DEF 14A of Greenbrier Companies Inc
Filed Nov 13, 2023 · FY20230001193125-23-275221
Election of Directors
Election of Directors
Election of Directors
| | THE BOARD RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee and our Board recommend that shareholders vote “FOR” all director nominees, as they have determined that each of the nominees possesses the right experience and qualifications to effectively oversee Greenbrier’s business strategy and risk management. All three of the nominees below are Class III directors nominated for a three-year term, while one nominee, Mr. Ottensmeyer, was appointed as a Class II director in June 2023 and is standing for election as a Class III director in order that the classes remain as nearly equal in number as possible with two Class III directors, Bill Furman and Butch Swindells, concluding their Board service and not standing for re-election. See “Proposal 1, Election of Directors” on page 23 of this Proxy Statement. |
Director Nominees
Director Nominees The following table summarizes the qualifications of the director nominees.
Director Nominees
| | PATRICK J. OTTENSMEYER Mr. Ottensmeyer joined the Greenbrier Board in June 2023. Mr. Ottensmeyer is a rail industry leader, serving as President and CEO of Kansas City Southern (KCS), a Class I railroad, from 2015 until the completion of the merger creating Canadian Pacific Kansas City (CPKC) in 2023. Mr. Ottensmeyer brings expertise in business strategy, the rail industry and financial matters to the Board. The Board recommends a vote “FOR” Mr. Ottensmeyer. | | | LORIE L. TEKORIUS Ms. Tekorius joined the Greenbrier Board in March 2022. Ms. Tekorius was appointed as Greenbrier’s CEO in March 2022 and is a 25+ year employee of the Company. She provides significant company-specific and industry knowledge, in addition to organizational leadership and financial and operational expertise. The Board recommends a vote “FOR” Ms. Tekorius. | | | KELLY M. WILLIAMS Ms. Williams joined the Greenbrier Board in March 2015. Ms. Williams is a recognized industry leader, including repeatedly having been named one of The Most Powerful Women in Finance by American Banker magazine. Ms. Williams brings executive management and financial and investment expertise to the Board. The Board recommends a vote “FOR” Ms. Williams. |
Director Nominees
| 2024 PROXY STATEMENT | |
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
| | Patrick J. Ottensmeyer (Director) | | | | Age: 66 Director Since: 2023 | Current Term Expiration: 2026 |
Experience
Experience Mr. Ottensmeyer has served as a member of the Board since June 2023. Prior to his service on the board, he was President and CEO of Kansas City Southern (KCS), a Class I railroad, from 2015 to 2023 until the completion of the merger creating Canadian Pacific Kansas City (CPKC). For more than a decade, Mr. Ottensmeyer held various senior executive positions at KCS, including: President of KCS from March 2015 through April 2023; Executive Vice President of Sales and Marketing of KCS from October 2008 through March 2015; Chief Executive Officer of The Kansas City Southern Railway Company (KCSR), a wholly-owned subsidiary of KCS, from July 2016 through April 2023; and President of KCSR from March 2015 through April 2023. He also has a very extensive understanding of financial matters, which helped him lead KCS’s finance department during his time as Executive Vice President and Chief Financial Officer from 2006 to 2008. Mr. Ottensmeyer is a rail industry leader, with experience as U.S. Chairman of the U.S. Chamber of Commerce’s U.S.-Mexico Economic Council (USMXECO), Co-Chair of the Brookings Institute USMCA Initiative, and Chair of the Truman Library Institute. He received the NARS Edward R. Hamberger Lifetime Achievement Award (2023), Ingram’s Executive of the Year Award (2022), Railway Age’s Co-Railroaders of the Year Award (2022), Railway Age Railroader of the Year (2020), and Progressive Railroading’s Railroad Innovator Award (2019). He is also a member of the Board of Watco LLC. He received his Bachelors in Science in Finance from Indiana University in 1979.
Qualifications
Qualifications Mr. Ottensmeyer brings expertise in business strategy, the rail industry and financial matters to the Board. Additionally, Mr. Ottensmeyer is an “audit committee financial expert” under New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) rules.
Qualifications
| | THE GREENBRIER COMPANIES |
Qualifications
| | Lorie L. Tekorius (Director and Chief Executive Officer) | | | | Age: 56 Director Since: 2022 | Current Term Expiration: 2024 |
Experience
Experience In March 2022, Ms. Tekorius became Greenbrier’s Chief Executive Officer and President. Prior to this, she was Greenbrier’s President and Chief Operating Officer, leading strategic planning, maintenance services, management services and the accounting, finance, human resources, and other corporate functions. Ms. Tekorius joined Greenbrier in 1995 and since that time has served Greenbrier in a broad range of financial and operating roles. In 2016, she was appointed Executive Vice President, Chief Financial Officer, a role which gained her recognition as Oregon’s 2017 CFO of the Year by the Portland Business Journal. In 2018, Ms. Tekorius was recognized as one of 14 “Women in Rail” by Railway Age in recognition of her contributions to the industry. She is a member of the Board of Directors of the Alamo Group, Inc. and sits on its Audit and Nominating and Corporate Governance Committees. Ms. Tekorius is an active community member, serving as Past President of the Providence St. Vincent Medical Foundation Council of Trustees.
Qualifications
Qualifications As a 25+ year employee of Greenbrier, Ms. Tekorius provides significant company-specific and industry knowledge, in addition to organizational leadership and financial and operational expertise.
Qualifications
| | Kelly M. Williams (Director and Chair of the Nominating and Corporate Governance Committee) | | | | Age: 59 Director Since: 2015 | Current Term Expiration: 2024 |
Experience
Experience Ms. Williams has served as a member of the Board since 2015. Ms. Williams is the CEO of the Williams Legacy Foundation and is on the Board of Directors of KKR Private Equity Conglomerate LLC. Ms. Williams was a senior advisor of GCM Grosvenor Private Markets from June 2015 until January of 2019. Until June 1, 2015, Ms. Williams was President of GCM Grosvenor Private Markets, a member of its Management Committee and a member of its Investment Committee. Prior to joining GCM Grosvenor, Ms. Williams was a Managing Director, the Group Head and the chair of the compensation committee of the Customized Fund Investment Group of Credit Suisse Group AG from 2000 through 2014, after Credit Suisse acquired Donaldson, Lufkin and Jenrette, where Ms. Williams was director of the Customized Fund Investment Group. She was with the Prudential Insurance Company of America from 1993 to 2000, where she was an Executive Director and a founder of the Customized Fund Investment Group in 1999. Prior to joining Prudential, Ms. Williams was an attorney at Milbank, Tweed, Hadley & McCloy LLP, where she specialized in global project finance. She graduated magna cum laude from Union College in 1986 with a Bachelor of Arts degree in Political Science and Mathematics and received her Juris Doctor from New York University School of Law in 1989. Ms. Williams serves in leadership positions on the boards of several for profit and not-for profits and has won numerous awards for leadership and public service. In addition, Ms. Williams was named as one of the Most Powerful Women in Finance by American Banker Magazine from 2011-2014. Ms. Williams also serves as President of the Nantucket Historical Association, and as a board member of Union College.
Qualifications
Qualifications Ms. Williams brings executive management and financial and investment expertise to the Board.
Qualifications
| 2024 PROXY STATEMENT | |
CONTINUING DIRECTORS
CONTINUING DIRECTORS
CONTINUING DIRECTORS
| | Thomas B. Fargo (Chair of the Board and Chair of the Compensation Committee) | | | | Age: 75 Director Since: 2015 | Current Term Expiration: 2025 |
Experience
Experience Admiral Fargo has served as a member of the Board since 2015. He was Lead Director from January 2021 through August 2022. In September 2022, Admiral Fargo was elected Chair of the Board of Directors upon Mr. Furman’s retirement from executive offices. He is a retired military commander with subsequent private sector experience in maritime and other transportation industries. As commander of the U.S. Pacific Command from 2002 until 2005, Admiral Fargo led the world’s largest unified command while directing the joint operations of the Army, Navy, Marine Corps and Air Force in the Asia-Pacific Theater. He serves as the Board Chair of Hawaiian Electric Industries and is on the Board of Directors of Matson, Inc. Previously, Admiral Fargo served as the Board Chair of USAA and Huntington Ingalls Industries and served on the Boards of Northrop Grumman Corporation, Alexander & Baldwin, Inc. and Hawaiian Airlines.
Qualifications
Qualifications Admiral Fargo brings executive leadership and operational, manufacturing and international expertise to the Board.
Qualifications
| | Wanda F. Felton (Director) | | | | Age: 65 Director Since: 2017 | Current Term Expiration: 2026 |
Experience
Experience Ms. Felton has served as a member of the Board since 2017. Ms. Felton has over 30 years of financial industry experience in commercial and investment banking. Ms. Felton was a Presidential Appointee and was confirmed twice by the U.S. Senate to serve on the board of the Export Import Bank of the United States as Vice Chair of the Board and First Vice President from June 2011 to November 2016. In that role, she was on the team of economic deputies that advised the National Security Staff and the President’s Export Council on trade and investment. Ms. Felton was actively engaged in helping U.S. companies penetrate international markets and develop pragmatic financing solutions to win sales. Ms. Felton had oversight responsibility for the Office of the Chief Financial Officer and enterprise risk management functions, and served on the bank’s credit committee, which was responsible for approving debt financings over $10 million for a broad range of financing types across a range of industries. A significant portion of such financings supported the export of U.S.-manufactured transportation equipment, including rail equipment and aircraft, to emerging markets. She was also an ex officio member of the Enterprise Risk Management Committee. Until recently, Ms. Felton was a Senior Advisor to Spencer Stuart’s North American Board Practice focused on diversity. In September 2021, she joined Demopolis Equity Partners, a private equity fund that will invest in technology-enabled businesses (primarily fintech and e-commerce). She continues to serve as a Trustee of The Cooper Union for the Advancement of Science and Art.
