SEC Form DEF 14A filed by Greenbrier Companies Inc.

Dear Shareholders:

On behalf of our Board of Directors, we are pleased to invite you to Greenbrier’s 2025 Annual Meeting of Shareholders.

During fiscal 2024, we continued executing on our goal to collaborate and work Better Together as a unified organization. Our financial results and positive momentum during the fiscal year reflect the results of our ongoing focus on efficiencies and execution by a team that extends across the full reach of Greenbrier’s business. Organizational changes made during the fiscal year supported these goals, including the reframing of Greenbrier’s operating activities in two distinct geographies: The Americas and Europe. In January 2024, Brian Comstock, a 26-year Greenbrier veteran with more than four decades of railway industry experience, assumed responsibility for all operations in The Americas, which includes the United States, Mexico, Canada and Brazil, and William Glenn, who has spent more than 20 years at Greenbrier in various roles, assumed responsibility for all operations in Europe. We welcomed Michael Donfris, a seasoned executive with nearly 40 years of experience in corporate accounting and finance, who became our Chief Financial Officer in July 2024. We also mourned the passing of Patrick Ottensmeyer, who had served on Greenbrier’s board since 2023, extending our deepest condolences to his family and friends.

We remain optimistic about our future, as Greenbrier’s leading market position, robust new railcar backlog, and a steadily growing recurring revenue stream from the leasing business provide a strong foundation. We continue to create long-term shareholder value across varying market conditions, and are confident in our ability to drive growth and increase shareholder returns while being a positive force in corporate governance, environmental sustainability, and social responsibility.

We value feedback from our shareholders, as our commitment to good governance and driving shareholder value is informed by engagement with our shareholders. Along with the Board of Directors, our leadership team and more than 14,200 employees, we thank you for your continued support and investment. We look forward to your participation at the Annual Meeting on January 9, 2025.

PROXY VOTING

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please promptly vote by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

 

		ONLINE				BY PHONE				BY MAIL

Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended August 31, 2024, are available at http://materials.proxyvote.com/393657

Our Board has determined and authorized that the Annual Meeting be conducted virtually solely by remote communication beginning at 8:30 a.m. Pacific Time on January 9, 2025, via webcast at www.virtualshareholdermeeting.com/GBX2025. You may notify the Company of your desire to participate in the Annual Meeting by logging into the online site in advance. Please see “Annual Meeting Information” on page 57 of this Proxy Statement for details on how to access and participate in our virtual Annual Meeting. The Annual Meeting is being held for the purpose of voting on the items set forth below and to transact such other business as may properly come before the meeting.

ITEMS TO BE VOTED ON

As of the date of this Notice, the Company has not received notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes, are authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.

Holders of record of our Common Stock at the close of business on November 6, 2024, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

By Order of the Board of Directors,

Christian M. Lucky

Senior Vice President, Chief Legal & Compliance Officer

November 14, 2024

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read this entire Proxy Statement carefully before voting. This Proxy Statement is first being released to shareholders on November 14, 2024.

PROPOSAL 1

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.

Director Nominees

The following table summarizes the qualifications of the director nominees.

DIRECTOR EXPERIENCE

The Nominating and Corporate Governance Committee considers a variety of factors, including professional experience, demonstrated skills, and diversity of background in evaluating candidates for membership on the Board. As demonstrated in the below matrix, which reflects certain categories of experience and expertise represented by the directors serving on the Board after the 2025 Annual Meeting, Greenbrier’s directors provide a diverse mix of skills, knowledge, attributes, and experiences that cover the spectrum of areas that affect the Company’s business and its stakeholders.

(Summary of our eight-person Board as of January 2025. See “Corporate Governance—Board Experience” for more detail.)

Our Board believes that shareholder interests are best represented by directors with the right mix of skills, experience, and expertise to actively oversee strategy, risk management, and governance at Greenbrier. An independent, engaged, and diverse Board enhances representation of shareholder and stakeholder interests and promotes thoughtful and effective Board deliberation. Our Board is focused on its continued independent oversight of Greenbrier while maintaining high governance standards. The Board carries out this goal through a variety of policies and practices, including an independent Chair of the Board, regular executive sessions of independent directors at Board and committee meetings, Board refreshment, substantial director stock ownership guidelines, director engagement with shareholders and stakeholders, continuing education, consultations with highly-qualified independent external advisors, and annual evaluations of the Board, its committees and each director.

