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Share Name | Share Symbol | Market | Type |
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Trinity Industries Inc | NYSE:TRN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
3.53 | 13.57% | 29.55 | 29.83 | 26.84 | 27.19 | 1,400,898 | 21:04:26 |
Filed by the Registrant ☑
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Filed by a party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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2525 N. Stemmons Freeway
Dallas, Texas 75207-2401 www.trin.net |
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To Be Held on May 4, 2020
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TO: Trinity Industries, Inc. Stockholders:
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The 2020 Annual Meeting of Stockholders of Trinity Industries, Inc. will be held at the principal executive offices of the Company, 2525 N. Stemmons Freeway, Dallas, Texas 75207, on Monday, May 4, 2020, at 8:30 a.m., Central Daylight Time.
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At the meeting, the stockholders will act on the following matters:
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(1)
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Election of the seven nominees named in the attached proxy statement as directors;
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(2)
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Advisory vote on named executive officer compensation;
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(3)
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Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and
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(4)
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Any other matters that may properly come before the meeting.
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All stockholders of record at the close of business on March 13, 2020 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.
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Time and Date:
8:30 a.m., Central Daylight Time, May 4, 2020 |
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Place:
2525 N. Stemmons Freeway, Dallas, Texas 75207 |
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Record Date:
March 13, 2020 |
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Voting:
Stockholders as of the record date are entitled to vote |
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Item
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Description
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Board Recommendation
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Page
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1
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Election of Directors
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FOR each nominee
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11
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2
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Advisory vote to approve named executive officer compensation
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FOR
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14
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3
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Ratification of Ernst & Young LLP as independent auditors for 2020
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FOR
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16
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Nominee/Age
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Principal Occupation
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Committees
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E. Jean Savage, 56
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Chief Executive Officer and President, Trinity Industries, Inc.
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None
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John L. Adams, 75
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Former Chairman, Group 1 Automotive, Inc.
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Finance and Governance
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Brandon B. Boze, 39
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President, ValueAct Capital
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Finance and HR
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John J. Diez, 49
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President, Fleet Management Solutions, Ryder System, Inc.
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Audit, Finance, and Governance
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Leldon E. Echols, 64
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Non-Executive Chairman, Trinity Industries, Inc
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Audit, Finance, Governance, and HR
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Charles W. Matthews, 75
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Retired Vice President and General Counsel, Exxon Mobil Corporation
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Governance and HR
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Dunia A. Shive, 59
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Former Chief Executive Officer and President, Belo Corp.
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Audit, Governance, and Finance
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Trinity Industries, Inc.
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1
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2020 Proxy Statement
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Trinity Industries, Inc.
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2
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2020 Proxy Statement
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Item
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Description
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Votes Required for Approval
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Effect of Withheld Vote/Abstention
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1
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Election of Directors
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Affirmative vote of a majority of the votes cast for the election of directors at the Annual Meeting
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An incumbent director nominee who receives a greater number of votes “withheld” than “for” is required to tender his or her resignation, which will be accepted or rejected by the Board as more fully described in “Election of Directors.” An abstention will not count as a vote cast and therefore will not affect the outcome of the vote.
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2
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Advisory vote to approve named executive officer compensation
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Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter
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An abstention will effectively count as a vote cast against this proposal.
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3
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Ratification of Ernst & Young LLP as independent auditors for 2020
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Affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter
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An abstention will effectively count as a vote cast against this proposal.
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Trinity Industries, Inc.
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3
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2020 Proxy Statement
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Trinity Industries, Inc.
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4
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2020 Proxy Statement
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Director
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Audit
Committee |
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Corporate Governance &
Directors Nominating Committee |
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Finance & Risk
Committee |
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Human Resources
Committee |
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John L. Adams
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*
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*
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Brandon B. Boze
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C
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*
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John J. Diez
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*
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C
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*
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Leldon E. Echols
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*
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*
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*
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C
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Charles W. Matthews
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*
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*
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Dunia A. Shive
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C
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*
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*
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Trinity Industries, Inc.
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5
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2020 Proxy Statement
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the name of the stockholder, evidence of the person’s ownership of Company stock, including the number of shares owned and the length of time of ownership, and a description of all arrangements or understandings regarding the submittal between the stockholder and the recommended candidate; and
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the name, age, business and residence addresses of the candidate, the candidate’s résumé or a listing of his or her qualifications to be a director of the Company, and the person’s consent to be a director if selected by the Governance Committee, nominated by the Board, and elected by the stockholders.
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Trinity Industries, Inc.
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6
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2020 Proxy Statement
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Trinity Industries, Inc.