Qualifications
Qualifications Ms. Felton brings her significant prior experience with emerging markets business development and capital raising to the Board. Additionally, Ms. Felton is an “audit committee financial expert” under NYSE and SEC rules.
Qualifications
| | THE GREENBRIER COMPANIES |
Qualifications
| | Antonio O. Garza (Director) | | | | Age: 64 Director Since: 2021 | Current Term Expiration: 2025 |
Experience
Experience Ambassador Garza has served as a member of the Board since 2021. He is Counsel in the Mexico City office of White & Case LLP, a global law firm. Prior to joining White & Case, Ambassador Garza served as the U.S. Ambassador to Mexico from 2002 to 2009. He has been a director of Canadian Pacific Kansas City Limited (CPCK), a Class 1 railroad, since 2023, and served as a director of Kansas City Southern, a Class 1 railroad, from 2010 until the completion of the merger creating CPKC in April 2023. Ambassador Garza also served on the Board of MoneyGram International, Inc. from 2012 through 2023, and on the Board of Americas Technology Acquisition Corp from 2021 to 2022. He was Chairman of the Railroad Commission of Texas, elected to that statewide office in 1998, and served through 2002. Ambassador Garza is a member of the Board of Trustees of Southern Methodist University. He also is a director of the Americas Society, the U.S. Chamber of Commerce in Mexico and is a member of the Council on Foreign Relations (CFR) and COMEXI, the CFR’s Mexican counterpart. From 1994 through 1997, he was the State of Texas Secretary of State, and Senior Policy Advisor to the Governor of Texas. He is a member of the State Bar of Texas, the District of Columbia Bar and is admitted to practice before the United States Supreme Court. Ambassador Garza is a past recipient of the Aguila Azteca (Aztec Eagle), the highest honor bestowed by the Mexican government on a foreign national.
Qualifications
Qualifications Ambassador Garza brings international expertise and rail industry, legal and governmental experience to the Board.
Qualifications
| | James R. Huffines (Director) | | | | Age: 72 Director Since: 2021 | Current Term Expiration: 2025 |
Experience
Experience Mr. Huffines has served as a member of the Board since 2021. Mr. Huffines has over 35 years of experience in banking and finance. He most recently served as Chief Operating Officer for subsidiaries of Hilltop Holdings, Inc., an NYSE publicly-traded financial company, and on the Board from 2012 to 2017. From 2007 to 2012, Mr. Huffines also served on the Board of Energy Future Holdings as an independent director and as the Board’s Audit Committee Chairman. Mr. Huffines presided as Chairman on the University of Texas System board of regents for four years during his seven years as a Regent. He also was on the Board and Audit Chair of the UTIMCO, a $35 billion endowment fund for higher education in Texas. Mr. Huffines currently serves on the holding company board of Susser Bank Holdings, a $1.9 billion privately owned financial institution.
Qualifications
Qualifications Mr. Huffines brings banking and finance expertise, public company and governmental experience to the Board. Under NYSE and SEC rules, Mr. Huffines is an “audit committee financial expert.”
Qualifications
| 2024 PROXY STATEMENT | |
Qualifications
| | Graeme A. Jack (Director and Chair of the Audit Committee) | | | | Age: 72 Director Since: 2006 | Current Term Expiration: 2026 |
Experience
Experience Mr. Jack has served as a member of the Board since 2006. He is a retired partner of PricewaterhouseCoopers LLP in Hong Kong. He also serves, since 2017, as an independent non-executive director of HUTCHMED (China) Limited. Mr. Jack was an independent non-executive director of Hutchison Port Holdings Management Pte. Limited, the trustee manager of Hutchison Port Holdings Trust from 2011 until April 2023, and COSCO SHIPPING Development Company Limited from 2015 to 2021.
Qualifications
Qualifications Mr. Jack brings accounting and financial reporting expertise to the Board as well as extensive experience in international business transactions in Asia generally, and in China in particular. Under NYSE and SEC rules, Mr. Jack is an “audit committee financial expert.”
Qualifications
| | Wendy L. Teramoto (Director) | | | | Age: 49 Director Since: 2019 | Current Term Expiration: 2026 |
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our shareholders. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2023 Board service. We also reimbursed our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education. Members of the Board who are our employees are not separately compensated for serving on the Board. Our Compensation Committee has the primary responsibility for reviewing the compensation paid to our non-employee directors and making recommendations for adjustments, as appropriate, to the full Board. The Compensation Committee undertakes an annual review of the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by its independent compensation consultant, Mercer, a national compensation consulting firm (“Mercer”). No changes were made in fiscal 2023 to our fiscal 2023 non-employee director compensation program, other than in connection with Admiral Fargo’s transition from Lead Director to Chair of the Board, as described below. The Board believes that the fiscal 2023 compensation program for our non-employee directors attracted, retained, and rewarded qualified non-employee directors, consistent with market practices and the demands placed on our Board.
FISCAL 2023 DIRECTOR COMPENSATION
FISCAL 2023 DIRECTOR COMPENSATION The following table summarizes the compensation of the non-employee Board members for fiscal year 2023. Ms. Tekorius did not receive compensation for her service as a director in fiscal 2023. Ms. Tekorius’ compensation for her service as an employee is discussed in the executive compensation disclosures below.
FISCAL 2023 DIRECTOR COMPENSATION
FISCAL 2023 DIRECTOR COMPENSATION
FISCAL 2023 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Thomas B. Fargo | 260,000 | 116,073 | — | 376,073 | | Wanda F. Felton | 97,500 | 116,073 | — | 213,573 | | William A. Furman | 80,000 | 116,073(2) | — | 196,073 | | Antonio O. Garza | 87,500 | 116,073 | — | 203,573 | | James R. Huffines | 90,000 | 116,073 | — | 206,073 | | Graeme A. Jack | 125,000 | 116,073 | — | 241,073 | | Patrick J. Ottensmeyer | 13,333 | 104,952 | — | 118,285 | | David L. Starling | 47,500 | 116,073 | 127,720(3) | 291,293 | | Charles J. Swindells | 80,000 | 116,073 | 120,000(4) | 316,073 | | Wendy L. Teramoto | 97,500 | 116,073 | — | 213,573 | | Kelly M. Williams | 120,000 | 116,073 | — | 236,073 |
FISCAL 2023 DIRECTOR COMPENSATION
| (1) The amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted to directors in fiscal 2023 calculated in accordance with FASB ASC Topic 718 (Compensation – Stock Compensation), excluding estimated forfeitures. Such amounts may not correspond to the actual value that will be realized by them if and when the RSU awards vest. As of August 31, 2023, each director, except for Mr. Ottensmeyer and Mr. Starling, held 4,050 unvested RSUs and 103 corresponding dividend equivalent rights; Mr. Ottensmeyer held 2,451 unvested RSUs and 15 corresponding dividend equivalent rights; and Mr. Starling held no unvested equity awards. In addition, as of August 31, 2023, Mr. Furman held 89,443 unvested performance-based restricted stock units (PSUs) (assuming target achievement) granted to him in his role as Chief Executive Officer prior to his retirement. |
FISCAL 2023 DIRECTOR COMPENSATION
| (2) In fiscal 2023, Mr. Furman received 121,752 shares pursuant to the vesting of a PSU award granted to him in his role as Chief Executive Officer prior to his retirement. Pursuant to its terms, the award remained outstanding following his retirement as Chief Executive Officer, subject to vesting upon achievement of performance metrics. |
FISCAL 2023 DIRECTOR COMPENSATION
| (3) Mr. Starling unexpectedly passed away in February 2023. The amounts in the All Other Compensation column reflect the accelerated vesting of the RSUs, already reflected in the Stock Awards column, together with corresponding dividend equivalents rights, upon his death in accordance with the Company Stock Incentive Grant Program for Non-Employee Directors under the 2021 Stock Incentive Plan. |
FISCAL 2023 DIRECTOR COMPENSATION
| (4) Represents consulting fees paid to Mr. Swindells in fiscal 2023 pursuant to a consulting agreement with the Company entered into in January 2016. |
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION We maintain an unfunded, voluntary non-qualified deferred compensation plan for our non-employee directors, which allows our non-employee directors to defer compensation received in exchange for their non-employee director services to us. We do not contribute to the plan. We do not guarantee any returns on participant contributions to the plan. The plan does not pay or provide for preferential or above-market earnings. Amounts deferred under the plan are credited with hypothetical and/or actual investment earnings based on participant investment elections made from among investment options available under the plan. Distributions may be made in lump-sum or in installments (subject to certain restrictions in the plan) upon the non-employee director’s death, disability, other termination of service, a change of control of us, and certain unforeseeable emergencies, each as defined in the plan.
