TRINITY INDUSTRIES INC

For the period ended Apr 3, 2025. Filed Apr 3, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 3, 2025 · Filed Apr 3, 2025

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TRN$29.43-3.5%Stored close · as of Nov 6, 2026

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Contents

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 & TIMEMay 15, 20258:30 a.m.Central Daylight TimePLACE14221 N. Dallas Parkway Dallas, Texas 75254RECORD DATEMarch 17, 2025
	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 ofthe record date areentitled 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	BoardRecommendation	Page
01	Election of Directors	FOReach nominee	17
02	Advisory vote to approve named executive officer compensation	FOR	25
03	Ratification of Ernst & Young LLP as independent auditors for 2025	FOR	26

Trinity Industries, Inc.	1	2025 Proxy Statement

Proxy Statement Summary	TABLE OF CONTENTS

2024 Business Highlights

$1.81	$114M	$3.1B
Reported earnings per share of $1.81; adjusted earnings per share of $1.82(1)	Returned to stockholders through dividends paid and share repurchases	Full year total company revenues
$2.1B	$588M	44.5%
New railcar backlog as of December 31, 2024	2024 cash flow from operations	Total stockholder return for 2022-2024

(1) Excludes $0.01 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	61	2018	Chief Executive Officer and President, Trinity Industries, Inc.	None
William P. Ainsworth	68	2021	Retired Group President of Energy and Transportation, Caterpillar, Inc.	Finance, Governance and HR
Robert C. Biesterfeld Jr.	49	2022	Former Chief Executive Officer and President, C. H. Robinson Worldwide, Inc.	Finance and HR
John J. Diez	54	2018	President and Chief Operating Officer, Ryder System, Inc.	Audit, Governance, and HR
Leldon E. Echols	69	2007	Non-Executive Chairman, Trinity Industries, Inc.	Audit, Finance, Governance, and HR
Veena M. Lakkundi	56	2022	President, Large-Scale Optical, Apogee Enterprises, Inc.	Audit and Governance
S. Todd Maclin	68	2020	Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co.	Finance and HR
Dunia A. Shive	64	2014	Former Chief Executive Officer and President, Belo Corp.	Audit, Governance, and Finance

Trinity Industries, Inc.	2	2025 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
William P. Ainsworth	*				*
Robert C. Biesterfeld Jr.	*				*
John J. Diez		*			*
Leldon E. Echols	*				*
Veena M. Lakkundi			*	*
S. Todd Maclin	*				*
E. Jean Savage	*			*
Dunia A. Shive			*	*

Trinity Industries, Inc.	3	2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.