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7
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2020 Proxy Statement
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review the total direct compensation (base salary, annual incentive, and long-term incentive);
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help identify and confirm that the comparator companies selected by the HR Committee were appropriate; and
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gather publicly-traded comparator company proxies and peer survey data to ascertain market competitive rates for the named executive officers.
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Trinity Industries, Inc.
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8
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2020 Proxy Statement
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Trinity Industries, Inc.
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9
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2020 Proxy Statement
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Trinity Industries, Inc.
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10
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2020 Proxy Statement
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Trinity Industries, Inc.
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11
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2020 Proxy Statement
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Trinity Industries, Inc.
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12
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2020 Proxy Statement
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Trinity Industries, Inc.
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13
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2020 Proxy Statement
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Trinity Industries, Inc.
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14
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2020 Proxy Statement
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2019
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2018
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Audit fees
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$2,288,500
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$3,305,500
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Audit-related fees
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155,000
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2,053,200
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Tax fees
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199,051
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558,000
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Trinity Industries, Inc.
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15
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2020 Proxy Statement
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Trinity Industries, Inc.
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16
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2020 Proxy Statement
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Timothy R. Wallace, former Chief Executive Officer and President
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Melendy E. Lovett, Senior Vice President and Chief Administrative Officer. Ms. Lovett served as Senior Vice President and Chief Financial Officer until April 1, 2020, when she assumed her current role.
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Eric R. Marchetto, Senior Vice President and Chief Financial Officer. Mr Marchetto served as Senior Vice President and Group President, TrinityRail until April 1, 2020, when he assumed his current role.
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Paul E. Mauer, President, TrinityRail Products
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Sarah R. Teachout, Senior Vice President and Chief Legal Officer
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James E. Perry, former Senior Vice President and Chief Financial Officer
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a decline in the interest rate used to calculate the present value of the pension benefit; and
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above market earnings on non-qualified deferred compensation.
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Trinity Industries, Inc.
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17
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2020 Proxy Statement
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Separated the roles of CEO and Chairman of the Board of Directors
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Selected two performance metrics for the 2019 annual incentive plan: profit before tax (“PBT”) (weighted 85%) and a qualitative metric related to embedding return metrics into the Company’s culture (weighted 15%)
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Increased the overall 2019 annual incentive maximum payout from 180% in 2018 to 185% in 2019, which is more closely aligned to current market practices
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In addition to relative total stockholder return (“TSR”), the HR Committee added pre-tax return on equity (“ROE”) as a performance metric for the 2019-2021 long-term incentive (“LTI”) program, thereby promoting focus on balanced long-term metrics. ROE was added as a metric that supports key stockholder interests, in particular given the value and strategic importance of the leasing business. The Company defined ROE as PBT adjusted for non-controlling income or loss, divided by total stockholder’s equity excluding non-controlling interest, adjusted for accumulated other comprehensive income and loss.
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Increased the performance-based component of the 2019 LTI program to 80% from 60% in 2018 for each named executive officer’s LTI award. The remaining 20% was issued as time-based LTI.
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Eliminated annual executive perquisite allowances
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Updated the compensation benchmarking peer group to reflect the size and business industry of the post-spin rail-focused company
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Issued updated change-in-control agreements that are more closely aligned to current market practices, including among other things, double-trigger equity vesting for all awards issued after 2018
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Updated the stock ownership policy to more closely align with current market practices
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Performance-based long-term incentive awards for the 2016-2018 period, which vested in 2019, resulted in a below-target payout of 22%. See “Treatment of Equity Awards in Connection with the Spin-off of Arcosa” for a detailed explanation of the payout.
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Trinity Industries, Inc.
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18
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2020 Proxy Statement
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Full year revenues of $3.0 billion, reflecting growth of 19.8% compared to 2018
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Reported earnings per share of $1.09, an increase of 56% compared to 2018
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Adjusted earnings per share of $1.26, an increase of 64% compared to 2018 (excludes $0.17 per share of one-time charges occurring in the fourth quarter)
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Total net additions of 4,490 railcars to the wholly-owned and partially-owned lease fleets, an increase of 4.5% compared to 2018
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The Company's Rail Products Group delivered 21,960 railcars, an increase of 9.2% compared to 2018
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Began construction of a railcar maintenance services facility that expands the Company’s internal network and operational flexibility in a key geographic area
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Increased the loan-to-value ratio of the wholly-owned lease fleet (including the corporate revolving credit facility) to 55.1% as of December 31, 2019, compared to 46.6% at December 31, 2018
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Returned over $376.8 million to stockholders in the form of share repurchases and dividends
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Return on equity and pre-tax return on equity improved significantly in 2019 to 5.6% and 9.0% respectively, compared to 4.3% and 6.3%, respectively in 2018
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Trinity Industries, Inc.
