DEF 14A of Greenbrier Companies Inc, Nov 14, 2024

DEF 14A of Greenbrier Companies Inc

Filed Nov 14, 2024 · FY20240001193125-24-258651

Open on EDGAR

  1. ITEMS TO BE VOTED ON

    | | Non-Qualified Deferred Compensation in Fiscal Year 2024 | 42 | | | Termination and Change of Control Provisions | 42 | | | Pay Ratio | 46 | | | Pay Versus Performance | 47 | | | Equity Compensation Plan Information | 51 | | 52 | PROPOSAL 2 Advisory Approval of Executive Compensation | | | 53 | Ownership of Greenbrier Common Stock | | | | Stock Ownership of Certain Beneficial Owners and Management | 53 | | | Delinquent Section 16(a) Reports | 54 | | 55 | PROPOSAL 3 Ratification of Appointment of Independent Auditors | | | | Fees Paid to KPMG | 55 | | | Report of the Audit Committee | 56 | | 57 | Annual Meeting Information | | | | Online Meeting | 57 | | | Voting Securities and Solicitation of Proxies | 57 | | | Single and Multiple Mailings | 57 | | | Other Business | 58 | | | Additional Information | 58 | | | Shareholder Proposals | 58 | | | Incorporation by Reference | 59 | | A-1 | APPENDIX A Policy Regarding the Approval of Audit and Non-audit Services Provided by the Independent Auditor | | | | Purpose and Applicability | A-1 | | | Policy Statement | A-1 | | | Delegation of Pre-Approval | A-2 | | | Prohibited Services | A-2 | | | Audit Committee Review of Services | A-3 | | | Amendments | A-3 | | | Effective Date | A-3 |

  2. Election of Directors

    Election of Directors

  3. 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 I directors nominated for a three-year term. See “Proposal 1, Election of Directors” on page 23 of this Proxy Statement. |

  4. Director Nominees

    Director Nominees The following table summarizes the qualifications of the director nominees.

  5. Director Nominees

    | | THOMAS B. FARGO Admiral Fargo has served as a member of the Board since 2015, having served as Lead Director from January 2021 through August 2022 and serving as Chair of the Board of Directors since September 2022. He is a retired military commander with subsequent private sector experience in maritime and other transportation industries. Admiral Fargo brings executive leadership and operational, manufacturing and international expertise to the Board. The Board recommends a vote “FOR” Admiral Fargo. | | | ANTONIO O. GARZA 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 brings international expertise and rail industry, legal and governmental experience to the Board. The Board recommends a vote “FOR” Ambassador Garza. | | | JAMES R. HUFFINES Mr. Huffines has served as a member of the Board since 2021. Mr. Huffines has over 35 years of experience in banking and finance, having 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. Mr. Huffines brings banking and finance expertise, public company and governmental experience to the Board. The Board recommends a vote “FOR” Mr. Huffines. |

  6. Director Nominees

    | 2025 PROXY STATEMENT | |

  7. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    NOMINEES FOR ELECTION AT THE ANNUAL MEETING

  8. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Thomas B. Fargo (Chair of the Board and Chair of the Compensation Committee) | | | | Age: 76 Director Since: 2015 | Current Term Expiration: 2025 |

  9. Experience

    Experience Admiral Fargo has served as a member of the Board since 2015. He was Lead Director from January 2021 through August 2022, and was elected Chair of the Board of Directors in September 2022. 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. 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., Matson, Inc. and Hawaiian Airlines.

  10. Qualifications

    Qualifications Admiral Fargo brings executive leadership and operational, manufacturing and international expertise to the Board.

  11. Qualifications

    | | THE GREENBRIER COMPANIES |

  12. Qualifications

    | | Antonio O. Garza (Director) | | | | Age: 65 Director Since: 2021 | Current Term Expiration: 2025 |

  13. 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 (CPKC), 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.

  14. Qualifications

    Qualifications Ambassador Garza brings international expertise as well as rail, legal and governmental experience to the Board.

  15. Qualifications

    | | James R. Huffines (Director) | | | | Age: 73 Director Since: 2021 | Current Term Expiration: 2025 |

  16. Experience

    Experience Mr. Huffines has served as a member of the Board since 2021. Mr. Huffines has over 40 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. The UT System had an annual budget of $21 billion. He also was on the Board and served on the Audit and Compensation Committee 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 $2.5 billion privately owned financial institution.

  17. 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.”

  18. Qualifications

    | 2025 PROXY STATEMENT | |

  19. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  20. CONTINUING DIRECTORS

    | | Lorie L. Tekorius (Director and Chief Executive Officer) | | | | Age: 57 Director Since: 2022 | Current Term Expiration: 2027 |

  21. 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 (COO), leading strategic planning, maintenance services, management services and the accounting, finance, human resources, and other corporate functions. Ms. Tekorius joined Greenbrier in 1995 and served in various financial and operating roles of increasing responsibility. In 2016, she was appointed Executive Vice President (EVP), Chief Financial Officer (CFO), a role where she was recognized as Oregon’s 2017 CFO of the Year by the Portland Business Journal. In 2018, she was promoted to EVP, COO. Also 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.

  22. 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.

  23. Qualifications

    | | Wanda F. Felton (Director) | | | | Age: 66 Director Since: 2017 | Current Term Expiration: 2026 |

  24. 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.

  25. 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.

  26. Qualifications

    | | THE GREENBRIER COMPANIES |

  27. Qualifications

    | | Graeme A. Jack (Director and Chair of the Audit Committee) | | | | Age: 73 Director Since: 2006 | Current Term Expiration: 2026 |

  28. 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 2023, and COSCO SHIPPING Development Company Limited from 2015 to 2021.

  29. 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.”

  30. Qualifications

    | | Wendy L. Teramoto (Director) | | | | Age: 50 Director Since: 2019 | Current Term Expiration: 2026 |

  31. Experience

    Experience Ms. Teramoto has served as a member of the Board since 2019. She has been a senior investment management professional with an affiliate of Fairfax Financial Holdings Limited since 2018. From 2017 to 2018, she served in a senior capacity at the United States Department of Commerce. Until 2017, Ms. Teramoto was a Managing Director and a senior investment management professional, and a founding partner, at a New York-based private equity firm affiliated with Invesco Ltd. Ms. Teramoto has served as a board member for several companies in the transportation sector. In addition to serving on many private boards, Ms. Teramoto previously served on the Greenbrier Board from 2009 to 2017, and on the board for Navigator Holdings Ltd. from 2014 to 2017.

  32. Qualifications

    Qualifications Ms. Teramoto brings investment management and financial expertise, and experience with manufacturing and other heavy industry companies to the Board. Additionally, Ms. Teramoto is an “audit committee financial expert” under NYSE and SEC rules.