The composition of the Board reflects its commitment to Board refreshment, independence, and diversity:

See “Corporate Governance” on page 6 of this Proxy Statement for more information about our governance profile, achievements and initiatives.

PROPOSAL 2

Advisory Approval of Executive Compensation

		THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL   Our Board recommends that shareholders vote “FOR” the advisory approval of the compensation of our named executive officers for fiscal 2024.   See “Proposal 2, Advisory Approval of Executive Compensation” on page 52 of this Proxy Statement.

Executive Compensation Highlights

Our executive compensation program is designed to attract, motivate, and retain the key executives who drive our success. Our compensation philosophy focuses on pay that reflects performance and aligns with the interests of shareholders. A key objective of that philosophy is to link a significant portion of the compensation of our executive officers to achievement of pre-established financial and strategic goals that are directly tied to our overall business strategy. In fiscal 2024, over 60% of the compensation of each of our “named executive officers” or “NEOs” (discussed later in this proxy statement) was conditioned on the achievement of pre-established financial and strategic goals, using grant date accounting fair values for fiscal 2024 equity awards and annual bonuses actually earned.

We believe our performance in fiscal 2024 is a testament to the strength and effectiveness of our compensation philosophy. As described later in this proxy statement, in fiscal 2024 we achieved annual revenue of $3.5 billion, gross margin expanded by 460 bps to 15.8% from fiscal 2023, and diluted EPS of $4.96, third-highest in our history.

Listed below are highlights of our fiscal 2024 executive compensation policies and practices:

PROPOSAL 3

Ratification of Appointment of Independent Auditors

		THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL   Our Board recommends that shareholders vote “FOR” ratification of the appointment of KPMG LLP as auditors for fiscal 2025.   See “Proposal 3, Ratification of Appointment of Independent Auditors” on page 55 of this Proxy Statement.

Board Composition

Our Board of Directors is currently composed of eight directors, of whom seven are independent, non-employee directors. Each of our directors serves for a three year term, as follows:

In the following pages, we highlight key areas of experience that qualify each director to serve on the Board. The Board has determined it is in the best interests of the Company and its shareholders for each of the directors to continue serving on the Board.

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

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.

Qualifications

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

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

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.

Qualifications

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

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

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.

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.”

CONTINUING DIRECTORS

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

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.

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.

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

Experience

Ms. Felton has served as a member of the Board since 2017. Ms. Felton has over 30 years of financial industry experience in commercial and investment banking. Ms. Felton was a Presidential Appointee and was confirmed twice by the U.S. Senate to serve on the board of the Export Import Bank of the United States as Vice Chair of the Board and First Vice President from June 2011 to November 2016. In that role, she was on the team of economic deputies that advised the National Security Staff and the President’s Export Council on trade and investment. Ms. Felton was actively engaged in helping U.S. companies penetrate international markets and develop pragmatic financing solutions to win sales. Ms. Felton had oversight responsibility for the Office of the Chief Financial Officer and enterprise risk management functions, and served on the bank’s credit committee, which was responsible for approving debt financings over $10 million for a broad range of financing types across a range of industries. A significant portion of such financings supported the export of U.S.-manufactured transportation equipment, including rail equipment and aircraft, to emerging markets. She was also an ex officio member of the Enterprise Risk Management Committee. Until recently, Ms. Felton was a Senior Advisor to Spencer Stuart’s North American Board Practice focused on diversity. In September 2021, she joined Demopolis Equity Partners, a private equity fund that will invest in technology-enabled businesses (primarily fintech and e-commerce). She continues to serve as a Trustee of The Cooper Union for the Advancement of Science and Art.

Qualifications

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.

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

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.

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.”

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

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.

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.