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19
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2020 Proxy Statement
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(1)
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Dividends on all unvested restricted stock units issued to employees, including the named executive officers, are accrued and paid upon vesting.
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(2)
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Mr. Wallace and Mr. Perry are no longer subject to stock ownership requirements.
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Trinity Industries, Inc.
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20
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2020 Proxy Statement
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The 2020 annual incentive compensation program will continue to be based in part on PBT
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The 2020 long-term incentive awards program for executive officers (exclusive of one-time awards) will be issued as 40% performance units based on relative TSR and 40% on ROE, and 20% as time-based restricted stock units
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the breadth, complexity, and scope of each executive’s responsibilities within the Company;
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the executive’s performance in optimizing the Company’s overall success in providing leadership support of operational and financial flexibility that directs resources to railcar leasing, maintaining and manufacturing products in greatest demand and capitalizes on investment opportunities;
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past performance through changing economic cycles and business climates with respect to specific financial, strategic, and operating objectives; and
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compensation benchmark data from peer group companies (the “Peer Survey Data”) against which executive compensation is compared.
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the full range of payout opportunity for performance-based compensation, which typically results in actual compensation levels that vary from the targeted range described above,
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the periodic and relative impact on earnings and returns of external business conditions outside the control of the executives,
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Trinity Industries, Inc.
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21
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2020 Proxy Statement
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the scope and breadth of the individual executive’s role as compared to similar peer roles, and the executive’s influence and participation in contributing to executive activities in addition to the peer defined scope, and
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the cyclical nature of the Company’s business.
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Base salary was not increased for 2019 for Mr. Wallace
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Performance-based pay made up 72% of the CEO’s total target compensation
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A portion of performance-based long-term incentive awards are earned based on relative TSR
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Trinity Industries, Inc.
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22
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2020 Proxy Statement
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2019 Executive Compensation Program Objectives
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2019 Executive Compensation Program Design
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Provide an incentive for long-term value creation for stockholders.
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•
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Use equity-based awards and executive stock ownership requirements to align with stockholder interests
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Encourage the highest level of performance and accountability for optimizing the shared characteristics between the Company’s businesses for its overall success
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•
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Provide compensation opportunity commensurate with Company performance and annual and long-term incentives that are linked to stockholder interests
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Align compensation with annual and long-term business objectives, strategies, and financial targets
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•
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Provide a reasonable mix of fixed and incentive compensation (approximately 28% fixed, 72% incentive for the CEO; approximately 39% fixed, 61% incentive on average for the other named executive officers)
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Motivate senior executives to successfully guide the Company through changing economic cycles and business climates
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•
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Provide a reasonable balance between annual and long-term compensation (approximately 35% annual, 65% long-term for the CEO; approximately 52% annual, 48% long-term on average for the other named executive officers)
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Attract, motivate and retain the key executives needed to enhance the performance and profitability of the Company throughout its business cycles and meet its objective for collaboration and innovation among its senior executives
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•
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Maintain competitive pay levels based on the Peer Survey Data and peer group proxy disclosure data (targeted range for total target compensation is generally within 10% above or below the 50th percentile of the Peer Survey Data)
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Encourage executives to enhance the Company’s position as an industry-leading integrated railcar leasing, manufacturing, and services business
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•
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Provide compensation levels aligned with performance and that address both industry competitiveness as well as recruiting/retention competitiveness
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Be transparent and easy to understand by the programs’ participants and the Company’s stockholders
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Trinity Industries, Inc.
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23
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2020 Proxy Statement
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•
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Air Lease Corporation
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•
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Oshkosh Corporation
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•
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Allison Transmission Holdings, Inc.
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•
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REV Group, Inc
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American Railcar Industries, Inc.
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•
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Ryder System, Inc.
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•
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Astec Industries, Inc.
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•
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Terex Corporation
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FreightCar America, Inc
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•
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The Greenbrier Companies, Inc.
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GATX Corporation
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•
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United Rentals, Inc.
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Herc Holdings Inc.
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•
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Wabash National Corporation
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The Manitowoc Company, Inc.
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•
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WABCO Holdings Inc.
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Meritor, Inc.
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•
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Westinghouse Air Brake Technologies Corporation
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Trinity Industries, Inc.
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24
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2020 Proxy Statement
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Trinity Industries, Inc.
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25
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2020 Proxy Statement
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a base salary;
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an annual incentive plan; and
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a long-term incentive plan.