  33. Qualifications

    | 2025 PROXY STATEMENT | |

  34. Qualifications

    | | Kelly M. Williams (Director and Chair of the Nominating and Corporate Governance Committee) | | | | Age: 60 Director Since: 2015 | Current Term Expiration: 2027 |

  35. 2024 Non-Employee Director Compensation

    2024 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. The program addresses the time, effort, expertise, and accountability required of active Board membership. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2024 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”). The Board believes that the fiscal 2024 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.

  36. FISCAL 2024 DIRECTOR COMPENSATION

    FISCAL 2024 DIRECTOR COMPENSATION The following table summarizes the compensation of the non-employee Board members for fiscal year 2024. Ms. Tekorius did not receive compensation for her service as a director in fiscal 2024. Ms. Tekorius’ compensation for her service as an employee is discussed in the executive compensation disclosures below.

  37. FISCAL 2024 DIRECTOR COMPENSATION

    FISCAL 2024 DIRECTOR COMPENSATION

  38. FISCAL 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Thomas B. Fargo | 295,000 | 182,128 | — | 477,128 | | Wanda F. Felton | 117,500 | 182,128 | — | 299,628 | | William A. Furman | 50,000(2) | —(3) | — | 50,000 | | Antonio O. Garza | 116,250 | 182,128 | — | 298,378 | | James R. Huffines | 116,563 | 182,128 | — | 298,690 | | Graeme A. Jack | 145,000 | 182,128 | — | 327,128 | | Patrick J. Ottensmeyer | 128,646 | 182,128 | 195,090(4) | 505,864 | | Charles J. Swindells | 50,000(2) | — | 120,000(5) | 170,000 | | Wendy L. Teramoto | 117,500 | 182,128 | — | 299,628 | | Kelly M. Williams | 140,000 | 182,128 | — | 322,128 |

  39. FISCAL 2024 DIRECTOR COMPENSATION

    | (1) The amounts in the Stock Awards column reflect the aggregate grant date fair value of RSUs granted to directors in fiscal 2024 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 the director if and when the RSU awards vest. As of August 31, 2024, each director, except for Mr. Ottensmeyer, held 3,910 unvested RSUs and 69 corresponding dividend equivalent rights; Mr. Ottensmeyer held no unvested equity awards. In addition, as of August 31, 2024, Mr. Furman held 35,216 unvested performance-based restricted stock units (PSUs) (assuming target achievement) granted to him in his role as Chief Executive Officer prior to his retirement. |

  40. FISCAL 2024 DIRECTOR COMPENSATION

    | (2) Messrs. Furman and Swindells did not stand for re-election at the 2024 Annual Meeting of Shareholders to serve an additional term as directors. |

  41. FISCAL 2024 DIRECTOR COMPENSATION

    | (3) In fiscal 2024, Mr. Furman received 42,916 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. |

  42. FISCAL 2024 DIRECTOR COMPENSATION

    | (4) Mr. Ottensmeyer unexpectedly passed away in July 2024. 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. |

  43. FISCAL 2024 DIRECTOR COMPENSATION

    | (5) Represents consulting fees paid to Mr. Swindells in fiscal 2024 pursuant to a consulting agreement with the Company entered into in January 2016. |

  44. 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.

  45. 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 58-59.

  46. Communication with the Board

    | | THE GREENBRIER COMPANIES |

  47. Communication with the Board

    | PROPOSAL 1 | ELECTION OF DIRECTORS |

  48. Communication with the Board

    Our Nominating and Corporate Governance Committee and the Board of Directors have recommended the following three nominees for election, each of whom are Class I directors: Thomas B. Fargo; Antonio O. Garza; and James R. Huffines. The Class I candidates are nominated to serve a three-year term, until the Annual Meeting of Shareholders in 2028, 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.

  49. Communication with the Board

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF Admiral Fargo, Ambassador Garza, and Mr. Huffines. Unless marked otherwise, proxies received will be voted FOR the election of the three nominees. |

  50. Communication with the Board

    Directors are divided into three classes, with three directors each in Class I and Class II and two directors in 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.

  51. Communication with the Board

    | | | | Committee Memberships | | | | | Name | Independent | Director Since | Audit | Compensation | Nominating/ Corp. Gov. | Expiration of Current Term | | Class I Directors (nominees for election) | | | | | | | | Thomas B. Fargo Age: 76 Chair of the Board | 🌑 | 2015 | | Chair | 🌑 | 2025 | | Antonio O. Garza Age: 65 Director | 🌑 | 2021 | 🌑 | | 🌑 | 2025 | | James R. Huffines Age: 73 Director | 🌑 | 2021 | Financial Expert | 🌑 | | 2025 | | Class II Directors | | | | | | | | Wanda F. Felton Age: 66 Director | 🌑 | 2017 | Financial Expert | | 🌑 | 2026 | | Graeme A. Jack Age: 73 Director | 🌑 | 2006 | Chair, Financial Expert | 🌑 | 🌑 | 2026 | | Wendy L. Teramoto Age: 50 Director | 🌑 | 2019 | Financial Expert | 🌑 | | 2026 | | Class III Directors | | | | | | | | Lorie L. Tekorius Age: 57 Director and CEO | | 2022 | | | | 2027 | | Kelly M. Williams Age: 60 Director | 🌑 | 2015 | 🌑 | 🌑 | Chair | 2027 |

  52. Communication with the Board

    | 2025 PROXY STATEMENT | |

  53. Communication with the Board

    FISCAL 2024 EXECUTIVE COMPENSATION

  54. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY Our executive compensation program is thoughtfully designed to attract, motivate and retain high-caliber executives who drive our success, to promote teamwork in a straightforward and effective way, and to emphasize the executive’s shared responsibility for our overall success. Over the years, the program has evolved while maintaining an overarching philosophy aimed at achieving strong alignment with our shareholders’ interests. Consequently, 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 2024 PSU program is described in more detail on pages 31-32. Listed below are highlights of our fiscal 2024 executive compensation policies and practices:

  55. 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 | | ✔ | Independent compensation consultant engaged by the Compensation Committee | | ✔ | 100% independent directors on the Compensation Committee | | ✔ | Limited perquisites |

  56. EXECUTIVE SUMMARY

    | WHAT WE DON’T DO | | | ✖ | No “single trigger” change of control payments and benefits | | ✖ | No gross-ups 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 | | ✖ | No employment agreements with executive officers that provide for a guaranteed term of employment |

  57. PRINCIPLES

    | • | Align the interests of key executives with the long-term success of the business, our shareholders, and other stakeholders |

  58. PRINCIPLES

    | • | Annual incentive awards should be aligned with the Company’s operating, financial, and strategic objectives while considering the cyclical nature of our business |

  59. PRINCIPLES

    | • | Long-term incentive plans should promote retention and reward absolute performance as well as relative performance to appropriate peers |

  60. 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.