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

Experience

Ms. Williams has served as a member of the Board since 2015. Ms. Williams is the CEO of the Williams Legacy Foundation and is on the Board of Directors of KKR Private Equity Conglomerate LLC. Ms. Williams was a senior advisor of GCM Grosvenor Private Markets from June 2015 until January of 2019. Until June 1, 2015, Ms. Williams was President of GCM Grosvenor Private Markets, a member of its Management Committee and a member of its Investment Committee. Prior to joining GCM Grosvenor, Ms. Williams was a Managing Director, the Group Head and the chair of the compensation committee of the Customized Fund Investment Group of Credit Suisse Group AG from 2000 through 2014, after Credit Suisse acquired Donaldson, Lufkin and Jenrette, where Ms. Williams was director of the Customized Fund Investment Group. She was with the Prudential Insurance Company of America from 1993 to 2000, where she was an Executive Director and a founder of the Customized Fund Investment Group in 1999. Prior to joining Prudential, Ms. Williams was an attorney at Milbank, Tweed, Hadley & McCloy LLP, where she specialized in global project finance. She graduated magna cum laude from Union College in 1986 with a Bachelor of Arts degree in Political Science and Mathematics and received her Juris Doctor from New York University School of Law in 1989. Ms. Williams serves in leadership positions on the boards of several for profit and not-for profits and has won numerous awards for leadership and public service. In addition, Ms. Williams was named as one of the Most Powerful Women in Finance by American Banker Magazine from 2011-2014. Ms. Williams also serves as President of the Nantucket Historical Association, and as a board member of Union College.

Qualifications

Ms. Williams brings executive management and financial and investment expertise to the Board.

Governance Highlights

Board Independence

The Board makes all determinations with respect to director independence in accordance with NYSE and SEC requirements. Based on its annual assessment of director independence, the Board has determined affirmatively that all of its directors other than Lorie L. Tekorius, our Chief Executive Officer and President, meet the independence criteria established by NYSE and SEC rules as set forth in the table on page 16. In addition, the Board established enhanced guidelines to assist in making determinations regarding director independence (the “Independence Guidelines”), which are set forth in our Corporate Governance Guidelines and are available

on the Company’s website at https://investors.gbrx.com/corporate-governance. Among other things, this heightened standard prohibits directors from serving on a committee if they receive any compensation from the Company in addition to their compensation for Board service. All of our independent directors satisfy this heightened standard of independence, which further safeguards our Board’s autonomy and alignment with shareholders.

In fiscal 2024, the independent directors met without Company management present at all regular meetings of the Board.

Board Leadership

The Board has adopted a policy of only independent directors being eligible for the role of Chair of the Board. Admiral Thomas Fargo has served as independent Chair of the Board since September 1, 2022.

The independent Chair of the Board serves stakeholder interests by:

Annual Evaluations

Our Board, through the Nominating and Corporate Governance Committee, conducts an annual self-evaluation and an annual evaluation of its committees, and each director, individually, to ensure effective functioning. In addition:

Board Refreshment

Our Board best serves the Company and its stakeholders when there is a balance between new directors with fresh perspectives and longer serving directors who bring continuity in a cyclical business.

To promote thoughtful Board refreshment, we have:

The size of the Board is currently 8 directors. Following are key metrics reflecting the balance of skills, qualifications and experience on our Board.

To ensure the Board operates at the highest level, Greenbrier supports continuing education programs and performs annual evaluations, in addition to maintaining a comprehensive orientation program for all new directors. These programs, including a membership with the National Association of Corporate Directors, contribute to increased levels of Board skills and knowledge as well as a current understanding of the landscape of risks and opportunities, best practices, and current governance trends. The Company is continually seeking to improve Board performance, including through additional training, if needed, when a director assumes a new leadership role. The Company pays the reasonable expenses of directors who attend continuing education programs.

Board Experience

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The Nominating and Corporate Governance Committee considers a variety of factors, including diversity of professional experience and demonstrated skills, gender, race, ethnicity, sexual orientation, age, as well as cultural and geographical background, in evaluating candidates for membership on the Board. The Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of skills, knowledge, attributes, and experiences that cover the spectrum of areas that affect the Company’s business and its stakeholders. In general, the composition of the Board is diversified across commercial, financial, operational, accounting, legal, and corporate governance expertise, as well as expertise within the Company’s business and industry, including experience in global markets, public policy, manufacturing, finance, and rail. All candidates for director nominees, including self-nominated candidates, shareholder suggested candidates, and board-identified candidates, are thoroughly evaluated and considered in the context of current perceived needs of the Board as a whole. The Nominating and Corporate Governance Committee regularly assesses whether the mix of skills, experience, and background of our Board is appropriate for the Company, including through the Chair of the Board and Chair of the Nominating and Corporate Governance Committee soliciting feedback from each director individually regarding areas of strength and opportunities to supplement the Board’s existing skills and experience.