Communication with the Board
Communication with the Board Shareholders and other interested parties may communicate with members of the Board by mail addressed to the Chair of the Board, to any other individual member of the Board, to the full Board, to the non-management directors as a group, or to a particular committee of the Board. In each case, such correspondence should be sent to the Company’s headquarters at One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035 or via email to investorrelations@gbrx.com. Such communications are distributed as appropriate. Please note that communications with directors does not constitute service of process to the Company and that nominations and shareholder proposals must be submitted in accordance with the procedure set forth on pages 61 to 62.
Communication with the Board
| | THE GREENBRIER COMPANIES |
Communication with the Board
| PROPOSAL 1 | ELECTION OF DIRECTORS |
Communication with the Board
Our Nominating and Corporate Governance Committee and the Board of Directors have recommended the following three nominees for election. Class III Directors Bill Furman and Butch Swindells are not standing for re-election and are retiring.
Communication with the Board
| • | Lorie L. Tekorius, Kelly M. Williams, and Patrick J. Ottensmeyer as Class III Directors. |
Communication with the Board
| • | Patrick J. Ottensmeyer was appointed as a Class II director by the Board in June 2023. Under Greenbrier’s Amended and Restated Bylaws, directors appointed by the Board stand for election at the next Annual Meeting of Shareholders. As a result, Mr. Ottensmeyer is standing for election at this Annual Meeting. Due to the planned departures of Mr. Furman and Ambassador Swindells (each a Class III director), Mr. Ottensmeyer is standing for election as a Class III director in order that the classes remain as nearly equal in number as possible after the Annual Meeting. |
Communication with the Board
The Class III candidates are nominated to serve a three-year term, until the Annual Meeting of Shareholders in 2027, or until their respective successors are qualified and elected. If a nominee is unable or unwilling to serve as a director at the date of the applicable Annual Meeting or any adjournment or postponement thereof, the proxies may be voted for a substitute nominee, designated by the proxy holders or by the present Board of Directors to fill such vacancy, or for the other nominees named without nomination of a substitute, or the number of directors may be reduced accordingly. The Board of Directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected a director. Under Oregon law, the directors who receive the greatest number of votes cast will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote.
Communication with the Board
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF Mr. Ottensmeyer, Ms. Tekorius, and Ms. Williams. Unless marked otherwise, proxies received will be voted FOR the election of the three nominees. |
Communication with the Board
Directors are divided into three classes, with three directors in Class I and four directors each in Class II and Class III. Typically, one class is elected each year for a three-year term. The following table sets forth certain information about each nominee for election to the Board and each continuing director.
Communication with the Board
| | | | Committee Memberships | | | | | Name | Independent | Director Since | Audit | Compensation | Nominating/ Corp. Gov. | Expiration of Current Term | | Class I Directors | | | | | | | | Thomas B. Fargo Age: 75 Chair of the Board | ● | 2015 | | Chair | ● | 2025 | | Antonio O. Garza Age: 64 Director | ● | 2021 | ● | | ● | 2025 | | James R. Huffines Age: 72 Director | ● | 2021 | Financial Expert | ● | | 2025 | | Class II Directors | | | | | | | | Wanda F. Felton Age: 65 Director | ● | 2017 | Financial Expert | | ● | 2026 | | Graeme A. Jack Age: 72 Director | ● | 2006 | Chair, Financial Expert | ● | ● | 2026 | | Patrick J. Ottensmeyer(1),(2) Age: 66 Director | ● | 2023 | Financial Expert | ● | | 2026 | | Wendy L. Teramoto Age: 49 Director | ● | 2019 | Financial Expert | ● | | 2026 | | Class III Directors | | | | | | | | William A. Furman (Retiring Jan. 2024) Age: 79 Director | | 1994 | | | | 2024 | | Charles J. Swindells (Retiring Jan. 2024) Age: 81 Director | ● | 2005 | | | | 2024 | | Lorie L. Tekorius(1) Age: 56 Director and CEO | | 2022 | | | | 2024 | | Kelly M. Williams(1) Age: 59 Director | ● | 2015 | ● | ● | Chair | 2024 |
Communication with the Board
| (1) Nominees for Election |
Communication with the Board
| (2) If elected, Mr. Ottensmeyer will serve as a Class III director in order that the classes remain as nearly equal in number as possible. |
Communication with the Board
| 2024 PROXY STATEMENT | |
Communication with the Board
FISCAL 2023 EXECUTIVE COMPENSATION
EXECUTIVE SUMMARY
EXECUTIVE SUMMARY Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success. Pay that reflects performance and aligns with the interests of shareholders is key to our compensation program design and decisions. We structure our executive compensation program to include significant performance metrics that are aligned with our business strategy and shareholder value creation. As described in more detail below, in response to shareholder feedback, in fiscal 2023 we added a relative total stockholder return (rTSR) performance metric to our performance-based restricted stock unit (PSU or performance-based RSU) program. In previous fiscal years the program utilized a rTSR modifier. Our fiscal 2023 PSU program is described in more detail on pages 31-32. Listed below are highlights of our fiscal 2023 executive compensation policies and practices:
EXECUTIVE SUMMARY
| WHAT WE DO | | | ✔ | Ongoing engagement with our institutional shareholders regarding our executive compensation policies and practices | | ✔ | Performance-based cash and equity incentive compensation | | ✔ | Caps on performance-based cash and equity incentive compensation | | ✔ | Significant portion of executive compensation at risk based on company performance | | ✔ | Multi-year equity award vesting periods for equity awards, including three-year performance periods for performance-based equity awards | | ✔ | One-year minimum vesting requirement under equity incentive plan, with limited exceptions | | ✔ | Annual review and approval of our executive compensation program | | ✔ | Annual compensation risk assessment | | ✔ | Annual “Say On Pay” vote | | ✔ | Clawback policy on cash and equity incentive compensation | | ✔ | Robust stock ownership and stock retention guidelines for executive officers | | ✔ | No employment agreements with executive officers | | ✔ | Independent compensation consultant engaged by the Compensation Committee | | ✔ | 100% independent directors on the Compensation Committee | | ✔ | Limited perquisites |
EXECUTIVE SUMMARY
| WHAT WE DON’T DO | | | × | No “single trigger” change of control payments and benefits | | × | No tax gross-ups, including for change of control related excise tax payments | | × | No short sales, hedging, pledging of stock ownership positions, or transactions involving derivatives of our common stock | | × | No strict benchmarking of executive compensation to a specific percentile of our compensation peer group | | × | No pension benefits | | × | No dividend payments on unvested awards | | × | No ‘repricing’ of out-of-the-money stock options without shareholder approval | | × | No incentivizing unnecessary or excessive risk taking |
SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT ON COMPENSATION
| Area of Focus | What We Heard from Investors | How We Responded | | NEO Employment Agreements | Several shareholders indicated a preference for eliminating NEO employment agreements with “evergreen” provisions | We no longer provide any NEO employment agreements | | Clearer Disclosure of PSU metrics | Several shareholders indicated a preference for enhanced disclosure regarding PSU metrics | This proxy statement includes enhanced narrative and graphic disclosures regarding PSU metrics. Our fiscal 2023 PSU program is described in more detail on pages 31-32 | | Amount and Form of NEO Pay | Shareholders indicated continued support for amount of pay and significant weighting toward equity | As in previous fiscal years, we continued to assess executive compensation in the context of our business strategy, as well as against market practices in consultation with our independent compensation consultant, and maintained significant weighting towards equity | | Overlapping Performance Metrics | Several shareholders indicated a preference for differentiated performance metrics in our annual bonus plan and our PSU program | As in previous fiscal years, the Compensation Committee reviewed the use of EBITDA as a metric in both the annual bonus and PSU programs. The Compensation Committee notes that the aggregate weighting of EBITDA across both compensation programs has declined over time. The Compensation Committee continues to believe that EBITDA is an appropriate and important indicator of our operating performance and correlates with increased shareholder value |
PRINCIPLES
| • | Align the interests of key executives with the long-term success of the business, our shareholders, and other stakeholders |
PRINCIPLES
| • | Annual incentive awards should be aligned with the Company’s operating, financial, and strategic objectives while considering the cyclical nature of our business |
PRINCIPLES
| • | Long-term incentive plans should promote retention and reward absolute performance as well as relative performance to appropriate peers |
PRINCIPLES
In evaluating the competitiveness of our compensation program, we compare it against the programs of peers in related industries at a similar stage of development and comparable financial profile. We also evaluate broader size-appropriate comparisons in related industries. More information about our use of peer group data is provided below. We also assess pay levels and pay mix of our aggregate executive and non-executive compensation programs through compensation positioning, and review realizable pay analysis to inform our decisions. Our compensation philosophy also recognizes the need for flexibility based on experience, scope of position, critical skills, and individual/corporate performance. We consider compensation data from our compensation peer group as one of several factors that informs our judgment of appropriate parameters for compensation levels. We do not strictly benchmark compensation to a specific percentile of our compensation peer group, nor do we apply a formula or assign relative weightings to specific compensation elements. We believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.