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Trinity Industries, Inc.
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26
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2020 Proxy Statement
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Named Executive Officer
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2019 Base
Salary Amount |
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Timothy R. Wallace
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$1,050,000
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Melendy E. Lovett
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$491,667
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Eric R. Marchetto
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$535,417
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Paul E. Mauer
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$540,000
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Sarah R. Teachout
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$430,000
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James E. Perry
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$338,000
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historical, current and forecasted business and industry performance;
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an evaluation of the Company’s current placement in its multi-year business cycle;
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a review of Peer Survey Data in support of the HR Committee’s objective of delivering competitive pay throughout the Company’s business cycle;
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the volatile nature of the Company’s earnings, common within the cyclical industries in which the Company operates; and
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recognition of the individual performance factors set forth under “2019 Total Target Compensation.”
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Trinity Industries, Inc.
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27
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2020 Proxy Statement
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Named Executive Officer(1)
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2019 Annual
Incentive Target |
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Timothy R. Wallace
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$1,312,500
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Melendy E. Lovett
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$400,000
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Eric R. Marchetto
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$425,000
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Paul E. Mauer
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$400,000
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Sarah R. Teachout
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$300,000
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(1)
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In accordance with Mr. Perry’s transition agreement, he was not a participant in the 2019 AIP.
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Trinity Industries, Inc.
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28
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2020 Proxy Statement
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Threshold
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Target
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Maximum
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2019 Actual
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85% - Profit Before Tax ($M)
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$171
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$213
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$266
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$215.4
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Named executive officer PBT AIP payout opportunity as a percentage of target
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40%
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100%
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200%
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104.5%
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Implementation of returns scorecards
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N/A
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Successful
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N/A
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Successful
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2019 actual payout level
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104%
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Trinity Industries, Inc.
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29
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2020 Proxy Statement
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Trinity Industries, Inc.
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30
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2020 Proxy Statement
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Named Executive (1)
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2019 LTI Target
Amount |
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Timothy R. Wallace
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$4,462,500
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Melendy E. Lovett
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$800,000
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Eric R. Marchetto
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$900,000
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Paul E. Mauer
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$860,000
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Sarah R. Teachout
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$650,000
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Trinity Industries, Inc.
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31
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2020 Proxy Statement
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Trinity Industries, Inc.
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32
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2020 Proxy Statement
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Trinity Industries, Inc. Standard Pension Plan (the “Standard Pension Plan”) - a funded, tax qualified, non-contributory defined benefit pension plan that covers certain of the Company’s employees, including certain of the named executive officers. Earnings are capped by the Internal Revenue Code of 1986, as amended (the “Code”), for those defined as “highly compensated employees.”
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Trinity Industries, Inc.
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2020 Proxy Statement
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Trinity Industries, Inc. Supplemental Retirement Plan (the “Supplemental Retirement Plan”) - a non-qualified plan that provides annual retirement benefits that were not provided under the Standard Pension Plan because of Code limitations. Several years ago, the Board of Directors made the decision to discontinue adding executives to this plan. Mr. Wallace was a participant at the time and was grandfathered. As a result, Mr. Wallace was the last remaining employee participating in the Supplemental Retirement Plan. In addition to Mr. Wallace, certain retired employees, or their beneficiaries, participate in the Supplemental Retirement Plan. Effective March 31, 2009, the Board amended the Supplemental Retirement Plan to reduce future retirement plan costs. This amendment provided that all future benefit accruals under the Supplemental Retirement Plan automatically ceased and the accrued benefits under the Supplemental Retirement Plan were determined and frozen as of that date, including Mr. Wallace’s benefits.
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Trinity Industries, Inc. Profit Sharing 401(k) Plan (the “401(k) Plan”) - a voluntary, tax qualified, defined contribution plan that covers most of the Company’s employees, including the named executive officers, and includes a potential annual Company match for a portion of each employee’s contribution.
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Trinity Industries, Inc. Supplemental Profit Sharing Plan (the “Supplemental Plan”) - a supplemental deferred profit sharing plan for highly compensated employees, including the named executive officers, that allows them to defer a portion of their base pay and annual incentive and includes a Company match for a portion of their contribution.