  61. ROLE OF THE COMPENSATION COMMITTEE

    | • | Reviewing and approving CEO and executive officer change of control agreements and other special benefits, including supplemental retirement benefits |

  62. 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 2024 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 2024: (i) advice on 2024 executive officer bonus program structure, performance goals and targets, and bonus amounts; (ii) advice on 2024 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.”

  63. PEER GROUP

    PEER GROUP Greenbrier’s fiscal 2024 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 2024, the Compensation Committee removed Triton International, as it was acquired by Brookfield Infrastructure Partners LP. Our fiscal 2024 peer group is:

  64. 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) Wabash National (WNC) Westinghouse Air Brake (WAB) |

  65. 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.

  66. 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 table below shows the target annual bonus opportunity for each NEO as a percentage of his or her base salary at fiscal end 2023 and 2024.

  67. ANNUAL CASH BONUS

    | Named Executive Officer | Fiscal 2023 Target | Fiscal 2024 Target | | Lorie L. Tekorius | 110% | 115% | | Michael J. Donfris(1) | N/A | 95% | | Adrian J. Downes | 85% | 85% | | Brian J. Comstock | 95% | 100% | | William Krueger | 95% | 95% | | William Glenn | 90% | 90% |

  68. ANNUAL CASH BONUS

    | (1) Mr. Donfris joined the Company in June 2024, and received a prorated annual bonus for fiscal 2024. Please see below under “Summary Compensation Table” for the amount of annual bonus actually earned by each NEO. |

  69. ANNUAL CASH BONUS

    Our NEOs other than the Senior Vice President & President, Europe. As in fiscal 2023, our NEOs’ fiscal 2024 annual bonus opportunities, other than Mr. Glenn, were based 40% on the achievement of Company earnings per share (EPS) goals, 40% on the achievement of Company EBITDA goals, and 20% on the achievement of strategic goals. The Compensation Committee believes these goals reflect key financial and operational performance objectives, align the interests of shareholders with management, and encourage 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 Company EPS and Company EBITDA portions of the annual bonus, and 0% to 150% for the strategic goal portion of the annual bonus. The performance metrics, their weighting, targets, and payout levels were established at the beginning of fiscal 2024 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 2024, including existing backlog, production schedules and forecasts of industry demand. The level of performance required for the maximum payout for the Company EPS and Company 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. Company EBITDA and Company EPS targets for fiscal 2024 were set higher than the level of Company EBITDA and Company EPS achievement in fiscal 2023. 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. The following table sets forth the Company EPS and Company EBITDA goals under the fiscal 2024 annual cash bonus opportunity for each NEO other than Mr. Glenn. Payout amounts are interpolated between threshold and target, and between target and maximum.

  70. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) | Company EPS | Payout | | Threshold (Minimum) | $250 | $2.25 | 50% | | Target (Goal) | $355 | $3.30 | 100% | | Maximum | $530 | $5.00 | 200% |

  71. ANNUAL CASH BONUS

    Achievement below threshold results in no payout. After the conclusion of fiscal 2024, the Compensation Committee evaluated our performance against the Company EPS and Company EBITDA targets and determined that we achieved approximately $4.96 for Company EPS and approximately $451.1 million for Company EBITDA.

  72. ANNUAL CASH BONUS

    | 2025 PROXY STATEMENT | |

  73. ANNUAL CASH BONUS

    For fiscal 2024, achievement of strategic goals made up 20% of the annual bonus opportunity, and the goals were focused on three primary areas: manufacturing excellence, technology, and human capital management. After the conclusion of fiscal 2024, the Compensation Committee evaluated our performance against the strategic goals, and determined that the strategic goals were achieved at 127.0% of target. In reaching its determination, the Compensation Committee took note of, among other things, the following fiscal 2024 achievements: execution of strategic insourcing investment in North America, continued optimization of operations in Europe, progress on multi-year technology transformation to optimize business processes and bring operational consistency to our operating facilities, and supporting our people and culture by fostering continuous improvement capabilities and supporting the organization through change management during an organizational evolution. In accordance with the payout multiples described above, the Compensation Committee approved bonus payments to the NEOs (other than Mr. Glenn) in an amount that resulted in a total fiscal 2024 bonus payment for each NEO equaling 166.4% of the NEO’s respective fiscal 2024 target annual cash bonus opportunity. The actual fiscal 2024 annual bonus payments for the NEOs are presented in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

  74. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) (weighted 40%) | Company EPS (weighted 40%) | Payout | | | Threshold (Minimum) | $250 | $2.25 | 50 | | | Target (Goal) | $355 | $3.30 | 100 | | | Maximum | $530 | $5.00 | 200 | | | Actual | $451.1 | $4.96 | 166.4 | %(1) |

  75. ANNUAL CASH BONUS

    | (1) Includes 127.0% of target for the strategic goal portion (weighted 20%) of the annual bonus opportunity. |

  76. ANNUAL CASH BONUS

    Our Senior Vice President & President, Europe. Mr. Glenn’s fiscal 2024 annual bonus opportunity was based 15% on the achievement of Company EPS goals, 15% on the achievement of Company EBITDA goals, 30% on the achievement of Greenbrier-Astra Rail EBITDA goals, 20% on the achievement of goals related to Greenbrier-Astra Rail Inventory Turns, and 20% on the achievement of strategic goals. The Compensation Committee believes that these goals reflect key financial and operational performance objectives, align the interests of shareholders with management, and encourage 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 Mr. Glenn’s target opportunity for the non-strategic goal portions of the annual bonus, and 0% to 150% for the strategic goal portion of the annual bonus. Company performance metrics were established as described above. The metrics for Greenbrier-AstraRail and Mr. Glenn’s strategic goals were established at the beginning of the year based on the Greenbrier-AstraRail’s financial plan and operational objectives for fiscal year 2024. The following table sets forth the non-strategic performance goals and their weighting under the fiscal 2024 annual cash bonus opportunity for Mr. Glenn. Payout amounts are interpolated between threshold and target, and between target and maximum.