ROLE OF THE COMPENSATION COMMITTEE
| • | Reviewing and approving executive officer change of control agreements and other special benefits, including supplemental retirement benefits |
ROLE OF THE COMPENSATION CONSULTANT
ROLE OF THE COMPENSATION CONSULTANT The Compensation Committee has sole authority to retain and terminate independent consultants, counsel, experts, and other personnel the Compensation Committee deems necessary to enable it to fully perform its duties and fulfill its responsibilities, and to determine the compensation and other terms of engagement for such independent consultants, counsel, experts, and other personnel. The Compensation Committee directly engaged Mercer as independent consultant for fiscal 2023 to provide information, analysis, and advice regarding executive and director compensation. The Compensation Committee has evaluated the independence of Mercer and concluded that there are no conflicts of interest. Mercer provided the following services for the Compensation Committee during fiscal 2023: (i) advice on 2023 executive officer bonus program structure, performance goals and targets, and bonus amounts; (ii) advice on 2023 executive officer equity grant award sizes and performance goals and targets; (iii) market data and recommendations on executive officer compensation; (iv) advice on equity retention policies and holding requirements after vesting; (v) advice on updating the Company’s peer group companies; and (vi) ongoing advice regarding the Company’s executive compensation practices to advise whether any such practices should be modified to improve effectiveness or to implement “best practices.”
PEER GROUP
PEER GROUP Greenbrier’s fiscal 2023 compensation peer group is listed below. The Compensation Committee periodically reviews our peer group. Mercer performs an independent review and makes recommendations annually, providing substantial detail and support to the Compensation Committee for consideration. For fiscal 2023, the Compensation Committee removed Meritor, as it was acquired by Cummins Inc. Our fiscal 2023 peer group is:
PEER GROUP
| Astec Industries (ASTE) Crane (CR) GATX Corp (GATX) H&E Equipment Services (HEES) Hub Group (HUBG) Hyster-Yale Materials Handling (HY) | Manitowoc (MTW) Oshkosh (OSK) REV Group (REVG) Terex (TEX) Timken (TKR) | Trinity Industries (TRN) Triton International (TRTN) Wabash National (WNC) Westinghouse Air Brake (WAB) |
PEER GROUP
Peer group companies are chosen based on whether they are in a comparable industry, have comparable revenue or market capitalization, or compete with Greenbrier for executive talent. The current peer group includes companies in the following sectors: railcar manufacturing; heavy manufacturing; other related manufacturing; after-market products; transportation services; and high-value equipment leasing. Annual revenues of the peer group companies range from approximately one-third to three times Greenbrier’s annual revenue, with Greenbrier approximating the peer group median revenue size.
ANNUAL CASH BONUS
ANNUAL CASH BONUS A key objective of our compensation philosophy is to tie a significant portion of each NEO’s total direct compensation to company performance. To help accomplish this objective, we provide annual performance-based cash bonus opportunities (“annual bonuses”) for our NEOs, which are earned based on the Company’s achievement against performance objectives established at the beginning of the fiscal year. Target incentive opportunities under the annual bonus plan for NEOs are expressed as a percentage of base salary. The target incentive opportunity for Ms. Tekorius was increased in early fiscal 2023 to align with market pay levels for executives with similar duties and responsibilities. The target incentive opportunity for Mr. Krueger was increased effective fiscal 2023 in connection with his appointment as President of Greenbrier Manufacturing Operations. The table below shows the target annual bonus opportunity for each NEO as a percentage of his or her base salary at fiscal end 2022 and 2023.
ANNUAL CASH BONUS
| Named Executive Officer | Fiscal 2022 Target | Fiscal 2023 Target | | Lorie L. Tekorius | 105% | 110% | | Adrian J. Downes | 85% | 85% | | Brian J. Comstock | 95% | 95% | | William Krueger | 90% | 95% | | Martin R. Baker | 90% | 90% |
ANNUAL CASH BONUS
As in fiscal 2022, our NEOs’ fiscal 2023 annual bonus opportunities were based 40% on the achievement of earnings per share (EPS) goals, 40% on the achievement of EBITDA goals, and 20% on the achievement of strategic goals. The Compensation Committee believes that EPS reflects key financial and operational performance objectives, aligns the interests of shareholders with management, and encourages management to focus on all aspects of performance, including top line growth in revenue, expense control, and bottom line results. The annual bonus ultimately earned could have ranged from 0% to 200% of an individual’s target opportunity for the EPS and EBITDA portions of the annual bonus, and 0% to 150% for the strategic goal portion of the annual bonus. Our CEO has discretion to recommend to the Compensation Committee (and the Compensation Committee has discretion in the case of the CEO) to make a downward (but not upward) adjustment of any award by up to 20% to reflect individual performance. No such adjustments were made in fiscal 2023. The performance metrics, their weighting, targets, and payout levels were established at the beginning of fiscal 2023 by the Compensation Committee with input from management and the Compensation Committee’s independent compensation consultant. This process included a thorough review and discussion of the risks and variables in management’s financial plan for fiscal 2023,
ANNUAL CASH BONUS
| 2024 PROXY STATEMENT | |
ANNUAL CASH BONUS
including existing backlog, production schedules and forecasts of industry demand. The level of performance required for the maximum payout for the EPS and EBITDA portions of the annual bonus was established based on the Compensation Committee’s assessment of the level of performance that shareholders would consider superior in view of the economic outlook for Greenbrier and its industry. EBITDA and EPS targets for fiscal 2023 were set higher than the level of EBITDA and EPS achievement in fiscal 2022. A comparable process was carried out to establish the threshold or minimum performance level, defined as the level of performance below which no incentive payment is appropriate. Our philosophy is to incentivize management in both strong and weak markets. Our fiscal 2023 EBITDA and EPS goals reflected how our business cycle was impacted by the ongoing recovery from COVID-19 variants and the related supply chain disruptions, as well as from the economic uncertainty and the backdrop of slowly improving demand in the freight rail market. The following table sets forth the EPS and EBITDA goals under the fiscal 2023 annual cash bonus opportunity. Payout amounts are interpolated between threshold and target, and between target and maximum.
ANNUAL CASH BONUS
| | EBITDA (in millions) | EPS | Payout | | Threshold (Minimum) | $175 | $1.33 | 50% | | Target (Goal) | $250 | $1.90 | 100% | | Maximum | $375 | $3.00 | 200% |
ANNUAL CASH BONUS
Achievement below threshold results in no payout. After the conclusion of fiscal 2023, the Compensation Committee evaluated our performance against the EPS and EBITDA targets and determined that we achieved $2.97 for EPS and approximately $340.3 million for EBITDA. For fiscal 2023, achievement of strategic goals made up 20% of the annual bonus opportunity, and the goals were focused on three primary areas: strategic evaluation of our global business capacity footprint, successful launch and management of a European leasing business, and development and implementation of a short-term energy and greenhouse gas reduction strategy. After the conclusion of fiscal 2023, the Compensation Committee evaluated our performance against the strategic goals, and determined that the strategic goals were achieved at 137.5% of target. In reaching its determination, the Compensation Committee took note of, among other things, the following fiscal 2023 achievements: execution of a cost and capacity restructuring plan in Romania; reduction of several thousand euros per wagon in production costs; significant mitigation impact of the Ukrainian war through renegotiation of existing contracts; strategic evaluation of our North America production capacity and optimal production structure; origination and syndication of several hundred leases for railcars in Europe for fiscal 2023 and into fiscal 2024; continued progress toward new leasing and management infrastructure launch in early fiscal 2024; and completion of a pilot renewable energy project in Central Mexico with average monthly production of just over 67,000 kW hours. In accordance with the payout multiples described above, the Compensation Committee approved bonus payments to the NEOs in an amount that resulted in a total fiscal 2023 bonus payment for each NEO equaling 175.3% of the NEO’s respective fiscal 2023 target annual cash bonus opportunity. The actual fiscal 2023 annual bonus payments for the NEOs are presented in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
ANNUAL CASH BONUS
| | EBITDA (in millions) (weighted 40%) | EPS (weighted 40%) | Payout | | | Threshold (Minimum) | $175 | $1.33 | 50 | | | Target (Goal) | $250 | $1.90 | 100 | | | Actual | $340.3 | $2.97 | 175.3 | %(1) | | Maximum | $375 | $3.00 | 200 | |
ANNUAL CASH BONUS
| (1) Includes 137.5% of target for the strategic goal portion (weighted 20%) of the annual bonus opportunity. |
ANNUAL CASH BONUS
EBITDA for purposes of the annual cash bonus plan is a non-GAAP financial measure. We defined it as net earnings before interest and foreign exchange, income tax expense, depreciation and amortization, and the impact associated with items we do not believe are indicative of our core business or which affect comparability, such as asset disposal and exit related costs. EPS for purposes of the annual cash bonus plan is a non-GAAP financial measure. We defined it as diluted earnings per common share before the impact associated with items we do not believe are indicative of our core business or which affect comparability, such as asset disposal and exit related costs.
