GREENBRIER COMPANIES INC
For the period ended Jan 7, 2026. Filed Nov 17, 2025.
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Jan 7, 2026 · Filed Nov 17, 2025
Contents
Pay Versus Performance Table
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
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.
| 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) · CompanyEBITDA($MM)(10) (i) | ||||||||||
| 2025 | N/A | $7,706,230 | N/A | $8,376,353 | $3,192,562 | $3,379,388 | $197.35 | $173.39 | $204.1 | $512.3 |
| 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 |
| (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. |
| (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. |
| (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. |
| (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. 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 2025 to determine the “compensation actually paid” to Ms. Tekorius in fiscal year 2025: |
| 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 |
|---|---|---|---|---|
| 2025 | $7,706,230 | $(4,535,537) | $5,205,660 | $8,376,353 |
| (a) | This column represents the amount of total compensation reported for Ms. Tekorius for fiscal year 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |
| (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 2025. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for fiscal year 2025 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 2025. |
| (c) | This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for fiscal year 2025. For fiscal year 2025, 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 2025. The adjusted amount is determined by adding (or subtracting, as applicable) the following for fiscal year 2025: (i) the fiscal year-end fair value of any equity awards granted in fiscal year 2025 that are outstanding and unvested as of the end of fiscal year 2025; (ii) the amount of change as of the end of fiscal year 2025 (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 2025; (iii) for awards that are granted and vest in fiscal year 2025, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2025, 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 2025, 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 2025 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 2025. The amounts added or subtracted to determine the adjusted amount are as follows: |
| 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(from Prior Fiscal YearEnd)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 |
|---|---|---|---|---|---|---|---|
| 2025 | $3,954,013 | $885,598 | $0 | $236,210 | $(25,368) | $155,207 | $5,205,660 |
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.
2026 PROXY STATEMENT
| (5) | This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO for the applicable fiscal year) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. 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 2025, Michael J. Donfris, Brian J. Comstock, William Krueger and William Glenn, (ii) for fiscal year 2024, Michael J. Donfris, Adrian J. Downes, Brian J. Comstock, William Krueger and William Glenn; (iii) for fiscal year 2023, Adrian J. Downes, Brian J. Comstock, William Krueger and Martin R. Baker; (iv) for fiscal year 2022, Lorie L. Tekorius, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes; and (v) for fiscal year 2021, Lorie L. Tekorius, Mark J. Rittenbaum, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes. |
| (6) | This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO for the applicable fiscal year), as computed in accordance with Item 402(v) of Regulation S-K. 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 2025 to determine the “compensation actually paid” in fiscal year 2025, using the same adjustment methodology described above in Note 4(c): |
| 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 |
|---|---|---|---|---|
| 2025 | $3,192,562 | $(1,573,285) | $1,760,111 | $3,379,388 |
| (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 2025. Please refer to the Summary Compensation Table in this Proxy Statement. |
| (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 2025. 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 2025. |
| (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 2025 determined using the same methodology described above in Note 4(c). For fiscal year 2025, 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 2025, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Ms. Tekorius) for fiscal year 2025. The amounts added or subtracted to determine the adjusted average amount are as follows: |
| 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 |
|---|---|---|---|---|---|---|---|
| 2025 | $1,371,566 | $265,330 | $0 | $78,717 | $(8,823) | $53,321 | $1,760,111 |
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).
| (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. |
| (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. |
| (9) | This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
| (10) | This column represents Company EBITDA. See Compensation Discussion and Analysis above for how we defined Company EBITDA. |
FINANCIAL PERFORMANCE MEASURES
As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a
philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
| • | Company EBITDA; |
|---|
| • | Company EPS; |
|---|
| • | Company ROIC; |
|---|
| • | rTSR; |
|---|
| • | Greenbrier-Astra Rail EBITDA; and |
|---|
| • | Greenbrier-Astra Rail Pre-Tax Income |
|---|
Please see the Compensation Discussion and Analysis above regarding details on how we defined Company EBITDA, Company EPS, Company ROIC, Greenbrier-Astra Rail EBITDA and Greenbrier-Astra Rail
Pre-Tax
Income.
THE GREENBRIER COMPANIES
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
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 tables below, while the Company’s performance across the disclosed financial measures improved, “compensation actually paid” decreased, in each case over the period covered by the disclosure. A $100 investment made in our shares at the end of fiscal 2020, assuming reinvestment of all dividends, grew to over $197 through the end of fiscal 2025; our net income grew from approximately $32.4 million in fiscal 2021 to approximately $204.1 million in fiscal 2025; and our EBITDA grew from approximately $150.3 million in fiscal 2021 to approximately $512.3 million in fiscal 2025. At the same time, fiscal 2025 “compensation actually paid” to our PEO, and the average fiscal 2025 “compensation actually paid” to our non-PEO NEOs, decreased relative to fiscal 2021.
2026 PROXY STATEMENT
FISCAL 2025
EXECUTIVE
CO
MP
ENSATION
THE GREENBRIER COMPANIES
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