  77. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) (15%) | Company EPS (15%) | Greenbrier- Astra Rail EBITDA (in millions) (30%) | | Greenbrier- Astra Rail Inventory Turns (20%) | Payout | | Threshold (Minimum) | $250 | $2.25 | € | 20.739 | 4.0 | 50% | | Target (Goal) | $355 | $3.30 | € | 29.627 | 4.5 | 100% | | Maximum | $530 | $5.00 | € | 44.440 | 5.0 | 200% |

  78. ANNUAL CASH BONUS

    Achievement below threshold results in no payout. After the conclusion of fiscal 2024, the Compensation Committee evaluated our performance against the Company EPS, Company EBITDA, Greenbrier-Astra Rail EBITDA and Greenbrier-Astra Rail Inventory Turn targets and determined that we achieved approximately $4.96 for Company EPS, approximately $451.1 for Company EBITDA, approximately €28.853 for Greenbrier-Astra Rail EBITDA and 4.0 for Greenbrier-Astra Rail Inventory Turn targets. For fiscal 2024, achievement of strategic goals made up 20% of the annual bonus opportunity. The goals were focused on operational performance. After the conclusion of fiscal 2024, the Compensation Committee evaluated our performance against the strategic goals, and determined that the strategic goals were achieved at 75.0% of target. In reaching its determination, the Compensation Committee

  79. ANNUAL CASH BONUS

    | | THE GREENBRIER COMPANIES |

  80. ANNUAL CASH BONUS

    took note of, among other things, progress made in optimization of operations in Europe as well as achievement level of four specified performance metrics including: materials savings, labor productivity, manufacturing overhead, and SG&A expenses. In accordance with the payout multiples described above, the Compensation Committee approved a bonus payment to Mr. Glenn in an amount that resulted in a total fiscal 2024 bonus payment equaling 106.6% of his fiscal 2024 target annual cash bonus opportunity. The actual fiscal 2024 annual bonus payment for Mr. Glenn is presented in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

  81. ANNUAL CASH BONUS

    | | Company EBITDA (in millions) (15%) | Company EPS (15%) | Greenbrier- Astra Rail EBITDA (in millions) (30%) | | Greenbrier- Astra Rail Inventory Turns (20%) | Payout | | | Threshold (Minimum) | $250 | $2.25 | € | 20.739 | 4.0 | 50 | | | Target (Goal) | $355 | $3.30 | € | 29.627 | 4.5 | 100 | | | Maximum | $530 | $5.00 | € | 44.440 | 5.0 | 200 | | | Actual | $451.1 | $4.96 | € | 28.853 | 4.0 | 106.6 | %(1) |

  82. ANNUAL CASH BONUS

    | (1) Includes 75.0% of target for the strategic goal portion (weighted 20%) of the annual bonus opportunity. |

  83. ANNUAL CASH BONUS

    For purposes of the annual cash bonus opportunities: Company EBITDA is defined as Company net earnings before interest and foreign exchange, income tax expense, depreciation and amortization. Company EPS is defined as diluted earnings per Company common share as reflected in the Company’s audited financial statements for fiscal year 2024. Greenbrier-Astra Rail EBITDA is defined as net earnings before interest and foreign exchange, income tax expense, depreciation and amortization attributable to the Greenbrier-Astra Rail business. Greenbrier-Astra Rail EPS for purposes of the annual cash bonus opportunities is defined as diluted earnings per common share as reflected in the Company’s audited financial statements for fiscal year 2024. Greenbrier-Astra Rail Annual Inventory Turns, with respect to the Greenbrier-Astra Rail business, is defined as the annual average of the monthly turns. Monthly turns are defined by dividing the annualized cost of sales (average of the last three months times 12 months) by the average inventory balance for the month (average of the beginning and ending monthly inventory balance). Inventory is defined as inventory reported on the respective balance sheets adjusted by significant items not part of the normal cash cycle, such as strategic purchases or long inventory as authorized by management.

  84. 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 2024, these equity awards consisted of RSUs and PSUs. RSUs offer predictable value delivery and promote retention of our executive officers while simultaneously aligning their interests with the long-term interests of our shareholders in a manner consistent with competitive market practices. Our RSUs vest annually in equal installments, generally over a three-year period, subject to continued service to the Company. PSUs are designed to focus attention on, and to reward the achievement of, our long-term financial objectives and sustained appreciation in shareholder value. We believe that the fiscal 2024 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 2024 long-term equity award program in October 2023. Approximately 60% of each NEO’s target fiscal 2024 equity awards was in the form of PSUs and approximately 40% was in the form of RSUs. For Mr. Donfris, approximately 50% of his target fiscal 2024 equity awards was in the form of PSUs and approximately 50% 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

  85. LONG-TERM EQUITY AWARDS

    | 2025 PROXY STATEMENT | |

  86. LONG-TERM EQUITY AWARDS

    amount of RSUs and PSUs (including minimum, target and maximum potential payouts) granted to the NEOs in fiscal 2024 are disclosed in the Grants of Plan-Based Awards in fiscal 2024 table below. 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.

  87. Fiscal 2024 PSU Performance Metrics

    Fiscal 2024 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 take material nonpublic information into account when determining the timing and terms of equity awards. The Compensation Committee does not time the release of material nonpublic information to affect the value of executive compensation. 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 Company EBITDA, Company ROIC and rTSR as the metrics for fiscal 2024 PSUs, weighted 60%, 20% and 20% respectively, as follows:

  88. Fiscal 2024 PSU Performance Metrics

    | | Company EBITDA (in millions) | Company ROIC | rTSR | Payout | | Threshold (Minimum) | $800 | 6% | 25th %tile | 50% | | Target (Goal) | $1,150 | 10% | 50th %tile | 100% | | Maximum | $1,500 | 15% | 75th %tile | 200% |

  89. Fiscal 2024 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 Company EBITDA as a metric in both the annual bonus and long-term performance equity programs. We continue to believe that Company EBITDA is an important indicator of our operating performance and correlates with increased shareholder value. We believe that Company ROIC is a meaningful overall measure of our business performance because it reflects our performance relative to our investments. In response to shareholder feedback, beginning with fiscal 2023, our 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.