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•
|
Transition Compensation Plan (the “Transition Compensation Plan”) - a plan designed to facilitate a smooth transition when a senior executive separates from service with the Company. The Transition Compensation Plan is a long-term plan whereby an amount equal to 10% of a participant’s salary and annual incentive compensation is set aside each year in an account on the books of the Company. The account is credited monthly with an interest rate equivalent as determined annually by the HR Committee (5% for 2019). Effective January 1, 2019, Company contributions to the Transition Compensation Plan will be discontinued when the account balance reaches three times January 1, 2019 base salary plus 2019 target annual incentive for Mr. Wallace and two times January 1, 2019 base salary plus 2019 target annual incentive for all other participants. The accounts will continue to earn interest at the annually approved rate. The account is payable to the participant in a lump sum or annual installments from one to 20 years as elected by the participant, commencing on the one year anniversary of the participant’s separation from service, subject to compliance with the following conditions, unless in the event of the participant’s death, disability or a change in control (as such terms are defined in the Transition Compensation Plan):
|
(i)
|
The participant must give at least six months advance written notice of intent to transition out of his or her position and must work with the CEO, the Board, or its designee to develop and implement an agreed-on succession process to facilitate the smooth transition of the participant’s duties and responsibilities to his or her successor.
|
Trinity Industries, Inc.
|
| |
34
|
| |
2020 Proxy Statement
|
(ii)
|
For a minimum of one year after completing the required transition, the participant must be available to the Company for consultation, at mutually agreed remuneration, regarding the Company’s business and financial affairs.
|
(iii)
|
For one year after separation from service, the participant may not, directly or indirectly, become or serve as an officer, employee, owner or partner of any business which competes in a material manner with the Company, without the prior written consent of the CEO, the Chairman of the HR Committee, the Board, or its designee.
|
Trinity Industries, Inc.
|
| |
35
|
| |
2020 Proxy Statement
|
(i)
|
the agreements now have a fixed three-year term rather than an evergreen renewal provision;
|
(ii)
|
the agreements continue to provide for the single trigger vesting for equity awards granted prior to the effective date of the agreements and provide for a Qualifying Termination double trigger vesting for equity awards granted after the effective date of the agreements;
|
(iii)
|
the amendments have modified the severance payments to equal a multiple of the executive’s base salary plus the target annual bonus in effect upon the change of control, or if higher, at the time of termination, whereas the agreements prior to the amendments provided for severance payments equal to a multiple of the executive’s base salary and the average bonus earned with respect to the three most recently completed full fiscal years (or, if the executive had not been employed for three years, all completed fiscal years that the executive was employed). The severance multiple for Ms. Lovett and Mr. Mauer was reduced to two times the relevant amount from three times the relevant amount. The severance multiple for Mr. Marchetto was retained at two times the relevant amount. The severance multiple for Ms. Teachout was increased to two times the relevant amount from one and one half times the relevant amount.
|
(iv)
|
the amendments reduce the payments for all medical, dental, vision, health, and life insurance benefits which were being provided to the executive at the time of termination of employment from 36 months to 24 months; and
|
(v)
|
the amendments provide that the acceleration of vesting of retirement and deferred compensation benefits under the Company’s non-qualified retirement and deferred compensation plans are now subject to a Qualifying Termination double trigger.
|
Trinity Industries, Inc.
|
| |
36
|
| |
2020 Proxy Statement
|
Trinity Industries, Inc.
|
| |
37
|
| |
2020 Proxy Statement
|
Trinity Industries, Inc.
|
| |
38
|
| |
2020 Proxy Statement
|
•
|
a decline in the interest rate used to calculate the present value of the pension benefit ($2,959,000); and
|
•
|
above market earnings on nonqualified deferred compensation under the Transition Compensation Plan ($116,556).
