trn-20240408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)


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Trinity Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)


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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE & TIME

PLACE

RECORD DATE

Monday, May 20, 2024,

at 8:30 a.m., Central Daylight Time

Will be held at

14221 N. Dallas Parkway Dallas, Texas 75254

All stockholders of record at the close of business on March 22, 2024, are entitled to vote

Items of Business


At the meeting, the stockholders will act on the following matters:
01			Election of the eight nominees named in the attached proxy statement as directors;
02			Advisory vote on named executive officer compensation;
03			Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and
04			Any other matters that may properly come before the meeting.

All stockholders of record at the close of business on March 22, 2024, are entitled to vote at the meeting or any postponement or adjournment of the meeting. A list of the stockholders is available at the Company’s offices in Dallas, Texas.

Your vote is important! Please vote as promptly as possible by using the internet, by telephone or, if you have requested a printed version of these materials, by signing, dating, and returning the printed proxy card to the address listed on the card.

By Order of the Board of Directors,

Jared S. Richardson
Vice President and Secretary
April 9, 2024




			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 20, 2024: This Proxy Statement and the Annual Report to Stockholders for the fiscal year ended December 31, 2023, are available for viewing, printing, and downloading at www.proxyvote.com. "Delivering Goods for the Good of All"

TABLE OF CONTENTS


						Page
Proxy Statement Summary						1
Proxy Statement						4
Corporate Governance						7
Independence of Directors						7
Board Leadership Structure						8
Board Committees						8
Board’s Role in Risk Oversight						14
Risk Assessment of Compensation Policies and Practices						15
Compensation Committee Interlocks and Insider Participation						15
Communications with Directors						6
Commitment to Sustainability						15
Proposal 1 - Election of Directors						17
Nominees						18
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation						24
Proposal 3 - Ratification of the Appointment of Ernst & Young LLP						25
Fees of Independent Registered Public Accounting Firm for Fiscal Years 2023 and 2022						25
Report of the Audit Committee						26
Executive Compensation						28
Compensation Discussion and Analysis						28
Human Resources Committee Report						49
Compensation of Executives						50
Summary Compensation Table						50
Grants of Plan-Based Awards						52
Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table						54
Outstanding Equity Awards at Year-End						56
Option Exercises and Stock Vested in 2023						58


						Page
Nonqualified Deferred Compensation						59
Deferred Compensation Discussion						60
Potential Payments Upon Termination or Change in Control						61
Director Compensation						64
Director Compensation Discussion						64
CEO Pay Ratio						66
Pay vs. Performance						68
Transactions with Related Persons						74
Security Ownership						75
Security Ownership of Certain Beneficial Owners and Management						75
Additional Information						77
Stockholder Proposals for the 2025 Proxy Statement						77
Director Nominations or Other Business for Presentation at the 2025 Annual Meeting						77
Report on Form 10-K						78
Other Business						78

Appendix - Reconciliations of Non-GAAP Measures						A-1

PROXY STATEMENT SUMMARY

This summary highlights information contained in this Proxy Statement. It does not contain all information you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

DATE & TIME

May 20, 2024

8:30 a.m.

Central Daylight Time

PLACE

14221 N. Dallas Parkway Dallas, Texas 75254

RECORD DATE

March 22, 2024

ONLINE

BY MAIL

You can vote online at www.proxyvote.com.

Mark, sign and date your proxy card and return to 51 Mercedes Way, Edgewood, NY 11717

BY PHONE

IN PERSON

Stockholders as of

the record date are

entitled to vote

You can vote by phone at 1-800-690-6903.

You can vote in person at 14221 N. Dallas Parkway Dallas, Texas 75254

Agenda and Voting Recommendations



Item	Description	Board Recommendation	Page

01	Election of Directors	FOR each nominee	17
02	Advisory vote to approve named executive officer compensation	FOR	24
03	Ratification of Ernst & Young LLP as independent auditors for 2024	FOR	25


Trinity Industries, Inc.			1			2024 Proxy Statement


Proxy Statement Summary			TABLE OF CONTENTS

2023 Business Highlights

$1.43

$86M

$3.0B

Reported earnings per share of $1.43; adjusted earnings per share of $1.38(1)

Returned to stockholders through dividends paid

Full year total company revenues

$3.2B

M&A

17.3%

New railcar backlog as of December 31, 2023

Completed acquisition of RSI Logistics

Total stockholder return for 2021-2023

(1) excludes $0.05 per share of adjustments made to better reflect the Company's core operating performance; see the Appendix for reconciliation of non-GAAP measures

Director Nominees

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

Nominee

Age

Director Since

Principal Occupation

Committees

E. Jean Savage

2018

Chief Executive Officer and President,
Trinity Industries, Inc.

None

William P. Ainsworth

2021

Retired Group President of Energy and Transportation, Caterpillar, Inc.

Finance and Governance

Robert C. Biesterfeld Jr.

2022

Former Chief Executive Officer and President,
C. H. Robinson Worldwide, Inc.

Finance and HR

John J. Diez

2018

Executive Vice President and Chief Financial Officer,
Ryder System, Inc.

Audit, Governance, and HR

Leldon E. Echols

2007

Non-Executive Chairman, Trinity Industries, Inc.

Audit, Finance, Governance, and HR

Veena M. Lakkundi

2022

Senior Vice President, Strategy & Corporate Development, Rockwell Automation, Inc.

Audit and Governance

S. Todd Maclin

2020

Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co.

Finance and HR

Dunia A. Shive

2014

Former Chief Executive Officer and President, Belo Corp.

Audit, Governance, and Finance


Trinity Industries, Inc.			2			2024 Proxy Statement


Proxy Statement Summary			TABLE OF CONTENTS

Diversity of Director Nominees

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

Ethnicity/Race

Gender

Director

Caucasian/White

Hispanic/Latino

Other

Female

Male

SEC Form DEF 14A filed by Trinity Industries Inc.