  90. Fiscal 2024 PSU Performance Metrics

    | | THE GREENBRIER COMPANIES |

  91. Fiscal 2022 PSU Program Payout

    Fiscal 2022 PSU Program Payout As disclosed in our proxy statement for our 2023 Annual Meeting and shown in the table below, the fiscal 2022 PSU program included Company EBITDA and Company ROIC goals over a 3-year performance period. The Compensation Committee selected Company EBITDA and Company ROIC as the metrics for performance grants in the fiscal 2022 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 2022 award was 80% for Company EBITDA, and 20% for Company 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 Company EBITDA and Company ROIC goals, and actual performance results, are set forth in the table below:

  92. Fiscal 2022 PSU Program Payout

    | | Company EBITDA (in millions) | Company ROIC | Payout | | Threshold (Minimum) | $550 | 6% | 50% | | Target (Goal) | $850 | 10% | 100% | | Maximum | $1,200 | 15% | 200% | | Actual | $1,022.8 | 8.8% | 136.5% |

  93. Fiscal 2022 PSU Program Payout

    At the end of fiscal 2024, the Compensation Committee determined that actual achievement of Company EBITDA was equal to 149.4% of target and actual achievement of Company ROIC was 85.0% of target. Payout amounts were interpolated between threshold, target and maximum as appropriate. The TSR modifier was not triggered as the Company’s TSR performance was in line with the compensation peer median. For purposes of our fiscal 2024 PSU program: Company EBITDA is defined as Company net earnings before interest and foreign exchange, income tax expense, depreciation and amortization. Company ROIC is defined, with respect to the Company, as the average annual net operating profit after tax 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. Net operating profit after tax is calculated as earnings from operations plus earnings (loss) from unconsolidated affiliates minus cash paid during the period for income taxes. Average invested capital is calculated as revolving notes, plus notes payable, plus total equity, minus cash in excess of $40 million.

  94. 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, Krueger and Glenn elected to participate in the NQDC Plan in fiscal 2024; none of the other NEOs elected to defer any portion of their fiscal 2024 cash or equity compensation under the NQDC Plan. The Company makes discretionary contributions to the NQDC Plan on behalf of participants. In January 2024, 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.

  95. 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, 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. In fiscal 2024, following an analysis of market practices, the Compensation Committee adopted The Greenbrier Companies, Inc. Executive Officer Severance Policy. The policy provides severance benefits to executive officers upon a “qualifying termination” unrelated to a change in control (subject to the participant’s execution and, to the extent applicable, non-revocation of a release). The severance benefits are equal to (1) a cash amount equal to a specified number of months of the executive officer’s base salary; (2) a prorated annual bonus for the year of termination (based on actual achievement of performance goals); (3) a cash amount equal to a specified number of months of health benefit premiums; and (4) outplacement services not to exceed $12,000. With respect to clauses (1), (3) and (4), the number of applicable months is 24 for the Company’s Chief Executive Officer, 18 for the Company’s Chief Financial Officer, Chief Operations Officer and Business Unit Presidents, and 12 for all other executive officers. For purposes of the policy, a “qualifying termination” means the termination of a participant’s employment by (a) the Company or any successor thereto without “cause” or (b) the participant for “good reason”, each as defined in the policy. 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 and to provide compensation assurances which are competitive with those of other similarly situated companies. In addition, upon a qualifying termination, the individual would receive a pro-rata employer contribution under the NQDC Plan based on base salary and annual bonus earned during the year of the qualifying termination. In connection with the adoption of the Executive Officer Severance Policy, the Compensation Committee adopted limited involuntary termination provisions in equity awards for management, including each NEO, which provide for (1) continued vesting of time-based equity awards scheduled to vest during the year of termination, prorated for the number of days employed since the prior vesting date, and (2) continued vesting of performance-based equity awards, based on actual performance and prorated for the portion of the measurement period prior to such termination. The provisions apply to equity awards granted in fiscal 2025 and thereafter. In fiscal 2024, following an analysis of market practices, the Compensation Committee adopted limited retirement provisions for management, including each NEO, which provide for the following payments and benefits upon the employee’s retirement: (1) the NEO’s current year annual bonus, based on actual performance and prorated for the portion of the year prior to such retirement; (2) continued vesting of time-based equity awards scheduled to vest during the year of retirement, prorated for the number of days employed since the prior vesting date; (3) continued vesting of performance-based equity awards, based on actual performance and prorated for the portion of the measurement period prior to such retirement; (4) an employer contribution under the NQDC Plan for the year of retirement, prorated for eligible earnings actually earned during the year of retirement; and (5) in the case of employees with more than 15 years of service, a travel certificate not to exceed $5,000. 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 and to provide compensation assurances which are competitive with those of other similarly situated companies. The provisions apply starting in fiscal 2025.

  96. Termination and Change of Control Provisions

    | | THE GREENBRIER COMPANIES |

  97. Donfris Offer Letter

    Donfris Offer Letter In fiscal 2024, the Board appointed Michael J. Donfris to serve as the Company’s Senior Vice President, Finance, effective as of June 2024, and to then serve as the Company’s Senior Vice President, Chief Financial Officer (principal financial officer), effective July 2024. In connection with the commencement of his employment with the Company, Mr. Donfris entered into an offer letter with the Company, dated May 15, 2024 (the “Offer Letter”). The Offer Letter provides for an annual base salary of $630,000 and an annual bonus opportunity targeted at 95% of annual base salary. The Offer Letter also provides for an equity award package covering Company common stock valued at approximately $900,000. Approximately 50% of the equity award package is in the form of time-based restricted stock units (“RSUs”), vesting through October 2026, subject to continued employment, and the remainder is in the form of target performance-based restricted stock units (“PSUs”), subject to achievement of performance goals and continued employment over a three-year performance period pursuant to the Company’s PSU program for fiscal year 2024. The Offer Letter further provides for Mr. Donfris’ participation in the Company’s change of control program for officers (with a severance multiple of two), a cash retention award of $125,000, subject to continued employment for one year (to provide Mr. Donfris an opportunity to earn imminent compensation payments that he forfeited with his prior employer and to further incentivize Mr. Donfris’ continued employment with the Company), and a one-time cash award of $50,000 to assist Mr. Donfris with relocation costs (which relocation costs are required to be repaid to the Company in the event Mr. Donfris voluntarily terminates his employment without “good reason” or the Company terminates his employment for “cause”, in each case during his first year of employment with the Company). Both the retention award and the relocation bonus require forfeiture or repayment upon a termination of employment during his first year of employment with us in order to incentivize Mr. Donfris’ continued employment with the Company.

  98. NEO COMPENSATION FISCAL 2025

    | 2025 Annual Incentive Metrics | 2025-2027 Long-Term Incentive Metrics | | • An earnings per share (EPS) metric, which accounts for 40% of the payout weighting to ensure alignment with shareholders’ interests • 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: operational excellence, technology and finance transformation and safety culture • EBITDA and EPS targets were set higher than 2024 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 |

  99. 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.

  100. 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.

