregate change in equity fair value accrued for equity awards outstanding as of fiscal year end, and (iv) plus the aggregate change in equity fair value up to any applicable vesting event for equity awards vesting during the fiscal year. The reconciliations of total compensation as reported in the Summary Compensation Table to CAP for our PEO and other named executive officers are included in the tables below. (3)Equity compensation fair value is calculated based on assumptions determined in accordance with ASC Topic 718. Grant date fair values for time-based restricted stock units are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of each fiscal year end and as of each respective vesting date. Grant date fair values for performance-based restricted stock units linked to ROE are calculated using the stock price as of the date of grant assuming target performance. Grant date fair values for performance-based restricted stock units linked to rTSR are determined based on Monte Carlo valuations. Adjustments for performance-based restricted stock units have been

  73. Director Compensation Discussion

    | Trinity Industries, Inc. | 66 | 2025 Proxy Statement |

  74. Director Compensation Discussion

    | Pay vs Performance | TABLE OF CONTENTS |

  75. Director Compensation Discussion

    made using stock price, Monte Carlo valuation, and performance accrual modifier information, as applicable, as of each fiscal year end and as of each respective vesting date. Grant date fair values for stock options are calculated based on the Black-Scholes option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the Company's stock price and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of each respective measurement date. Performance-based awards are recognized as vested in the fiscal year during which the HR Committee formally certifies the applicable performance results and any earned shares are distributed to the applicable executive. (4)Total stockholder return ("TSR") calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. (5)S&P 600 Machinery index total shareholder return calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. (6)Reflects net income (loss) as reported in the Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020. (7)The Company has identified Profit Before Tax, or PBT, as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link CAP for the PEO and the other named executive officers in 2024 to the Company’s performance. PBT is defined as income (loss) from continuing operations before income taxes and has been adjusted for each fiscal year presented to exclude the impacts of certain gains, losses or other items that are not indicative of our normal business operations as approved by the HR Committee. PBT reflected in the table is PBT for the Company as a whole. For purposes of determining incentive compensation payouts for the PEO and certain other named executive officers during the years disclosed, individual adjustments were made from time to time, consistent with the authority described in the "Compensation Discussion and Analysis" section. As described above, for a portion of fiscal year 2020, the Company was managed by an interim Office of the Chief Executive Officer. The following table sets forth additional compensation information for the members of the interim Office of the Chief Executive Officer for fiscal year 2020: Pay Versus Performance Table - Compensation Information for Additional Fiscal Year 2020 PEOs

  76. Director Compensation Discussion

    | Year | Summary Compensation Table Total for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | Summary Compensation Table Total for PEO 3 ($) | Compensation Actually Paid to PEO 3 ($) | Summary Compensation Table Total for PEO 4 ($) | Compensation Actually Paid to PEO 4 ($) | | 2020 | 2,737,806 | 2,752,575 | 1,596,927 | 1,266,677 | 1,273,637 | 1,091,851 |

  77. Director Compensation Discussion

    | Trinity Industries, Inc. | 67 | 2025 Proxy Statement |

  78. Director Compensation Discussion

    | Pay vs Performance | TABLE OF CONTENTS |

  79. Director Compensation Discussion

    The following table presents the reconciliation of total compensation as reported in the Summary Compensation Table to CAP for our named executive officers, calculated in accordance with SEC rules, for fiscal years 2024, 2023, 2022, 2021, and 2020: Reconciliation of Summary Compensation Table totals to CAP

  80. Director Compensation Discussion

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO(1) ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total Compensation | 7,162,779 | 1,980,609 | 5,729,556 | 1,398,362 | 5,493,340 | 1,551,168 | 5,579,197 | 1,626,717 | 6,868,081 | 1,112,062 | | Less: amounts reported under the "Stock Awards" and "Stock Options" columns in the Summary Compensation Table for the applicable fiscal year | (3,961,921) | (750,557) | (4,029,560) | (726,555) | (3,765,420) | (757,355) | (3,613,344) | (733,605) | (5,939,717) | (651,319) | | Aggregate change in fair value of equity awards outstanding and unvested as of the applicable fiscal year end | 13,347,622 | 2,466,919 | 1,671,904 | 159,749 | 7,919,811 | 1,477,256 | 5,256,011 | 953,765 | 7,723,810 | 647,247 | | Aggregate change in fair value up to any applicable vesting event for equity awards vesting during the applicable fiscal year | 640,991 | 94,167 | (1,845,471) | (404,891) | (17,250) | (92,139) | — | 30,541 | (23,209) | (75,409) | | Plus: dividends or dividend equivalents paid during the applicable fiscal year | 194,794 | 53,368 | 127,000 | 34,232 | 41,000 | 25,918 | — | 16,196 | 4,209 | 16,479 | | CAP | 17,384,265 | 3,844,506 | 1,653,429 | 460,897 | 9,671,481 | 2,204,848 | 7,221,864 | 1,893,614 | 8,633,174 | 1,049,060 |

  81. Director Compensation Discussion

    (1)The reconciliation shown in this column is for Savage, who was appointed Chief Executive Officer and President of the Company on February 17, 2020. The reconciliation of Summary Compensation Table compensation to CAP for the members of the interim Office of the Chief Executive Officer is included in the table below.