ANNUAL CASH BONUS
| | THE GREENBRIER COMPANIES |
LONG-TERM EQUITY AWARDS
LONG-TERM EQUITY AWARDS The most significant component of our NEO compensation program is long-term equity awards. These equity awards focus the efforts of our NEOs on the achievement of long-term objectives and align the interests of our executive officers with those of our shareholders. The value delivered by the equity awards is dependent on our stock price performance, and it is maximized when the Company achieves strong long-term performance. In fiscal 2023, these equity awards consisted of RSUs and PSUs. Performance-based RSUs are designed to focus attention on, and to reward the achievement of, our long-term financial objectives and sustained appreciation in shareholder value. As described in more detail below, in response to shareholder feedback, in fiscal 2023 we transitioned to a PSU program with a rTSR performance metric (as opposed to a rTSR modifier). We believe that the fiscal 2023 PSUs directly link a significant portion of our NEOs’ target total direct compensation to our stock price performance. At the end of a three-year performance period, a percentage ranging from 0% to 200% of the target number of PSUs initially awarded will be earned based on the extent to which the three-year goals are achieved. The three-year measurement period begins on September 1 and ends on August 31. The Compensation Committee approved the fiscal 2023 awards in October 2022. Approximately 60% of each NEO’s target fiscal 2023 equity awards was in the form of PSUs and approximately 40% was in the form of RSUs. We do not pay dividends on unearned RSUs or PSUs. The target value of the awards intended to be delivered to each NEO was converted into a number of RSUs and target PSUs based on the trailing 30-day average price of a share of our Common Stock. The amount of RSUs and PSUs (including minimum, target and maximum potential payouts) granted to the NEOs in fiscal 2023 are disclosed in the Grants of Plan-Based Awards in fiscal 2023 table on page 37. Together, RSUs and PSUs are important tools to motivate and retain our highly valuable executive officers, since the value of the awards is delivered to our executive officers over three-year periods, generally subject to their continued service. We may modify our equity award program from one fiscal year to the next, including performance targets, for our executive officers, including our NEOs, to continue to maintain a strong alignment of their interests with the interests of our shareholders.
Fiscal 2023 PSU Performance Metrics
Fiscal 2023 PSU Performance Metrics Our process for setting performance metrics, conducted at the beginning of each three-year performance period, includes goals related to profitability and return on invested capital while taking into account the cyclical nature of our business. Our targets are designed to incent behavior that enhances shareholder value at all points in the business cycle. The Compensation Committee typically grants equity awards to NEOs during its regularly scheduled meeting early in the fiscal year. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new-hires. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates. We generally establish our objectives depending on where we are in the business cycle. When backlog and demand are high and asset prices strong, we generally emphasize earning a higher return. When the market is weak and prices are under pressure, we generally emphasize making prudent decisions related to production capacity and other considerations, as well as investments at attractive prices, over attempting to earn unrealistic short-term returns. Making intelligent decisions at the right points in the cycle allows us to increase shareholder value over the long term by protecting our core business and market share. When appropriate and supported by the underlying economic conditions and market demand, the Compensation Committee will increase or decrease targets year-over-year to properly incent management. The Compensation Committee selected EBITDA, ROIC and rTSR as the metrics for fiscal 2023 PSUs, weighted 60%, 20% and 20% respectively, as follows:
Fiscal 2023 PSU Performance Metrics
| | EBITDA (in millions) | ROIC | rTSR | Payout | | Threshold (Minimum) | $600 | 6% | 25th %tile | 50% | | Target (Goal) | $900 | 10% | 50th %tile | 100% | | Maximum | $1,200 | 15% | 75th %tile | 200% |
Fiscal 2023 PSU Performance Metrics
Achievement below threshold results in no payout for the respective metric. Payout amounts are interpolated between threshold and target, and between target and maximum levels, as appropriate. Vesting is independent for each performance criteria. As in previous fiscal years, the Compensation Committee reviewed the use of EBITDA as a metric in both the annual bonus and long-term performance equity programs. We continue to believe that EBITDA is an important indicator of our operating performance and
Fiscal 2023 PSU Performance Metrics
| 2024 PROXY STATEMENT | |
Fiscal 2023 PSU Performance Metrics
correlates with increased shareholder value. We believe that ROIC is a meaningful overall measure of our business performance because it reflects our performance relative to our investments. In response to shareholder feedback, the fiscal 2023 PSU program includes an rTSR performance metric (as opposed to an rTSR modifier). We continue to believe that rTSR is a meaningful measure of shareholder value creation. The Compensation Committee selected the S&P 600 Index for the rTSR metric given its representation of our industry peers and that it is challenging relative to other potential benchmark indices. The Compensation Committee further believes that the S&P 600 Index is a proxy to measuring a broad and consistent group of companies that will experience similar market influences as the Company over the cycle of the PSU performance period.
Fiscal 2021 PSU Program Payout
Fiscal 2021 PSU Program Payout As disclosed in our proxy statement for our 2021 Annual Meeting and shown in the table below, the fiscal 2021 PSU program included EBITDA and ROIC goals over a 3-year performance period. The Compensation Committee selected EBITDA and ROIC as the metrics for performance grants in the fiscal 2021 annual PSU program with a relative TSR modifier to continue to focus on alignment of total shareholder return and executive compensation. Weighting of the metrics for the fiscal 2021 award was 80% for EBITDA, and 20% for ROIC to emphasize cash flow generation and earnings. Achievement below threshold would have resulted in no payout for the respective metric. The payout could have been increased or decreased by 10% based on relative TSR performance. The relative TSR modifier would have been used if the Company was in the top three or bottom three among the peers at the end of the 3-year measurement period. The target EBITDA and ROIC goals, and actual performance results, are set forth in the table below:
Fiscal 2021 PSU Program Payout
| | EBITDA (in millions) | ROIC | Payout | | Threshold (Minimum) | $500 | 6% | 50% | | Actual | $716.8 | 6.1% | 79.2% | | Target (Goal) | $800 | 10% | 100% | | Maximum | $1,200 | 15% | 200% |
Fiscal 2021 PSU Program Payout
At the end of fiscal 2023, the Compensation Committee determined that actual achievement of EBITDA was equal to 86.1% of target and actual achievement of ROIC was 51.3% of target. The TSR modifier was not applicable. Payout amounts were interpolated between threshold and target. EBITDA for purposes of the PSUs is a non-GAAP financial measure. We defined it as net earnings before interest and foreign exchange, income tax expense, depreciation and amortization, and the impact associated with items we do not believe are indicative of our core business or which affect comparability, such as asset disposal and exit related costs. ROIC for purposes of the PSUs is a non-GAAP financial measure. We defined it as the average annual net operating profit after cash taxes for the measurement period divided by the average invested capital for the four annual periods beginning from the last day of the prior fiscal year through the last day of the measurement period, excluding the impact associated with items we do not believe are indicative of our core business or which affect comparability, such as asset disposal and exit related costs.
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan The Company maintains a Nonqualified Deferred Compensation (NQDC) Plan that permits participants, including our NEOs, to elect to defer a portion of their compensation, including shares of stock or cash. The NQDC Plan does not pay or provide for preferential or above-market earnings. Amounts deferred under the plan are credited with hypothetical and/or actual earnings based on participant investment elections made from among investment options available under the plan. Messrs. Downes, Comstock and Krueger elected to participate in the NQDC Plan in fiscal 2023; none of the other NEOs elected to defer any portion of their fiscal 2023 cash or equity compensation under the NQDC Plan. The Company makes discretionary contributions to the NQDC Plan on behalf of participants. In January 2023, the Compensation Committee approved discretionary contributions equal to 6% of participants’ annual base salary earned plus actual bonus earned, in each case for the prior calendar year.
Termination and Change of Control Provisions
Termination and Change of Control Provisions We have entered into agreements with our NEOs that provide certain benefits if employment is terminated in connection with or within 24 months after a change of control (“COC”). The COC agreements are “double-trigger” agreements, meaning that benefits are payable only if a COC occurs and an executive’s employment is involuntarily terminated (including due to death, disability and a resignation by the NEO for “good reason”). In addition, our 2017 Amended and Restated Stock Incentive Plan (“2017 A&R Plan”) and 2021 Stock Incentive Plan and the related award agreements provide for full accelerated vesting of restricted stock and RSU awards upon termination of an NEO’s employment due to death or disability (with performance-based awards vesting at the target level). In the event of a COC in which equity awards are not converted, assumed, substituted or replaced, all restricted stock and RSU awards will vest in full (with performance-based awards vesting based on actual achievement and, for performance-based awards granted after 2020, prorated for the duration of the performance period prior to such COC). NEOs who have deferred a portion of their compensation under our NQDC Plan may be entitled to payment of deferred amounts upon a termination of employment or a COC, depending on the NEO’s deferral elections and payment triggering events. We believe that these protections serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value, including in the event of a transaction that could result in a COC of the Company. We believe that these protections promote the stability, continuity and impartiality of our executives in a COC situation. The level of protection is intended to be similar to that provided by similarly sized organizations.
NEO COMPENSATION FISCAL 2024
| 2024 Annual Incentive Metrics | 2024-2026 Long-Term Incentive Metrics | | • An earnings per share (EPS) metric, which accounts for 40% of the payout weighting to ensure alignment with shareholders’ interests • Continuing an EBITDA metric, which accounts for 40% of the payout weighting • Strategic goals, which account for 20% of payout weighting and are focused on three primary areas: manufacturing excellence, technology, and human capital management • EBITDA and EPS targets were set higher than 2023 achievement | • For PSUs, EBITDA, ROIC, and rTSR performance metrics, with 60%, 20% and 20%, respectively of the payout weighting • Retain weighting that is heavily performance-based with at least 60% of the awards being performance-based for our NEOs • Utilizing EBITDA and ROIC to incentivize earnings, operational cash flow and capital efficiency • EBITDA target is higher and ROIC is the same as the prior targets set in fiscal 2023 |
TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION
TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that the NEO might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.