  101. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    SUMMARY COMPENSATION TABLE FOR FISCAL 2024

  102. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | LORIE L. TEKORIUS(4) Chief Executive Officer and President | 2024 | 933,333(5) | — | 3,594,634 | 1,786,455 | 186,228 | 6,500,650 | | | 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 | | MICHAEL J. DONFRIS(6) Current Senior Vice President, Chief Financial Officer | 2024 | 129,231 | 175,000(7) | 885,369 | 204,337 | 3,750 | 1,397,687 | | ADRIAN J. DOWNES(8) Former Senior Vice President, Chief Financial Officer | 2024 | 539,000(5) | — | 746,156 | 455,546 | 95,767 | 1,836,469 | | | 2023 | 525,000 | — | 702,254 | 782,276 | 90,503 | 2,100,033 | | | 2022 | 508,333 | — | 527,594 | 711,209 | 66,221 | 1,813,357 | | BRIAN J. COMSTOCK Executive Vice President and President, The Americas | 2024 | 656,667(5) | — | 1,906,256 | 1,092,957 | 112,820 | 3,768,701 | | | 2023 | 591,667(5) | — | 1,230,202 | 985,332 | 103,975 | 2,911,176 | | | 2022 | 562,500 | — | 1,110,684 | 879,582 | 115,041 | 2,667,807 | | WILLIAM KRUEGER Senior Vice President and Chief Operations Officer, The Americas | 2024 | 606,667(5) | — | 1,633,929 | 959,250 | 105,156 | 3,305,001 | | | 2023 | 560,000 | — | 861,138 | 932,596 | 104,917 | 2,458,651 | | WILLIAM GLENN Senior Vice President & President, Europe | 2024 | 500,000(5) | — | 971,371 | 479,700 | 289,910 | 2,240,981 |

  103. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (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 2024, 2023 and 2022 and the performance-based RSUs granted to our NEOs in fiscal 2024, 2023 and 2022, 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, 2024. The grant date value of the fiscal 2024 performance-based RSUs assuming that the highest level of performance is achieved under the applicable performance measures is $4,076,740 for Ms. Tekorius; $866,395 for Mr. Donfris; $846,205 for Mr. Downes; $2,161,936 for Mr. Comstock; $1,853,041 for Mr. Krueger and $926,521 for Mr. Glenn. These amounts do not necessarily correspond to the actual value recognized by our NEOs. |

  104. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (2) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect actual payments made under the annual cash bonus opportunities for fiscal 2024, 2023 and 2022. |

  105. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (3) The amounts reported in the All Other Compensation column for fiscal 2024 consist of (i) $158,128, $78,437, $95,120, $89,556, and $69,589 in discretionary employer contributions under the NQDC Plan for Ms. Tekorius and Messrs. Downes, Comstock, Krueger, and Glenn, respectively; (ii) $13,200 in matching employer contributions under the 401(k) plan for each NEO (other than Mr. Donfris); (iii) $14,900, $3,750, $4,130, $4,500, $2,400, and $17,025 in life insurance premiums for Ms. Tekorius and Messrs., Donfris, Downes, Comstock, Krueger, and Glenn, respectively; (iv) benefits related to spousal attendance at Company business events in service of generating business or maintaining business relationships that are valuable to the Company for Mr. Glenn; and (v) expenses for Mr. Glenn related to an offsite team building event. Mr. Glenn further received the following benefits related to his overseas assignment: (i) travel to his home in the United States; (ii) travel for Mr. Glenn’s spouse to his home in the United States; (iii) tax preparation services equal to $27,964; and (iv) overseas housing expenses equal to $121,241. The value of the foregoing benefits was determined based on the actual cost of such benefits to the Company. |

  106. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (4) Following the termination of Mr. Downes’ employment as our Chief Financial Officer on April 8, 2024, Ms. Tekorius served as the Company’s principal financial officer until the appointment of Mr. Donfris as the Company’s Senior Vice President, Chief Financial Officer (principal financial officer) in July 2024. Ms. Tekorius did not receive additional compensation for her services as our interim principal financial officer. |

  107. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (5) The amount reported reflects a mid-year compensation increase. See “Compensation Discussion and Analysis” above for additional details on fiscal 2024 base salary increases. |

  108. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (6) The salary and non-equity incentive plan compensation amounts presented are prorated based on the time Mr. Donfris was employed with us in fiscal 2024. |

  109. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (7) Pursuant to the Offer Letter, Mr. Donfris received a new-hire cash signing bonus of $125,000 and $50,000 to assist Mr. Donfris with relocation costs, in each case subject to repayment in the event Mr. Donfris voluntarily terminates his employment without “good reason” or the Company terminates his employment for “cause” during his first year of employment with the Company. Both the retention award and the relocation bonus require forfeiture or repayment upon a termination of employment during his first year of employment with us in order to incentivize Mr. Donfris’ continued employment with the Company. See above “Compensation Discussion and Analysis—Employment Arrangements—Donfris Offer Letter” for additional details. |

  110. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | (8) Mr. Downes’ employment as our Chief Financial Officer terminated on April 8, 2024. Mr. Downes did not receive any severance in connection with such termination. See above “Compensation Discussion and Analysis—Employment Arrangements—Downes Transition and Consulting Agreement” for additional details. |

  111. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | 2025 PROXY STATEMENT | |

  112. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

  113. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | | | 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 | 10-18-23 | | | | 24,720 | 49,439 | 98,878 | | 2,235,734 | | | 10-18-23 | | | | | | | 32,959 | 1,358,900 | | | | 437,000 | 1,092,500 | 2,075,750 | | | | | | | MICHAEL J. DONFRIS | 06-17-24 | | | | 4,313 | 8,626 | 17,252 | | 452,121 | | | 06-17-24 | | | | | | | 8,627 | 433,248 | | | | 49,108 | 122,769 | 233,261 | | | | | | | ADRIAN J. DOWNES | 10-18-23 | | | | 5,131 | 10,262 | 20,524 | | 464,060 | | | 10-18-23 | | | | | | | 6,842 | 282,096 | | | | 185,640 | 464,100 | 881,790 | | | | | | | BRIAN J. COMSTOCK | 10-18-23 | | | | 13,109 | 26,218 | 52,436 | | 1,185,638 | | | 10-18-23 | | | | | | | 17,478 | 720,618 | | | | 274,000 | 685,000 | 1,301,500 | | | | | | | WILLIAM KRUEGER | 10-18-23 | | | | 11,236 | 22,472 | 44,944 | | 1,016,221 | | | 10-18-23 | | | | | | | 14,982 | 617,708 | | | | 239,400 | 598,500 | 1,137,150 | | | | | | | WILLIAM GLENN | 10-18-23 | | | | 5,618 | 11,236 | 22,472 | | 508,110 | | | 10-18-23 | | | | | | | 11,236 | 463,260 | | | | 185,400 | 463,500 | 880,650 | | | | | |

  114. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (1) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns reflect potential payments under the annual cash bonus opportunities for NEOs, if performance for each performance metric had been achieved at the threshold, target or maximum performance levels, and, for purposes of this disclosure, are based on the NEOs’ base salaries in effect at the end of the fiscal year. The strategic portion of the annual cash bonus opportunities did not have a threshold. Actual payments under the annual cash bonus opportunities earned for fiscal 2024 are reported in the Summary Compensation Table. See Compensation Discussion and Analysis above for additional details regarding the annual cash bonus opportunities. |