|
|
Name and
Principal Position(1) |
| |
Year
|
| |
Salary(2)
($) |
| |
Bonus
($) |
| |
Stock
Awards(3) ($) |
| |
Non-Equity
Incentive Plan Compensation(4) ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) |
| |
All Other
Compensation(6) ($) |
| |
Total
($) |
|
|
Timothy R. Wallace
Former Chief Executive Officer and President |
| |
2019
|
| |
$1,050,000
|
| |
$—
|
| |
$4,458,510
|
| |
$1,365,000
|
| |
$3,075,556
|
| |
$292,853
|
| |
$10,241,919
|
|
|
2018
|
| |
1,050,000
|
| |
—
|
| |
5,199,268
|
| |
1,456,875
|
| |
78,438
|
| |
338,594
|
| |
8,123,175
|
| |||
|
2017
|
| |
1,050,000
|
| |
—
|
| |
4,273,282
|
| |
1,863,750
|
| |
1,356,822
|
| |
411,122
|
| |
8,954,976
|
| |||
|
Melendy E. Lovett
Senior Vice President and Chief Administrative Officer |
| |
2019
|
| |
491,667
|
| |
—
|
| |
799,320
|
| |
416,000
|
| |
9,420
|
| |
113,624
|
| |
1,830,031
|
|
|
2018
|
| |
435,000
|
| |
150,000
|
| |
1,740,734
|
| |
337,995
|
| |
5,508
|
| |
124,302
|
| |
2,793,539
|
| |||
|
2017
|
| |
435,000
|
| |
—
|
| |
622,471
|
| |
432,390
|
| |
4,899
|
| |
142,688
|
| |
1,637,448
|
| |||
|
Eric R. Marchetto
Senior Vice President and Chief Financial Officer |
| |
2019
|
| |
535,417
|
| |
37,500
|
| |
899,243
|
| |
442,000
|
| |
63,000
|
| |
131,253
|
| |
2,108,413
|
|
|
2018
|
| |
412,000
|
| |
337,500
|
| |
436,899
|
| |
294,150
|
| |
—
|
| |
62,162
|
| |
1,542,711
|
| |||
|
Paul E. Mauer
President, TrinityRail Products |
| |
2019
|
| |
540,000
|
| |
45,000
|
| |
859,247
|
| |
416,000
|
| |
102,000
|
| |
131,094
|
| |
2,093,341
|
|
|
2018
|
| |
489,250
|
| |
345,000
|
| |
699,098
|
| |
344,100
|
| |
—
|
| |
66,608
|
| |
1,944,056
|
| |||
|
Sarah R. Teachout
Senior Vice President and Chief Legal Officer |
| |
2019
|
| |
430,000
|
| |
250,000
|
| |
849,450
|
| |
312,000
|
| |
—
|
| |
94,418
|
| |
1,935,868
|
|
|
James E. Perry
Former Senior Vice President and Chief Financial Officer |
| |
2019
|
| |
338,000
|
| |
—
|
| |
—
|
| |
—
|
| |
24,950
|
| |
53,677
|
| |
416,627
|
|
|
2018
|
| |
556,000
|
| |
—
|
| |
1,514,661
|
| |
499,500
|
| |
15,324
|
| |
158,201
|
| |
2,743,686
|
| |||
|
2017
|
| |
556,000
|
| |
—
|
| |
1,244,915
|
| |
639,000
|
| |
15,838
|
| |
194,742
|
| |
2,650,495
|
|
(1)
|
Mr. Wallace also served as Chairman until March 2019. Mr. Perry served as Senior Vice President and Chief Financial Officer through February 2019. Ms. Lovett served as Senior Vice President and Chief Administrative Officer through February 2019, when she became Senior Vice President and Chief Financial Officer. She assumed her current role on April 1, 2020. Mr. Marchetto served as Chief Commercial Officer of TrinityRail through March 2019, when he became Senior Vice President and Group President, TrinityRail. He assumed his current role on April 1, 2020.
|
(2)
|
For Messrs. Wallace, Marchetto, Mauer, Ms. Teachout, and Perry $32,466; $26,771; $32,400; $43,000; and $6,760 respectively, of the above amount was deferred pursuant to the Supplemental Plan and also is reported in the “Nonqualified Deferred Compensation Table.”
|
(3)
|
Equity awards are the grant date fair value dollar amounts computed in accordance with ASC Topic 718. The policy and assumptions made in the valuation of share-based payments are contained in Note 13 of Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2019. Amounts include grants of performance-based restricted stock units under the Performance Unit Program for the 2019-2021 performance period at target value for Messrs. Wallace $3,565,996; Ms. Lovett $639,303; Messrs. Marchetto $719,233; Mauer
|
Trinity Industries, Inc.
|
| |
39
|
| |
2020 Proxy Statement
|
(4)
|
Non-equity incentive plan compensation represents cash awards earned during 2019 under the 2019 Annual Incentive Program based on goal achievements. For 2019, for Messrs. Wallace, Marchetto, Mauer, and Ms. Teachout, $40,950; $35,360; $24,960; and $46,800, respectively, of the above amount was deferred pursuant to the Supplemental Plan and is also reported in the “Nonqualified Deferred Compensation Table.”
|
(5)
|
This column represents both changes in pension value for the named executive officers, as well as above market earnings on deferred compensation. During 2019, total pension values under the Standard Pension Plan and the Supplemental Retirement Plan for Messrs. Wallace, Marchetto, Mauer, and Perry increased $2,959,000, $63,000, $102,000, and $1,000, respectively. For 2019 for Messrs. Wallace, Ms. Lovett, and Perry, the above market earnings on nonqualified deferred compensation under the Transition Compensation Plan were $116,556; $9,420; and $23,950, respectively.