Board Committees, Meetings, and Charters

Below is a general overview of the role of each committee.

During fiscal 2024, the Board at large held 6 meetings, the Audit Committee held 4 meetings, the Nominating and Corporate Governance Committee held 5 meetings, and the Compensation Committee held 6 meetings. Each of our current directors attended 75% or more of the total Board and Board committee meetings on which the director served in fiscal year 2024. All directors are invited and encouraged to attend all committee meetings. The independent directors met regularly in executive sessions without Company management present throughout fiscal 2024. The Chair of the Board conducts and presides at each executive session. The Company’s policy is to encourage Board members to attend the Company’s Annual Meetings of Shareholders. All of the Company’s then-serving directors attended the Annual Meeting of Shareholders held on January 5, 2024. The composition of each of the Board committees as of the date of this Proxy Statement is set out below.

Name		Independent		Audit Committee		Compensation Committee		Nominating and Corporate  Governance Committee
Thomas B. Fargo (Board Chair)		l				Chair
Wanda F. Felton		l		F
Antonio O. Garza		l
James R. Huffines		l		F
Graeme A. Jack		l		Chair, F
Lorie L. Tekorius (CEO)
Wendy L. Teramoto		l		F
Kelly M. Williams		l						Chair

l Independent  Member  F Audit Committee Financial Expert

The Board has determined that each member of the Audit Committee is financially literate and that Directors Jack, Felton, Huffines, and Teramoto qualify as “audit committee financial experts” under NYSE and SEC rules. Each of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee maintains a written charter. These charters, along with the Company’s Corporate Governance Guidelines, are available on the Company’s website at https://investors.gbrx.com/corporate-governance.

Succession Planning

The Board provides oversight of key executive officer transitions. The Board, together with the Nominating and Corporate Governance Committee, exercises this oversight role through regular review and implementation of the Company’s succession planning process for key leadership and operational positions. With the Board’s support, our CEO prioritized an organization realignment in fiscal 2024 that supports our Better Together strategy. This resulted in a shift from multiple decentralized business units to two regional business units, The Americas and Europe, with center-led enabling support functions. This new structure creates efficiencies and better positions us for future success. Our succession planning efforts enabled the business to quickly pivot, fill key critical roles and further focus on organization transformation.

Our CEO and our Chief Human Resources Officer, in partnership with senior leaders, prioritize talent development throughout the organization. This includes implementing tailored development plans, facilitating stretch assignments and fostering a culture of continuous improvement and learning. The Board reviews our talent pipeline activities regularly, and meets formally and informally with our CEO, key executives, and other high-potential members of senior management.

Risk Oversight

The Board has delegated to the Nominating and Corporate Governance Committee primary responsibility for risk management oversight. In order to ensure that Board expertise is utilized most effectively in risk management, certain other standing committees are given primary risk management oversight responsibility of certain categories of risks, such as the Compensation Committee’s oversight of compensation risk and the Audit Committee’s oversight of certain financial controls and cybersecurity risks. Greenbrier has established an Enterprise Risk Management (ERM) program to ensure risks are addressed in a manner consistent with the Company’s overall corporate strategy, including a strong focus on railcar safety and cybersecurity. Key risk identification, evaluation, and mitigation actions are reviewed quarterly by the Nominating and Corporate Governance Committee, other committees, and, as appropriate, are considered by the entire Board. The entire Board remains actively engaged in the oversight and effective implementation of the ERM

program. The Board as a whole is directly engaged in overseeing the management of all significant risks, especially risks that implicate public safety. See “Environmental and Social” below for more information regarding our strategy and Board oversight with respect to employee safety and human capital management.