  115. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (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, if performance for each performance metric had been achieved at the threshold, target or maximum performance levels. 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. |

  116. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (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. Donfris, generally vest annually over three years in equal installments, subject to the NEO’s continued service to us. Mr. Donfris’ time-based RSUs vest 7.41% on 10/18/2024, 16.67% on 6/17/2025, 29.63% on 10/18/2025, 16.67% on 6/17/2026, 29.63% on 10/18/2026, subject to Mr. Donfris’ continued service to us. See Compensation Discussion and Analysis above for additional details regarding the time-based RSUs. |

  117. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (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 2024 and the target performance-based RSUs granted to our NEOs in fiscal 2024, 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, 2024. |

  118. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | | THE GREENBRIER COMPANIES |

  119. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

  120. OUTSTANDING EQUITY AWARDS AS OF 2024 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 | 4,563(2) | 221,077 | | | | | 27,292(3) | 1,322,297 | | | | | 32,959(4) | 1,596,864 | | | | | | | 36,961(6) | 1,790,760 | | | | | 110,533(7) | 5,355,324 | | | | | 98,878(8) | 4,790,639 | | MICHAEL J. DONFRIS | 8,627(5) | 417,978 | | | | | | | 17,252(8) | 835,859 | | ADRIAN J. DOWNES | 1,445(2) | 70,010 | | | | | 6,798(3) | 329,363 | | | | | 6,842(4) | 331,495 | | | | | | | 11,705(6) | 567,107 | | | | | 27,533(7) | 1,333,974 | | | | | 20,524(8) | 994,388 | | BRIAN J. COMSTOCK | 3,042(2) | 147,385 | | | | | 11,909(3) | 576,991 | | | | | 17,478(4) | 846,809 | | | | | | | 24,642(6) | 1,193,905 | | | | | 48,233(7) | 2,336,889 | | | | | 52,436(8) | 2,540,524 | | WILLIAM KRUEGER | 2,319(2) | 112,356 | | | | | 8,336(3) | 403,879 | | | | | 14,982(4) | 725,878 | | | | | | | 12,526(6) | 606,885 | | | | | 33,763(7) | 1,635,817 | | | | | 44,944(8) | 2,177,537 | | WILLIAM GLENN | 2,662(2) | 128,974 | | | | | 9,304(3) | 450,779 | | | | | 11,236(4) | 544,384 | | | | | | | 14,373(6) | 696,372 | | | | | 25,121(7) | 1,217,112 | | | | | 22,472(8) | 1,088,768 |

  121. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (1) Amounts calculated based on the closing price of our common stock on NYSE on August 30, 2024 (the last trading day of our fiscal year), which was $48.45. Any differences in total values are due to rounding. |

  122. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (2) 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. |

  123. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (3) 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. |

  124. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (4) Time-based RSUs granted on October 18, 2023, vesting on the first, second and third anniversary of the grant date in equal installments, generally subject to continued service to us. |

  125. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (5) Time-based RSUs granted on June 17, 2024, vesting 7.41% on 10/18/2024, 16.67% on 6/17/2025, 29.63% on 10/18/2025, 16.67% on 6/17/2026, 29.63% on 10/18/2026, generally subject to continued service to us. |

  126. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (6) 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 maximum EBITDA goals and target ROIC goals. In early fiscal 2025, the Compensation Committee determined that 136.5% 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. |

  127. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (7) 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 maximum EBITDA, target ROIC and maximum rTSR performance goals. |

  128. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | (8) Performance-based RSUs granted on October 18, 2023 (except that Mr. Donfris’ performance-based RSUs were granted on June 17, 2024), and subject to vesting contingent on the achievement of performance goals for the performance period ending August 31, 2026. The number of shares and payout value included in the table for these awards are calculated based on achieving maximum performance goals. See Compensation Discussion and Analysis above for additional details regarding the performance-based RSUs. |

  129. OUTSTANDING EQUITY AWARDS AS OF 2024 FISCAL YEAR-END

    | 2025 PROXY STATEMENT | |

  130. STOCK VESTED DURING FISCAL YEAR 2024

    STOCK VESTED DURING FISCAL YEAR 2024

  131. STOCK VESTED DURING FISCAL YEAR 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | LORIE L. TEKORIUS | 48,199 | 2,042,085 | | ADRIAN J. DOWNES | 13,842 | 585,961 | | BRIAN J. COMSTOCK | 26,991 | 1,141,856 | | WILLIAM KRUEGER | 16,503 | 697,137 | | WILLIAM GLENN(2) | 20,911 | 884,122 |

  132. STOCK VESTED DURING FISCAL YEAR 2024

    | (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. |

  133. STOCK VESTED DURING FISCAL YEAR 2024

    | (2) Mr. Glenn deferred 14,113 RSU shares and corresponding dividend equivalent rights equal to $33,224 during fiscal year 2024 under the NQDC Plan as described above. |

  134. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024 This table provides information about the NEOs’ earnings and balances under our NQDC Plan in fiscal year 2024 as well as Company contributions made in fiscal year 2024.

  135. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024

    | 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 | 158,128 | 172,328 | 0 | 1,130,637 | | MICHAEL J. DONFRIS | 0 | 0 | 0 | 0 | 0 | | ADRIAN J. DOWNES | 19,320 | 78,437 | 520,524 | 0 | 3,453,494 | | BRIAN J. COMSTOCK | 0 | 95,120 | 445,293 | 0 | 3,708,540 | | WILLIAM KRUEGER | 769,631 | 89,556 | 404,478 | 0 | 2,760,644 | | WILLIAM GLENN | 1,224,058 | 69,589 | 339,131 | 0 | 2,979,742 |

  136. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024

    | (1) All of the amounts reported in these columns are reported as fiscal year 2024 compensation in the Summary Compensation Table. |

  137. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024

    | (2) The NQDC Plan does not pay above-market or preferential earnings, therefore no earnings reported in this column are reported as fiscal 2024 compensation in the Summary Compensation Table. |

  138. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024

    | (3) The following amounts were reported in prior fiscal year summary compensation tables: $570,100, $408,947, $1,543,032, and $746,749 for Ms. Tekorius and Messrs. Downes, Comstock, and Krueger, respectively. |

  139. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2024

    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 2024, 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.

  140. 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, 2024. 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, 2024. 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, 2024, as the most appropriate measure of compensation and consistently applied that measure to all employees included in the calculation.