ACCOUNTING FOR STOCK-BASED COMPENSATION
ACCOUNTING FOR STOCK-BASED COMPENSATION We follow the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for our stock-based awards. FASB ASC Topic 718 generally requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our NEOs as required by the applicable SEC rules. FASB ASC Topic 718 also generally requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award. For performance unit awards (including PSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | LORIE L. TEKORIUS Chief Executive Officer and President | 2023 | 900,000 | 2,819,190 | 1,735,470 | 184,821 | 5,639,481 | | | 2022 | 800,000 | 1,666,024 | 1,382,640 | 127,742 | 3,976,406 | | | 2021 | 675,000 | 1,638,078 | 666,792 | 116,218 | 3,096,088 | | ADRIAN J. DOWNES Senior Vice President, Chief Financial Officer | 2023 | 525,000 | 702,254 | 782,276 | 90,503 | 2,100,033 | | | 2022 | 508,333 | 527,594 | 711,209 | 66,221 | 1,813,357 | | | 2021 | 458,333 | 491,424 | 366,520 | 58,630 | 1,374,907 | | BRIAN J. COMSTOCK Executive Vice President, Chief Commercial and Leasing Officer | 2023 | 591,667(4) | 1,230,202 | 985,332 | 103,975 | 2,911,176 | | | 2022 | 562,500 | 1,110,684 | 879,582 | 115,041 | 2,667,807 | | | 2021 | 506,667 | 982,847 | 452,839 | 85,756 | 2,028,109 | | WILLIAM KRUEGER Senior Vice President, President Greenbrier Manufacturing Operations | 2023 | 560,000 | 861,138 | 932,596 | 104,917 | 2,458,651 | | MARTIN R. BAKER Senior Vice President, Chief Legal and Compliance Officer | 2023 | 465,000 | 645,875 | 733,631 | 87,894 | 1,932,400 |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (1) The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of the time-based RSUs granted to our NEOs in fiscal 2023, 2022 and 2021 and the performance-based RSUs granted to our NEOs in fiscal 2023, 2022 and 2021, as computed in accordance with ASC Topic 718, excluding estimated forfeitures. The estimated fair value of performance-based RSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which the performance-based RSUs were granted for accounting purposes. Performance-based RSUs include both corporate performance and market-related goals. Consistent with the applicable accounting standards, the grant date fair value of the market-related goal component has been determined using a Monte Carlo simulation model. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023. The grant date fair value of the fiscal 2023 performance-based RSUs assuming that the highest level of performance is achieved under the applicable performance measures is $3,503,874 for Ms. Tekorius; $872,785 for Mr. Downes; $1,528,975 for Mr. Comstock; $1,070,265 for Mr. Krueger and $802,730 for Mr. Baker. These amounts do not necessarily correspond to the actual value recognized by our NEOs. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (2) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect actual payments made under the annual cash bonus plan for fiscal 2023, 2022 and 2021. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (3) The amounts reported in the All Other Compensation column for fiscal 2023 consist of (i) $134,958, $74,173, $87,275, $79,116, and $68,194 in discretionary employer contributions under the NQDC Plan for Ms. Tekorius and Messrs. Downes, Comstock, Krueger, and Baker, respectively; (ii) $12,200 in matching employer contributions under the 401(k) plan for each NEO; (iii) $14,900, $4,130, $4,500, $2,400, and $7,500 in life insurance premiums for Ms. Tekorius and Messrs. Downes, Comstock, Krueger, and Baker, respectively, (iv) benefits related to spousal attendance at Company business events and executive medical benefits for Ms. Tekorius and Mr. Krueger and (v) an automobile allowance for Ms. Tekorius (which was discontinued in early fiscal 2023 when the Company discontinued the provision of Company-owned automobiles or automobile allowances). The value of such benefits was determined based on the actual cost of such benefits to the Company. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (4) The amount reported reflects a mid-year compensation increase. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| | THE GREENBRIER COMPANIES |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or RSUs(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | LORIE L. TEKORIUS | 10-18-22 | | | | 30,705 | 61,407 | 122,814 | | 1,751,937 | | | 10-18-22 | | | | | | | 40,938 | 1,067,253 | | | | 396,000 | 990,000 | 1,881,000 | | | | | | | ADRIAN J. DOWNES | 10-18-22 | | | | 7,649 | 15,296 | 30,592 | | 436,392 | | | 10-18-22 | | | | | | | 10,198 | 265,862 | | | | 178,500 | 446,250 | 847,875 | | | | | | | BRIAN J. COMSTOCK | 10-18-22 | | | | 13,399 | 26,796 | 53,592 | | 764,487 | | | 10-18-22 | | | | | | | 17,864 | 465,715 | | | | 228,000 | 570,000 | 1,083,000 | | | | | | | WILLIAM KRUEGER | 10-18-22 | | | | 9,380 | 18,757 | 37,514 | | 535,133 | | | 10-18-22 | | | | | | | 12,505 | 326,005 | | | | 212,800 | 532,000 | 1,010,800 | | | | | | | MARTIN R. BAKER | 10-18-22 | | | | 7,034 | 14,068 | 28,136 | | 401,364 | | | 10-18-22 | | | | | | | 9,379 | 244,511 | | | | 167,400 | 418,500 | 794,150 | | | | | |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| (1) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns reflect potential payments under the annual cash bonus opportunity for NEOs, if performance had been achieved at the threshold, target or maximum performance levels. Actual payments under the annual cash bonus opportunity earned for fiscal 2023 are reported in the Summary Compensation Table. See Compensation Discussion and Analysis above for additional details regarding the annual cash bonus opportunity. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| (2) The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards columns reflect payout opportunities of the performance-based RSUs granted under the 2021 Stock Incentive Plan. The performance-based RSUs generally vest at the end of the three-year performance period upon achieving set performance metrics, generally subject to the NEO’s continued service to us. See Compensation Discussion and Analysis above for additional details regarding the performance-based RSUs. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| (3) The amounts reported in this column reflect time-based RSUs granted under the 2021 Stock Incentive Plan, which, other than the time-based RSUs granted to Mr. Baker, generally vest annually over three years in equal installments, subject to the NEO’s continued service to us. Mr. Baker’s time-based RSUs generally vest annually over two years, subject to Mr. Baker’s continued service to us. See Compensation Discussion and Analysis above for additional details regarding the time-based RSUs. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| (4) The amounts reported in the Grant Date Fair Value of Stock Awards column reflect the aggregate grant date fair value of the time-based RSUs granted to our NEOs in fiscal 2023 and the performance-based RSUs granted to our NEOs in fiscal 2023, as computed in accordance with ASC Topic 718, excluding estimated forfeitures. The estimated fair value of performance-based RSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which the performance-based RSUs were granted for accounting purposes. Performance-based RSUs include both corporate performance and market-related goals. Consistent with the applicable accounting standards, the grant date fair value of the market-related goal component has been determined using a Monte Carlo simulation model. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| 2024 PROXY STATEMENT | |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | LORIE L. TEKORIUS | 6,574(2) | 279,789 | | | | | 9,126(3) | 388,403 | | | | | 40,938(4) | 1,742,321 | | | | | | | 29,586(7) | 1,259,180 | | | | | 18,481(8) | 786,551 | | | | | 30,705(9) | 1,306,805 | | ADRIAN J. DOWNES | 1,972(2) | 83,928 | | | | | 2,890(3) | 122,998 | | | | | 10,198(4) | 434,027 | | | | | | | 8,876(7) | 377,763 | | | | | 5,853(8) | 249,104 | | | | | 7,649(9) | 325,541 | | BRIAN J. COMSTOCK | 3,944(2) | 167,857 | | | | | 6,084(3) | 258,935 | | | | | 17,864(4) | 760,292 | | | | | | | 17,752(7) | 755,525 | | | | | 12,321(8) | 524,382 | | | | | 13,399(9) | 570,261 | | WILLIAM KRUEGER | 2,404(5) | 102,314 | | | | | 4,639(3) | 197,436 | | | | | 12,505(4) | 532,213 | | | | | | | 9,615(7) | 409,214 | | | | | 6,263(8) | 266,553 | | | | | 9,380(9) | 399,213 | | MARTIN R. BAKER | 2,739(2) | 116,572 | | | | | 3,802(3) | 161,813 | | | | | 9,379(6) | 399,170 | | | | | | | 12,328(7) | 524,680 | | | | | 7,701(8) | 327,755 | | | | | 7,034(9) | 299,367 |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (1) Amounts calculated based on the closing price of our common stock on NYSE on August 31, 2023 (the last trading day of our fiscal year), which was $42.56. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (2) Time-based RSUs granted on October 20, 2020, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (3) Time-based RSUs granted on October 20, 2021, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (4) Time-based RSUs granted on October 18, 2022, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (5) Time-based RSUs granted on October 20, 2020, 50% vesting on the first anniversary of the grant date and 25% vesting on each of the second and third anniversary of the grant date, generally subject to continued service to us. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (6) Time-based RSUs granted on October 18, 2022, vesting on the first and second anniversary of the grant date in equal installments, generally subject to continued service to us. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (7) Performance-based RSUs granted on October 20, 2020, and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2023. The number of shares and payout value included in the table for these awards are calculated based on achieving target performance goals. In early fiscal 2024, the Compensation Committee determined that 79.2% of each NEO’s target PSUs were earned based on the three-year performance period, and such PSUs became vested. See Compensation Discussion and Analysis above for additional details regarding these awards. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (8) Performance-based RSUs granted on October 20, 2021, and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2024. The number of shares and payout value included in the table for these awards are calculated based on achieving target EBITDA goals and threshold ROIC goals. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| (9) Performance-based RSUs granted on October 18, 2022, and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2025. The number of shares and payout value included in the table for these awards are calculated based on achieving threshold performance goals. See Compensation Discussion and Analysis above for additional details regarding the performance-based RSUs. |
OUTSTANDING EQUITY AWARDS AS OF 2023 FISCAL YEAR-END
| | THE GREENBRIER COMPANIES |
STOCK VESTED DURING FISCAL YEAR 2023
STOCK VESTED DURING FISCAL YEAR 2023
STOCK VESTED DURING FISCAL YEAR 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | LORIE L. TEKORIUS | 38,982 | 1,388,479 | | ADRIAN J. DOWNES | 5,056 | 129,458 | | BRIAN J. COMSTOCK | 10,266 | 262,868 | | WILLIAM KRUEGER | 4,724 | 121,218 | | MARTIN R. BAKER | 7,455 | 190,817 |
STOCK VESTED DURING FISCAL YEAR 2023
| (1) The Value Realized on Vesting is calculated by multiplying the number of shares vested by the closing price on the day immediately preceding the relevant vesting date. |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023 This table provides information about the NEOs’ earnings and balances under our NQDC Plan in fiscal year 2023 as well as Company contributions made in fiscal year 2023.