The Audit Committee oversees the Company’s financial and accounting risk assessment and risk management policies, including monitoring and recommending to the Board any modifications regarding the Company’s Code of Conduct and Policy Regarding Trading in Company Securities. The Audit Committee also reviews the policies and procedures of the Company with respect to maintaining information and data security. The Audit Committee reviews cybersecurity on a quarterly basis and receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party reviews, the threat environment, technological trends and information security considerations arising with respect to our peers.

The Compensation Committee evaluates the Company’s compensation programs and has concluded that its risks are effectively mitigated by a variety of policies including clawback, anti-hedging, and stock ownership policies. The compensation program balances between short-term and long-term incentives and establishes multiple and strategically weighted performance measures. Based on the results of its evaluation, the Compensation Committee concluded that any risks associated with the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company.

Our Code of Conduct and FCPA Compliance

We strive for the highest ethical standards in all of our business dealings. Our Code of Conduct guides our Board, executive officers, and employees in the work they do for the Company. We work diligently to ensure that all our employees fully understand our Code of Conduct, and are empowered to implement ethical practices and promptly report any noncompliant or suspicious activity. The Company maintains the right to require any employee to supply a written statement certifying compliance with our Code of Conduct. The Code of Conduct applies to all of the Company’s directors, officers, employees, and consultants, including its principal executive officer, principal financial officer, and principal accounting officer. The Company intends to post amendments to or waivers from our Code of Conduct on the Company’s website at https://investors.gbrx.com/corporate-governance.

Our Code of Conduct is closely tied to our FCPA and Anti-Corruption Policy. We are an international company, and as such, compliance with all anti-bribery and anti-corruption laws is a key component of our ethics commitment. We conduct ongoing FCPA compliance training at all our locations across the globe.

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.

FISCAL 2024 CASH COMPENSATION

In fiscal 2024, non-employee directors received an annual cash retainer of $100,000. Additionally, members of the Audit Committee received an annual cash retainer of $10,000, and members of the Compensation and the Nominating and Corporate Governance Committees received an annual cash retainer of $7,500. In addition to the annual board and committee retainers, the Chair of the Board, Admiral Fargo, received an additional cash retainer of $165,000. The Audit Committee chair received an additional cash retainer of $20,000, and each other committee chair received an additional cash retainer of $15,000. All annual retainer fees were paid quarterly.

FISCAL 2024 EQUITY COMPENSATION

We maintain the Company Stock Incentive Grant Program for Non-Employee Directors under the 2021 Stock Incentive Plan. Under the program, upon a director’s initial election to the Board, the director automatically receives an “initial” award of restricted stock units (RSUs) with a value of $160,000. If such initial election occurs prior to the next annual meeting of shareholders, this initial award is prorated. A director who is also an employee of the Company, and who subsequently ceases such employment status but remains a director, is not eligible for such an initial award. Immediately following each annual meeting of shareholders, each director automatically receives an “annual” award of RSUs with a value of $160,000. Both the initial award and the annual award vest on the earlier of (a) the one-year anniversary of grant and (b) the next annual meeting of shareholders (if such meeting is at least 50 weeks after the prior year’s annual meeting of shareholders). In the event of a director’s termination of service due to death, disability, or retirement, or because such director is not nominated or re-elected to serve an additional term as a director, any unvested portion of the director’s initial award or annual award will vest. In the event of a director’s termination of service due to such director’s removal or resignation, any unvested portion of the director’s initial award or annual award will be forfeited. Dividends on unvested RSUs are subject to the same vesting terms as the unvested RSUs to which they relate. Upon a Company change of control, all unvested initial and annual director awards will vest.

For fiscal 2024, all our non-employee directors received an award of RSUs covering 3,910 shares, determined by dividing $160,000 by the average closing price for the 30 trading days immediately preceding the grant date, rounded up to the nearest whole share.

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.

FISCAL 2024 DIRECTOR 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.

STOCK OWNERSHIP AND STOCK RETENTION

We believe that our non-employee directors should hold a meaningful financial stake in the Company to further align their interests with those of our shareholders. To promote this belief, the Company maintains stock ownership guidelines for its non-employee directors pursuant to which all non-employee directors of the Company are required to acquire and retain holdings of Company stock with a value equal to five times the annual cash retainer. As of the end of fiscal 2024, all of our non-employee directors met or exceeded these guidelines.