|
(6)
|
The following table is a breakdown of all other compensation included in the “Summary Compensation Table” for the named executive officers:
|
|
Name
|
| |
Year
|
| |
Executive
Perquisite Allowance(1) |
| |
Perquisites
and Other Personal Benefits(2) |
| |
Company
Contributions to Defined Contribution Plans (3) |
| |
Executive
Transition Compensation Plan(4) |
| |
Total All
Other Compensation |
|
|
Timothy R. Wallace
|
| |
2019
|
| |
$—
|
| |
$—
|
| |
$51,353
|
| |
$241,500
|
| |
$292,853
|
|
|
2018
|
| |
30,000
|
| |
—
|
| |
57,906
|
| |
250,688
|
| |
338,594
|
| |||
|
2017
|
| |
75,000
|
| |
—
|
| |
44,747
|
| |
291,375
|
| |
411,122
|
| |||
|
Melendy E. Lovett
|
| |
2019
|
| |
—
|
| |
8,857
|
| |
14,000
|
| |
90,767
|
| |
113,624
|
|
|
2018
|
| |
30,000
|
| |
5,452
|
| |
11,550
|
| |
77,300
|
| |
124,302
|
| |||
|
2017
|
| |
41,000
|
| |
4,959
|
| |
9,990
|
| |
86,739
|
| |
142,688
|
| |||
|
Eric R. Marchetto
|
| |
2019
|
| |
—
|
| |
—
|
| |
33,511
|
| |
97,742
|
| |
131,253
|
|
|
2018
|
| |
30,000
|
| |
—
|
| |
32,162
|
| |
—
|
| |
62,162
|
| |||
|
Paul E. Mauer
|
| |
2019
|
| |
—
|
| |
—
|
| |
35,494
|
| |
95,600
|
| |
131,094
|
|
|
2018
|
| |
30,000
|
| |
—
|
| |
36,608
|
| |
—
|
| |
66,608
|
| |||
|
Sarah R. Teachout
|
| |
2019
|
| |
—
|
| |
—
|
| |
20,218
|
| |
74,200
|
| |
94,418
|
|
|
James E. Perry
|
| |
2019
|
| |
—
|
| |
—
|
| |
19,877
|
| |
33,800
|
| |
53,677
|
|
|
2018
|
| |
30,000
|
| |
—
|
| |
22,651
|
| |
105,550
|
| |
158,201
|
| |||
|
2017
|
| |
54,000
|
| |
—
|
| |
21,242
|
| |
119,500
|
| |
194,742
|
|
(1)
|
Represents the amounts payable pursuant to the executive perquisite allowance, which was discontinued for 2019.
|
(2)
|
Represents the dividends earned in 2019 under the amended 2005 Deferred Plan for Director Fees.
|
(3)
|
Represents the Company’s matching amounts and the Additional Retirement Contribution under the Company’s 401(k) Plan for 2019 for Messrs. Wallace $13,750; Ms. Lovett $14,000; Messrs. Marchetto $13,476; Mauer $13,560; Ms. Teachout $9,090; and Perry $14,000 and under the Company’s Supplemental Plan for 2019 for Messrs. Wallace $37,603; Marchetto $20,035; Mauer $21,934; Ms. Teachout $11,128; and Perry $5,877.
|
(4)
|
Represents an amount equal to 10% of the salaries and annual incentive compensation set aside pursuant to the Transition Compensation Plan. These amounts also are included in the “Nonqualified Deferred Compensation Table.” Each named executive officer participates in the Transition Compensation Plan, which is an unfunded long-term plan whereby an amount equal to 10% of salary and annual incentive compensation is set aside in an account on the books of the Company. The account is credited monthly with an interest rate equivalent as determined annually by the HR Committee (5% for 2019). The account is payable to the participant in a lump sum or annual installments from one to 20 years, subject to compliance with the following conditions, unless in the event of the participant's death, disability or a change in control (as such terms are defined in the Transition Compensation Plan):
|
(i)
|
The participant must give at least six months advance written notice of intent to transition out of his or her position and must work with the CEO, the Board, or its designee to develop and implement an agreed-on succession process to facilitate the smooth transition of the participant’s duties and responsibilities to his or her successor.
|
(ii)
|
For a minimum of one year after completing the required transition, the participant must be available to the Company for consultation, at mutually-agreed remuneration, regarding the Company’s business and financial affairs.
|
Trinity Industries, Inc.
|
| |
40
|
| |
2020 Proxy Statement
|
(iii)
|
For one year after separation from service, the participant may not, directly or indirectly, become or serve as an officer, employee, owner or partner of any business which competes in a material manner with the Company, without the prior written consent of the CEO, the Chair of the HR Committee, the Board, or its designee.