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023
| Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | LORIE L. TEKORIUS | 0 | 134,958 | 65,315 | 0 | 800,181 | | ADRIAN J. DOWNES | 31,500 | 74,173 | 722,427 | 0 | 2,835,213 | | BRIAN J. COMSTOCK | 439,791 | 87,275 | 190,723 | 0 | 3,168,127 | | WILLIAM KRUEGER | 667,633 | 79,116 | 107,576 | 0 | 1,496,978 | | MARTIN R. BAKER | 0 | 68,194 | 67,834 | 0 | 669,485 |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023
| (1) All of the amounts reported in these columns are reported as fiscal year 2023 compensation in the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023
| (2) The NQDC Plan does not pay above-market or preferential earnings, therefore no earnings reported in this column are reported as fiscal 2023 compensation in the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023
| (3) The following amounts were reported in prior fiscal year summary compensation tables: $435,142, $303,274, and $1,015,966 for Ms. Tekorius and Messrs. Downes and Comstock, respectively. |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2023
The NQDC Plan permits participants, including the NEOs, to elect to defer a portion of their compensation, including shares of stock awarded under the Company’s long-term incentive plan. In January 2023, the Compensation Committee approved discretionary contributions equal to 6% of participants’ annual base salary earned plus actual bonus earned, in each case for the prior calendar year. See Compensation Discussion and Analysis above for more details regarding the NQDC Plan.
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship between the annual total compensation of our CEO, Lorie L. Tekorius, and the annual total compensation of our median employee (excluding our CEO) for our last completed fiscal year, which ended August 31, 2023. We identified our median employee by examining compensation information derived from payroll records for all employees, excluding the CEO, respectively, who were employed by us on August 31, 2023. As of such date, over 80% of employees were located outside the United States. In identifying our median employee, we selected actual base salary (for salaried employees) and wages (for hourly employees), including any applicable bonus or profit sharing, respectively, for the 12-month period ended August 31, 2023, as the most appropriate measure of compensation and consistently applied that measure to all employees included in the calculation. In addition, in accordance with the “de minimis” exception set forth in Item 402(u)(4)(ii), we have chosen to exclude 198 employees in Turkey and 3 employees in Canada from the employee numbers noted below in determining of the median employee.
Pay Ratio
| • | The median of the annual total compensation of all of our employees (other than Ms. Tekorius), including our consolidated subsidiaries, was approximately $15,572. |
Pay Ratio
| • | Ms. Tekorius’ annual total compensation, as reported in the Summary Compensation Table included in this proxy statement, was $5,639,481. |
Pay Ratio
| • | Based on the above, for fiscal 2023, the ratio of Ms. Tekorius’ annual total compensation to the median of the annual total compensation of all employees (other than Ms. Tekorius) was approximately 362 to 1. |
Pay Ratio
| • | We determined the median of the annual total compensation of our employees as of August 31, 2023, at which time we (including our consolidated subsidiaries) had approximately 13,756 full-time and part-time employees, including interns, of which approximately 2,346 were U.S. employees, and approximately 11,410 (or approximately 83% of our total employee population as of August 31, 2023, excluding acquired employees) were located outside of the United States. |
Pay Ratio
| • | We compared the actual base salary (for salaried employees) and wages (for hourly employees), including any applicable bonus or profit sharing, respectively, for the 12-month period ended August 31, 2023, to determine the median employee. Compensation paid in foreign currency was converted to U.S. dollars using a spot exchange rate on August 31, 2023. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the U.S. |
Pay Ratio
Once we identified our median employee, we estimated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.
Pay Ratio
| | THE GREENBRIER COMPANIES |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
Pay Versus Performance
| | | | | | Average Summary Compensation Table Total for Non-PEO NEOs (5) (d) | Average Compensation Actually Paid to Non-PEO NEOs (6) (e) | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for First PEO (1) (b) | Summary Compensation table Total for Second PEO (2) (b) | Compensation Actually Paid to First PEO (3) (c) | Compensation Actually Paid to Second PEO (4) (c) | | | Total Shareholder Return (7) (f) | Peer Group Total Shareholder Return (8) (g) | Net Income ($MM) (9) (h) | EBITDA ($MM) (10) (i) | | 2023 | N/A | $5,639,481 | N/A | $8,638,530 | $2,350,565 | $3,229,980 | $171.31 | $142.79 | $62.5 | $340.3 | | 2022 | $6,633,675 | N/A | $2,293,623 | N/A | $3,058,323 | $1,618,067 | $111.03 | $135.31 | $46.9 | $231.3 | | 2021 | $5,580,229 | N/A | $9,401,783 | N/A | $2,487,885 | $3,769,096 | $167.05 | $153.97 | $32.4 | $150.3 |
Pay Versus Performance
| (1) This column represents the amount of total compensation reported for Bill Furman (our former Chief Executive Officer and former Executive Chairman) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year (such total for the applicable executive, “total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. |
Pay Versus Performance
| (2) This column represents the amount of total compensation reported for Lorie L. Tekorius (our Chief Executive Officer and President) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |
Pay Versus Performance
| (3) This column represents the amount of “compensation actually paid” to Mr. Furman, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Furman during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Furman’s total compensation for each fiscal year to determine the “compensation actually paid”: |
Pay Versus Performance
| Fiscal Year | Reported Summary Compensation Table Total for First PEO (a) | Reported Summary Compensation Table Value of First PEO Equity Awards (b) | Adjusted Value of First PEO Equity Awards (c) | Compensation Actually Paid to First PEO | | 2023 | N/A | N/A | N/A | N/A | | 2022 | $6,633,675 | $3,257,308 | ($1,082,744) | $2,293,623 | | 2021 | $5,580,229 | $3,421,997 | $7,243,551 | $9,401,783 |
Pay Versus Performance
| (a) This column represents the amount of total compensation reported for Mr. Furman for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. |
Pay Versus Performance
| (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of First PEO Equity Awards column in order to arrive at compensation actually paid. |
Pay Versus Performance
| (c) This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Mr. Furman to arrive at “compensation actually paid” to Mr. Furman for such Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows: |
Pay Versus Performance
| Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | $2,645,006 | ($3,661,878) | $0 | $87,108 | $271,545 | $118,565 | ($1,082,744) | | 2021 | $4,619,077 | $1,335,943 | $863,558 | $286,784 | $18,637 | $156,826 | $7,243,551 |
Pay Versus Performance
| The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative TSR-based) performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. |
Pay Versus Performance
| 2024 PROXY STATEMENT | |
Pay Versus Performance
| (4) This column represents the amount of “compensation actually paid” to Ms. Tekorius, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Ms. Tekorius during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Tekorius’ total compensation for each fiscal year to determine the “compensation actually paid”: |
Pay Versus Performance
| Fiscal Year | Reported Summary Compensation Table Total for Second PEO (a) | Reported Summary Compensation Table Value of Second PEO Equity Awards (b) | Adjusted Value of Second PEO Equity Awards (c) | Compensation Actually Paid to Second PEO | | 2023 | $5,639,481 | $2,819,190 | $5,818,240 | $8,638,530* | | 2022 | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A |
Pay Versus Performance
| * Any differences in total values are due to rounding. |
Pay Versus Performance
| (a) This column represents the amount of total compensation reported for Ms. Tekorius for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |
Pay Versus Performance
| (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of Second PEO Equity Awards column in order to arrive at compensation actually paid. |
Pay Versus Performance
| (c) This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the Subject Year. For a Subject Year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Ms. Tekorius to arrive at “compensation actually paid” to Ms. Tekorius for such Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows: |
Pay Versus Performance
| Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2023 | $4,758,620 | $681,771 | $0 | $268,605 | $0 | $109,244 | $5,818,240 | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Pay Versus Performance
| The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative TSR-based) performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. |
Pay Versus Performance
| (5) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal 2023, Adrian J. Downes, Brian J. Comstock, William Krueger and Martin R. Baker; (ii) for fiscal 2022, Lorie L. Tekorius, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes; and (iii) for fiscal 2021, Lorie L. Tekorius, Mark J. Rittenbaum, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes. |
Pay Versus Performance
| (6) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) for each fiscal year to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c): |
Pay Versus Performance
| Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs (a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards (b) | Average Non- PEO NEO Adjusted Value of Equity Awards (c) | | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,350,565 | $859,867 | | 1,739,282 | $3,229,980 | | 2022 | $3,058,323 | $1,157,446 | ($ | 282,810) | $1,618,067 | | 2021 | $2,487,885 | $1,113,900 | | 2,395,110 | $3,769,096* |
Pay Versus Performance
| (a) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. |
Pay Versus Performance
| (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in each applicable fiscal year. Please refer to the Executive Compensation Tables section of the Company’s Proxy Statement for the applicable fiscal year. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. |
Pay Versus Performance
| | THE GREENBRIER COMPANIES |
Pay Versus Performance
| (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in each applicable fiscal year determined using the same methodology described above in Note 2(c). For each fiscal year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) to arrive at “compensation actually paid” to each NEO (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) for that fiscal year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) for that fiscal year. The amounts added or subtracted to determine the adjusted average amount are as follows: |