Shareholder Engagement

We regularly engage with shareholders to understand their perspective and identify matters important to them. Our independent Chair of the Board, Board Committee Chairs and Management team are directly involved in these efforts and outcomes are reported to the entire Board. In fiscal 2024, we contacted institutional shareholders representing approximately 72% of our shares (including all of our top 15 shareholders) to, among other things, discuss our executive compensation program, policies, and practices, solicit feedback and ensure that we had insight into the issues that were most important to our shareholders. We met with institutional shareholders representing 27% of our shares and received valuable feedback. These figures are based on the number of shares outstanding as of the end of fiscal year 2024.

WHAT WE DISCUSSED

Depending on availability and specific shareholder requests, Greenbrier was represented at these engagements by the Chairs of our Compensation and Nominating and Corporate Governance Committees and by senior executives including our CEO, Chief Human Resources Officer, SVP External Affairs, VP Corporate Finance and Treasurer and Chief Legal Officer. Shareholder engagement activity and feedback is reported directly to the Board, either by the Committee Chairs, if they participated, or by Management.

See “Say-on-Pay Vote and Shareholder Engagement on Compensation” on page 26 of this Proxy Statement for further information regarding key feedback from shareholders related to our executive compensation program and our responses.

Environmental and Social

We strive to continually integrate our ESG values of Safety and Quality, People, Environmental Sustainability, Governance and Ethics, and Communities into our broader business strategy. Greenbrier’s 2024 Sustainability Update Report, provides further detail about our priorities and the actions we took in fiscal 2024 and that we will take in the future, and can be found at www.gbrx.com/ESG.

ENVIRONMENTAL SUSTAINABILITY

Sustainability is central to Greenbrier. Our core product offerings are not only among the most fuel-efficient modes of transport globally, but freight railcars are designed for a 40-year useful life. Greenbrier designs products with sustainability and efficiency in mind. Whenever possible, Greenbrier’s engineering team aims to increase efficiency through aerodynamics, lowering the railcar’s tare weight and developing more durable products. We also look to extend the railcar’s life cycle and reduce maintenance interruptions, as demonstrated through our Sustainable Conversions process, which involves methodically breaking down unused, high-quality railcars down to their base components and repurposing them as in-demand railcars capable of carrying other commodities. This process extends the life cycle of repurposed railcars with the goal of saving greenhouse gas emissions by reusing underframes and components from the existing product. As opportunities arise, Greenbrier collaborates with customers and suppliers on sustainable procurement strategies and practices. We work closely with customers to communicate our sustainability goals and efforts within our operations and collaborate on areas of focus moving forward.

Greenbrier continues to progress on our sustainability goals, which are informed by a materiality assessment completed in fiscal 2021. In fiscal 2024, we implemented consolidated environmental management standards that incorporate best practices from across our Company. We then issued the EMS standards to the production facilities for adoption. For example, we implemented air quality, waste management and water quality control procedures in fiscal 2024, developed as part of our EMS system. To ensure sustained alignment, Greenbrier will continue to balance our environmental focus areas and goals with our overall corporate strategy. We plan to refresh our materiality assessment regularly, with a periodic review of the priority issues.

SAFETY

Greenbrier knows that promoting the health and safety of our employees is vital to our success. We believe no one should be injured while working at Greenbrier. In addition to following strict U.S., E.U. and other applicable requirements, Greenbrier operates under a Health & Safety Management System that was developed consistent with ISO 45001. As part of our safety program, each production shift begins with a safety briefing. Senior Management reviews monthly safety data, while the Board is updated each quarter. Our culture of safety evolves and works towards continuous improvement. In fiscal 2024, we introduced an enhanced safety onboarding approach that provides a comprehensive and consistent framework across our North American operations, and we hosted a series of safety reset events across global production facilities to reaffirm our commitment to workplace safety, strengthen our safety protocols and discuss the importance of employees supporting each other on the job.