  141. Pay Ratio

    | • | The median of the annual total compensation of all of our employees (other than Ms. Tekorius), including our consolidated subsidiaries, was approximately $16,419. |

  142. Pay Ratio

    | • | Ms. Tekorius’ annual total compensation, as reported in the Summary Compensation Table included in this proxy statement, was $6,500,650. |

  143. Pay Ratio

    | • | Based on the above, for fiscal 2024, 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 396 to 1. |

  144. Pay Ratio

    | • | We determined the median of the annual total compensation of our employees as of August 31, 2024, at which time we (including our consolidated subsidiaries) had approximately 14,154 full-time and part-time employees, including interns, of which approximately 2,411 were U.S. employees, and approximately 11,743 (or approximately 83% of our total employee population as of August 31, 2024) were located outside of the United States. |

  145. 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, 2024, to determine the median employee. Compensation paid in foreign currency was converted to U.S. dollars using a spot exchange rate on August 31, 2024. 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. |

  146. 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.

  147. Pay Ratio

    | | THE GREENBRIER COMPANIES |

  148. 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.

  149. 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) | Company EBITDA ($MM) (10) (i) | | 2024 | N/A | $6,500,650 | N/A | $9,514,546 | $2,509,768 | $3,330,451 | $200.30 | $167.51 | $160.1 | $451.1 | | 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 |

  150. Pay Versus Performance

    | (1) This column represents the amount of total compensation reported for William A. 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. |

  151. 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 . |

  152. 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. |

  153. 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 fiscal year 2024 to determine the “compensation actually paid” to Ms. Tekorius in fiscal year 2024: |

  154. 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 | | 2024 | $6,500,650 | $3,594,634 | $6,608,530 | $9,514,546 |

  155. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for Ms. Tekorius for fiscal year 2024 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |

  156. Pay Versus Performance

    | (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for fiscal year 2024. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for fiscal year 2024 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 for fiscal year 2024. |

  157. Pay Versus Performance

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for fiscal year 2024. For fiscal year 2024, 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 fiscal year 2024. The adjusted amount is determined by adding (or subtracting, as applicable) the following for fiscal year 2024: (i) the fiscal year-end fair value of any equity awards granted in fiscal year 2024 that are outstanding and unvested as of the end of fiscal year 2024; (ii) the amount of change as of the end of fiscal year 2024 (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 fiscal year 2024; (iii) for awards that are granted and vest in fiscal year 2024, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2024, 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 fiscal year 2024, 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 fiscal year 2024 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 fiscal year 2024. The amounts added or subtracted to determine the adjusted amount are as follows: |

  158. 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 | | 2024 | $4,181,561 | $2,370,695 | $0 | $116,491 | $183,424 | $123,207 | $6,608,530 |

  159. 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. |

  160. Pay Versus Performance

    | 202 5 PROXY STATEMENT | |

  161. 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 year 2023 and fiscal year 2024, 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 included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal year 2024, Michael J. Donfris, Adrian J. Downes, Brian J. Comstock, William Krueger and William Glenn; (ii) for fiscal year 2023, Adrian J. Downes, Brian J. Comstock, William Krueger and Martin R. Baker; (iii) for fiscal year 2022, Lorie L. Tekorius, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes; and (iv) for fiscal year 2021, Lorie L. Tekorius, Mark J. Rittenbaum, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes. |

  162. 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 year 2023 and fiscal year 2024, 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 year 2023 and fiscal year 2024, 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 Ms. Tekorius) for fiscal year 2024 to determine the “compensation actually paid” in fiscal year 2024, using the same adjustment methodology described above in Note 4(c): |

  163. 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 | | 2024 | $2,509,768 | $1,228,616 | $2,049,299 | $3,330,451 |

  164. Pay Versus Performance

    | (a) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Ms. Tekorius) in the “Total” column of the Summary Compensation Table in fiscal year 2024. Please refer to the Summary Compensation Table in this Proxy Statement. |

  165. Pay Versus Performance

    | (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in fiscal year 2024. Please refer to the Executive Compensation Tables section of this Proxy Statement. The amount in this column is replaced with the amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for fiscal year 2024. |

  166. Pay Versus Performance

    | (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in fiscal year 2024 determined using the same methodology described above in Note 4(c). For fiscal year 2024, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Ms. Tekorius) to arrive at “compensation actually paid” to each NEO (excluding Ms. Tekorius) for fiscal year 2024, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Ms. Tekorius) for fiscal year 2024. The amounts added or subtracted to determine the adjusted average amount are as follows: |

  167. 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 | | 2024 | $1,397,392 | $633,133 | $0 | $39,246 | $61,748 | $41,276 | $2,049,299 |

  168. Pay Versus Performance

    | The fair value or change in fair value, as applicable, of stock awards was determined using the same methodology described above in Note 4(c). |

  169. Pay Versus Performance

    | (7) Company total shareholder return (“TSR”) 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. |

  170. 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. |

  171. 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. |

  172. Pay Versus Performance

    | (10) This column represents Company EBITDA . See Compensation Discussion and Analysis above for additional information regarding the use of this metric and a reconciliation to GAAP. |

  173. 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, both the Company’s performance across the disclosed financial measures and compensation actually paid generally improved, in each case over the period covered by the disclosure. Our cumulative TSR increased by 200% from the beginning of the measurement period through fiscal 2024; our fiscal 2024 net income increased more than 400% relative to net income for fiscal 2021; and our fiscal 2024 EBITDA increased more than 200% relative to fiscal 2021 EBITDA. Fiscal 2024 compensation actually paid to our PEO increased by less than 2% compared to the compensation actually paid to our PEO for 2021. In addition, the average fiscal 2024 compensation actually paid to our non-PEO NEOs decreased by more than 10% compared to the average fiscal 2021 compensation actually paid to our non-PEO NEOs.

  174. DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | 202 5 PROXY STATEMENT | |

  175. DESCRIPTION OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | | THE GREENBRIER COMPANIES |

  176. 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, 2024. |

  177. Stock Ownership of Certain Beneficial Owners and Management

    | (6) Excludes 7,603 shares held in the Nonqualified Deferred Compensation Plan that are not acquirable within 60 days after September 30, 2024. |

  178. 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, 2024. |

  179. 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. |

  180. Stock Ownership of Certain Beneficial Owners and Management

    | (9) Excludes 16,956 shares held in the Nonqualified Deferred Compensation Plan that will be settled solely in cash. |

  181. Stock Ownership of Certain Beneficial Owners and Management

    | (10) Includes 92,753 time-vesting RSUs that vest within 60 days after September 30, 2024, and/or 92,073 shares held in the Nonqualified Deferred Compensation Plan that the applicable individual has a right to acquire within 60 days after September 30, 2024. Fractional shares have been rounded to the nearest whole share. |