Pay Versus Performance
| Fiscal Year | Average Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Average Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | | Average Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year and Vested in the Fiscal Year | Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Average Value of Equity Awards | | | 2023 | $1,451,403 | | 296,516 | $0 | ($ | 23,185) | $0 | $14,548 | | 1,739,282 | | 2022 | $683,619 | ($ | 984,268) | $0 | | 3,390 | $38,362 | $52,811 | ($ | 282,810) | | 2021 | $1,502,457 | | 562,020 | $0 | | 305,706 | $2,423 | $27,350 | | 2,395,110 |
Pay Versus Performance
| (7) This column represents cumulative Company total shareholder return (“TSR”) and is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
Pay Versus Performance
| (8) This column represents cumulative peer group TSR computed in accordance with Note 7. The peer group used for this purpose is the following published industry index: S&P 600 Index. |
Pay Versus Performance
| (9) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
Pay Versus Performance
| (10) This column represents EBITDA, a non-GAAP financial measure. See Compensation Discussion and Analysis above for additional information regarding the use of this metric and a reconciliation to GAAP. |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following charts of the relationships between information presented in the Pay versus Performance table. As illustrated in the disclosures above, while the Company’s performance across the disclosed financial measures generally improved, compensation actually paid generally decreased, in each case over the period covered by the disclosure. Our cumulative TSR increased by more than 70% from fiscal 2021 through fiscal 2023; our fiscal 2023 net income increased more than 90% relative to net income for fiscal 2021; and our fiscal 2023 EBITDA increased more than 100% relative to fiscal 2021 EBITDA. Fiscal 2023 compensation actually paid to our PEO was lower than the compensation actually paid to our PEO for 2021. In addition, the average fiscal 2023 compensation actually paid to our non-PEO NEOs was lower than in fiscal 2021.
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| | THE GREENBRIER COMPANIES |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| 2024 PROXY STATEMENT | |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| PROPOSAL 2 | ADVISORY APPROVAL OF EXECUTIVE COMPENSATION |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
As required by Section 14A of the Exchange Act, we are asking our shareholders to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in the “Compensation Discussion and Analysis” section beginning on page 24, and the related compensation tables and narratives that follow such section. This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. We currently hold our Say-on-Pay vote every year. At our 2023 Annual Meeting, we held a Say-on-Pay vote on the compensation of our NEOs for fiscal 2022, which received the support of approximately 80% of the votes cast. This was lower than the Say-on-Pay vote support of approximately 88% of the votes cast at our 2022 Annual Meeting for the compensation of our NEOs for fiscal 2021. The Compensation Committee and our full Board took the Say-on-Pay vote outcome seriously. Following our 2023 Annual Meeting, we contacted institutional shareholders representing approximately 74% of our shares (including 100% of our shares represented by our top 20 shareholders) to, among other things, discuss our executive compensation program, policies, and practices, solicit feedback and ensure that we had insight into the issues that were most important to our shareholders so that we could better understand their perspectives, as set out in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. In order for this Proposal 2 to be approved, the number of votes cast “FOR” approval must exceed the number of votes cast “AGAINST” approval. Broker discretionary voting of uninstructed shares is not permitted on this Proposal 2. Abstentions will not affect the outcome of voting on this Proposal 2. If no instructions are given on your proxy, the proxy will be voted “FOR” approval. The Say-on-Pay vote is advisory, and therefore is not binding on us, our Compensation Committee or our Board. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will consider when determining executive compensation for the remainder of the current fiscal year and beyond. We believe that our executive compensation program is effective in achieving the Company’s objectives of:
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| • | Aligning the interests of key executives with the success of the business, our shareholders and other stakeholders |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| • | Attracting, developing, retaining and motivating key executives to drive our business and financial performance |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| • | Linking a significant amount of executive compensation to achievement of pre-established financial metrics and business goals that are directly tied to our overall business strategy |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| • | Incentivizing the management team to create shareholder value by balancing growth and return on capital at all points in the business cycle |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting on January 5, 2024: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RESOLUTION set forth in proposal 2 above, on an advisory basis. Unless marked otherwise, proxies received will be voted FOR this proposal. |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| | THE GREENBRIER COMPANIES |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| PROPOSAL 3 | ADVISORY APPROVAL OF FREQUENCY OF EXECUTIVE COMPENSATION VOTE |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
Section 14A of the Exchange Act provides that shareholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory approval of the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the SEC, which we refer to as an “advisory approval of the compensation of our named executive officers”. By voting with respect to this Proposal 3, shareholders may indicate whether they would prefer that we conduct future advisory approval of the compensation of our named executive officers once every one, two, or three years. Shareholders also may, if they wish, abstain from casting a vote on this proposal. Our Board has determined that an annual advisory approval of the compensation of our named executive officers will allow our shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters. Our shareholders voted on a similar proposal in 2018, and we currently hold the Say-on-Pay vote every year. The Company recognizes that the shareholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our shareholders as to their preferences on the frequency of an advisory approval of the compensation of our named executive officers. This vote is advisory and not binding on the Company, our Board, or our Compensation Committee in any way. The Board and the Compensation Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory approvals of the compensation of our named executive officers. The Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory approval of the compensation of our named executive officers more frequently than the frequency receiving the most votes cast by our shareholders. It is expected that the next Say-on-Pay frequency vote will occur at the 2030 Annual Meeting of Shareholders. The proxy card provides shareholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the recommendation of the Board. “RESOLVED, that the Company’s shareholders approve, on an advisory basis, for the option of once every “1 YEAR” as the preferred frequency for advisory approval of the compensation of our named executive officers.”
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE ON PROPOSAL 3 TO HOLD SAY-ON-PAY VOTES EVERY “1 YEAR”. |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| 2024 PROXY STATEMENT | |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
| PROPOSAL 4 | APPROVE AN AMENDMENT AND RESTATEMENT OF THE 2014 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED |
DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
The Board has approved an amendment and restatement of the 2014 Employee Stock Purchase Plan, as amended (the “2014 Plan,” and as amended and restated, The Greenbrier Companies, Inc. Employee Stock Purchase Plan or the “ESPP”). Among other things, the ESPP extends the expiration date of the 2014 Plan, which would have otherwise expired on February 29, 2024. The expiration date of the ESPP is February 28, 2029, unless terminated earlier pursuant to its terms. The ESPP also includes clarifications and updates related to foreign participants, company trading restrictions, and plan administration. The amendment and restatement of the 2014 Plan as the ESPP is contingent upon shareholder approval. As of August 31, 2023, 545,514 shares remained available for issuance under the 2014 Plan, and would continue to be available under the ESPP if approved by shareholders. The ESPP provides a convenient way for employees to purchase shares of the Company’s Common Stock through payroll deductions and a method by which the Company may assist and encourage its employees to become shareholders. The following summary of the material provisions of the ESPP does not purport to be complete, and is subject to and qualified in its entirety by the complete text of the ESPP. A complete copy of the ESPP is available in this Proxy Statement attached as Appendix B. Summary of The Greenbrier Companies, Inc.
RESTRICTIONS ON DIRECTORS AND EXECUTIVE OFFICERS
RESTRICTIONS ON DIRECTORS AND EXECUTIVE OFFICERS Notwithstanding any provision of the ESPP or of any subscription, payroll deduction authorization or other document or instrument to the contrary, directors of the Company and each person who will have been designated by the Board as an “executive officer” for purposes of Section 16 of the Securities Exchange Act will be bound by the provisions in the Company’s insider trading policy as may be amended from time to time.
Stock Ownership of Certain Beneficial Owners and Management
| (5) Excludes 10,451 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2023. |
Stock Ownership of Certain Beneficial Owners and Management
| (6) Excludes 3,418 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2023. |
Stock Ownership of Certain Beneficial Owners and Management
| (7) Excludes 6,481 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2023. |
Stock Ownership of Certain Beneficial Owners and Management
| (8) Excludes 39,518 shares held in the Nonqualified Deferred Compensation Plan that will be settled solely in cash. |
Stock Ownership of Certain Beneficial Owners and Management
| (9) Includes 75,381 time-vesting RSUs that vest within 60 days after September 30, 2023, and/or 79,518 shares held in the Nonqualified Deferred Compensation Plan that the applicable individual has a right to acquire within 60 days after September 30, 2023. |