HUMAN CAPITAL MANAGEMENT

Greenbrier manufactures, leases, and services a broad range of freight railcars and components on four continents which requires a large number of highly-skilled employees working in manufacturing facilities and plants to produce at scale consistently high-quality and safe products. We do not take our employees for granted. We have no higher priorities than ensuring our employees have a safe and inclusive working environment that promotes their health and well-being, and provides them opportunities for development.

With the oversight of our Board and Nominating and Corporate Governance Committee, Greenbrier’s approach to human capital management (HCM) is wide-reaching and encompasses many facets including business strategy alignment, talent pipeline planning, diversity and inclusion, training and development, employee well-being, workforce safety, and risk mitigation. Different aspects of human capital management are reviewed quarterly by the Nominating and Corporate Governance Committee and the Audit Committee with participation of all Board members.

Culture and work environment are increasingly vital in retaining talent. We conduct employee surveys in the United States, Mexico and Europe to gain important insights to strengthen our Company and improve the employee experience, and in 2024 we had a 94% participation rate across all three geographies. We use the results from these surveys to create actionable goals, such as enhancing communications, providing more training and development opportunities, and implementing a formal recognition and reward program.

We are dedicated to fostering an inclusive environment that represents the broader communities we serve. We maintain eight Employee Resource Groups (ERGs) sponsored and supported by leadership. Our ERGs aim to instill workplace values that inspire innovation and growth, keep employees engaged, contribute to personal and professional development, and support retention.

Our deep commitment to workplace safety and our promotion of employee health and well-being supports our overall emphasis on attracting a diverse talent base and fostering an inclusive culture for our global workforce.

DIVERSITY OF OUR LEADERSHIP

Our Board is 50% female. In 2024, we received a “GB” or “Gender Balanced” rating (their highest rating) from the 50/50 Women on Boards organization, which only 13.3% of Russell 3000 companies had achieved as of June 30, 2024. In addition, 38% of our Board members, and 25% of our female directors, self-identify as racially or ethnically diverse.

Related Person Transactions

Under Greenbrier’s written Related Transactions Policy, the Audit Committee of the Board has the responsibility to review and, if appropriate, approve (or, when applicable, ratify) all related person transactions. Related person transactions are submitted to the Audit Committee (or its designated representative) for consideration prior to consummation whenever practicable. If advance approval of a related person transaction is not practicable under the circumstances or if Greenbrier management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Committee at the Committee’s next meeting. The Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Committee authorizes it according to the terms of the policy. Related person transactions of an ongoing nature are reviewed annually by the Committee. The definition of “related person transactions” for purposes of the Policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”).

Indebtedness of Management. Since the beginning of fiscal 2024, none of our directors or executive officers have been indebted to us.

Majority Voting Policy

The Company’s Corporate Governance Guidelines establish a majority voting policy with respect to the election of directors. Pursuant to the policy, in an uncontested election of directors, any nominee who has received a greater number of votes withheld from his or her election than votes for his or her election will, within two weeks following certification of the shareholder vote by the Company, submit a written resignation offer to the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days following certification of the shareholder vote by the Company, make a recommendation to the Board concerning the acceptance or rejection of the resignation offer.

The Company will publicly disclose, in a Current Report on Form 8-K filed with the SEC, the decision of the Board. The Board will also provide an explanation of the process by which the decision was made and, if applicable, its reasons for rejecting the tendered resignation.

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 [email protected]. 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.

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.

		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.

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.

Compensation Discussion and Analysis

This section discusses material information relating to the compensation of our named executive officers for fiscal 2024 (“NEOs”):

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:

FISCAL 2024 FOCUS AND ACCOMPLISHMENTS

Fiscal 2024 was a successful year as we continued executing on our multi-year strategy launched in fiscal 2023. Our strategy has three basic focus areas:

While demand in the marketplace remained stable, supply chain challenges, rail service congestion, inflation, high interest rates and labor shortages continued to impact our business and required focused attention from our management. We were able to navigate these challenges and achieve strong results including our second-highest annual revenue of $3.5 billion, gross margin expanded by 460bps to 15.8% from fiscal 2023 and diluted EPS of $4.96.