  82. Director Compensation Discussion

    | Trinity Industries, Inc. | 68 | 2025 Proxy Statement |

  83. Director Compensation Discussion

    | Pay vs Performance | TABLE OF CONTENTS |

  84. Director Compensation Discussion

    The following table presents the reconciliation of total compensation as reported in the Summary Compensation Table to CAP for the members of the interim Office of the Chief Executive Officer, calculated in accordance with SEC rules, for fiscal year 2020: Reconciliation of Summary Compensation Table totals to CAP - Additional Fiscal Year 2020 PEOs

  85. Director Compensation Discussion

    | | 2020(1) | | | | | PEO 2 ($) | PEO 3 ($) | PEO 4 ($) | | Summary Compensation Table Total Compensation | 2,737,806 | 1,596,927 | 1,273,637 | | Less: amounts reported under the "Stock Awards" and "Stock Options" columns in the Summary Compensation Table for the applicable fiscal year | (2,050,047) | (957,017) | (732,825) | | Aggregate change in fair value of equity awards outstanding and unvested as of the applicable fiscal year end | 2,141,903 | 779,755 | 610,840 | | Aggregate change in fair value up to any applicable vesting event for equity awards vesting during the applicable fiscal year | (100,770) | (174,668) | (67,201) | | Plus: dividends or dividend equivalents paid during the applicable fiscal year | 23,683 | 21,680 | 7,400 | | CAP | 2,752,575 | 1,266,677 | 1,091,851 |

  86. Director Compensation Discussion

    (1)From January 1, 2020 until February 17, 2020, when Savage was appointed Chief Executive Officer and President, the Company was managed by an interim Office of the Chief Executive Officer comprised of Melendy E. Lovett, Eric R. Marchetto, and Sarah R. Teachout. Accordingly, for fiscal year 2020, the Company's second PEO was Eric R. Marchetto, the third PEO was Melendy E. Lovett, and the fourth PEO was Sarah R. Teachout. Pay-for-Performance Alignment The HR Committee reviews a variety of Company-wide and individual factors to link CAP with Company and executive performance. The following charts depict the relationship of CAP for the PEO and other named executive officers, calculated in accordance with SEC rules, to 1) the total stockholder return of both the Company ("TRN") and the S&P 600 Machinery Index, 2) Net Income, and 3) Profit Before Tax.

  87. Director Compensation Discussion

    | Trinity Industries, Inc. | 69 | 2025 Proxy Statement |

  88. Director Compensation Discussion

    | Pay vs Performance | TABLE OF CONTENTS |

  89. Director Compensation Discussion

    * In all three charts above, fiscal year 2020 includes the aggregate CAP for Savage (PEO 1), Marchetto (PEO 2), Lovett (PEO 3), and Teachout (PEO 4). Since Savage was the only PEO in fiscal years 2021, 2022, 2023, and 2024 those years reflect only her CAP. (1)Net income for 2021 includes an after-tax gain related to the sale of the Company's Highway Products business of $131.4 million. Net loss for 2020 includes the after-tax impact of non-cash asset impairment and pension plan settlement charges of $323.4 million and $116.6 million, respectively, and a net tax benefit of $180.4 million associated with the CARES Act. (2)Profit Before Tax for fiscal year 2020 includes pre-tax non-cash asset impairment charges totaling $396.4 million.

  90. Director Compensation Discussion

    | Trinity Industries, Inc. | 70 | 2025 Proxy Statement |

  91. Director Compensation Discussion

    | Pay vs Performance | TABLE OF CONTENTS |

  92. Director Compensation Discussion

    Performance Measures The following table identifies the three most important financial performance measures used by the HR Committee to link the CAP for our PEO and other named executive officers in 2024 to the Company's performance. Each of these performance measures is described in more detail in the Compensation Discussion and Analysis under the sections “Components of Compensation - 2024 Annual Incentive Compensation Performance Payout Levels” and "Components of Compensation - Long Term Incentive Compensation."

  93. Director Compensation Discussion

    | Financial Performance Measures | | Profit Before Tax | | Return On Equity | | Cash From Operations |

  94. Director Compensation Discussion

    | Trinity Industries, Inc. | 71 | 2025 Proxy Statement |

  95. Director Compensation Discussion

    TRANSACTIONS WITH RELATED PERSONS The Governance Committee has adopted a Policy and Procedures for the Review, Approval, and Ratification of Related Person Transactions. In accordance with the written policy, the Governance Committee, its Chair (as applicable), or the Board (the "Approving Party"), is responsible for the review, approval, and ratification of all transactions with related persons that are required to be disclosed under the rules of the SEC. Under the policy, a related person includes any of the Company’s directors, executive officers, owners of 5% or more of any class of the Company's voting securities, and any of their respective immediate family members. The policy applies to "Related Person Transactions," which are transactions in which the Company participates, a related person has a direct or indirect material interest, and the amount exceeds $120,000. Under the policy, the Chief Legal Officer (the “CLO”) will review potential transactions and, in consultation with the CEO and CFO, will assess whether the proposed transaction would be a Related Person Transaction. If the CLO determines the proposed transaction would be a Related Person Transaction, the proposed transaction is submitted to the appropriate Approving Party for review and consideration. In reviewing Related Person Transactions, the Approving Party shall consider all relevant facts and circumstances available, including, but not limited to the following: •the benefits to the Company of the Related Person Transaction; •the impact of a director’s independence if the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, stockholder, or executive officer; •the availability of other sources for comparable products and services; •the terms of the transaction; and •the terms available to unrelated third parties or employees generally. After reviewing such information, the Approving Party may approve the Related Person Transaction if it concludes in good faith that the Related Person Transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders. Under the policy, the HR Committee must approve hiring of immediate family members of executive officers or directors and any subsequent material changes in employment or compensation. The Company had no such Related Person Transactions in 2024.

  96. Director Compensation Discussion

    | Trinity Industries, Inc. | 72 | 2025 Proxy Statement |

  97. Director Compensation Discussion

    SECURITY OWNERSHIP