ADDITIONAL ACCOMPLISHMENTS

SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT ON COMPENSATION

At our 2024 Annual Meeting, we held a Say-on-Pay vote on the compensation of our NEOs for fiscal 2023, which received the support of approximately 98% of the votes cast. This was higher than the Say-on-Pay vote support of approximately 80% of the votes cast at our 2023 Annual Meeting for the compensation of our NEOs for fiscal 2022. We view this as an indication of our shareholders’ positive reaction to our executive compensation program. We value our shareholders’ opinions and feedback and are committed to maintaining an active dialogue to understand the priorities and concerns of our shareholders. We believe that regular engagement builds alignment with our shareholders and is essential to our long-term success.

FISCAL 2024 NEO COMPENSATION PROGRAM

PRINCIPLES

The Compensation Committee designed the Company’s executive compensation program to be consistent with the goals of its executive compensation philosophy: to drive performance and increase shareholder value. In evaluating and determining executive compensation, the Compensation Committee also considers the results of our most recent Say-on-Pay vote and other feedback from our shareholders. For additional information about the Compensation Committee, see “Corporate Governance—Board Committees, Meetings and Charters—Compensation Committee” in this Proxy Statement. The current compensation program is designed to strengthen and continually reinforce the link between pay and performance.

The objectives of our executive compensation program are to:

Our compensation principles state that:

In evaluating the competitiveness of our compensation program, we compare it against the programs of peers in related industries at a similar stage of development and comparable financial profile. We also evaluate broader size-appropriate comparisons in related industries. More information about our use of peer group data is provided below. We also assess pay levels and pay mix of our aggregate executive and non-executive compensation programs through compensation positioning, and review realizable pay analysis to inform our decisions. Our compensation philosophy also recognizes the need for flexibility based on experience, scope of position, critical skills, and individual/corporate performance. We consider compensation data from our compensation peer group as one of several factors that informs our judgment of appropriate parameters for compensation levels. We do not strictly benchmark compensation to a specific percentile of our compensation peer group, nor do we apply a formula or assign relative weightings to specific compensation elements. We believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.

ROLE OF THE COMPENSATION COMMITTEE

Pursuant to its charter, the Compensation Committee assists the Board in its oversight of the performance and compensation of the Company’s directors and executive officers, including the NEOs. In making executive compensation decisions, the Compensation Committee seeks the assistance of its independent compensation consultant, Mercer, as well as our CEO and our management team

(except with respect to their own compensation). The Compensation Committee reviews the cash and equity compensation of our executive officers to properly incentivize and reward them for their performance. The role of the Compensation Committee includes:

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.”

ROLE OF MANAGEMENT

The Compensation Committee consults with our CEO and our Chief Human Resources Officer (CHRO) when making compensation decisions. Typically, our CEO and CHRO engage with other members of our management team to gather information on corporate and individual performance and their perspective and recommendations on compensation matters. Our CEO makes recommendations to the Compensation Committee regarding compensation matters, including the compensation of our other executive officers. The Compensation Committee uses these recommendations as one of several factors in making compensation decisions, and those decisions do not necessarily follow the CEO’s recommendations.

PROGRAM DESIGN

The following table describes the material elements of fiscal 2024 pay for NEOs and explains why each element was provided.

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:

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.

SPECIFIC ELEMENTS OF FISCAL 2024 COMPENSATION

The charts below show the pay mix of our CEO and other NEOs and the components of their pay for fiscal 2024, specifically the base salary at fiscal end 2024, cash bonus amounts earned for fiscal 2024, and the grant date fair value of equity awards granted in fiscal 2024.

BASE SALARY

In establishing salary levels, we consider market pay levels, the specific responsibilities and experience of each NEO, and his or her individual performance. As part of its annual review, the Compensation Committee may adjust base salaries, including for:

Base salary for Ms. Tekorius and Mr. Downes was adjusted in fiscal 2024 to align with market pay levels for executives with similar duties and responsibilities. Base salary for Messrs. Comstock, Krueger and Glenn was adjusted in fiscal 2024 in connection with their appointment as Executive Vice President & President, The Americas, Senior Vice President & Chief Operations Officer, The Americas, and Senior Vice President & President, Europe, respectively. The table below sets forth the base salaries for our NEOs at fiscal end 2024 and 2023.