|
|
Name
|
| |
Grant
Date(1) |
| |
Estimated Possible Payouts and
Future Payouts Under Non- Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards (3) |
| |
All Other
Stock Awards Number of Shares of Stock or Awards(4) (#) |
| |
Grant
Date Fair Value of Stock Awards(5) ($) |
| ||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold(6)
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||
|
Timothy R. Wallace
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Profit Before Tax
|
| |
|
| |
$446,250
|
| |
$1,115,625
|
| |
$2,231,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Returns Scorecard
|
| |
|
| |
—
|
| |
196,875
|
| |
196,875
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Equity Awards - Time Based
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
40,131
|
| |
892,513
|
|
|
2019 Equity Awards - Performance ROE
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
24,078
|
| |
80,261
|
| |
160,522
|
| |
|
| |
1,626,890
|
|
|
2019 Equity Awards - Performance TSR
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
24,078
|
| |
80,261
|
| |
160,522
|
| |
|
| |
1,939,106
|
|
|
Total
|
| |
|
| |
446,250
|
| |
1,312,500
|
| |
2,428,125
|
| |
48,156
|
| |
160,522
|
| |
321,044
|
| |
40,131
|
| |
4,458,509
|
|
|
Melendy E. Lovett
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Profit Before Tax
|
| |
|
| |
136,000
|
| |
340,000
|
| |
680,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Returns Scorecard
|
| |
|
| |
—
|
| |
60,000
|
| |
60,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Equity Awards - Time Based
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,195
|
| |
160,017
|
|
|
2019 Equity Awards - Performance ROE
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
4,317
|
| |
14,389
|
| |
28,778
|
| |
|
| |
291,665
|
|
|
2019 Equity Awards - Performance TSR
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
4,317
|
| |
14,389
|
| |
28,778
|
| |
|
| |
347,638
|
|
|
Total
|
| |
|
| |
136,000
|
| |
400,000
|
| |
740,000
|
| |
8,634
|
| |
28,778
|
| |
57,556
|
| |
7,195
|
| |
799,320
|
|
|
Eric R. Marchetto
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Profit Before Tax
|
| |
|
| |
144,500
|
| |
361,250
|
| |
722,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Returns Scorecard
|
| |
|
| |
—
|
| |
63,750
|
| |
63,750
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Equity Awards - Time Based
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,094
|
| |
180,011
|
|
|
2019 Equity Awards - Performance ROE
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
4,856
|
| |
16,188
|
| |
32,376
|
| |
|
| |
328,131
|
|
|
2019 Equity Awards - Performance TSR
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
4,856
|
| |
16,188
|
| |
32,376
|
| |
|
| |
391,102
|
|
|
Total
|
| |
|
| |
144,500
|
| |
425,000
|
| |
786,250
|
| |
9,712
|
| |
32,376
|
| |
64,752
|
| |
8,094
|
| |
899,244
|
|
|
Paul E. Mauer
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Profit Before Tax
|
| |
|
| |
136,000
|
| |
340,000
|
| |
680,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Returns Scorecard
|
| |
|
| |
—
|
| |
60,000
|
| |
60,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Equity Awards - Time Based
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,734
|
| |
172,004
|
|
|
2019 Equity Awards - Performance ROE
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
4,640
|
| |
15,468
|
| |
30,936
|
| |
|
| |
313,536
|
|
|
2019 Equity Awards - Performance TSR
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
4,640
|
| |
15,468
|
| |
30,936
|
| |
|
| |
373,707
|
|
|
Total
|
| |
|
| |
136,000
|
| |
400,000
|
| |
740,000
|
| |
9,280
|
| |
30,936
|
| |
61,872
|
| |
7,734
|
| |
859,247
|
|
|
Sarah R. Teachout
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Profit Before Tax
|
| |
|
| |
102,000
|
| |
255,000
|
| |
510,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Annual Incentive Plan: Returns Scorecard
|
| |
|
| |
—
|
| |
45,000
|
| |
45,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2019 Equity Awards - Time Based
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,839
|
| |
330,019
|
|
|
2019 Equity Awards - Performance ROE
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
3,507
|
| |
11,691
|
| |
23,382
|
| |
|
| |
236,977
|
|
|
2019 Equity Awards - Performance TSR
|
| |
5/6/2019
|
| |
|
| |
|
| |
|
| |
3,507
|
| |
11,691
|
| |
23,382
|
| |
|
| |
282,455
|
|
|
Total
|
| |
|
| |
102,000
|
| |
300,000
|
| |
555,000
|
| |
7,014
|
| |
23,382
|
| |
46,764
|
| |
14,839
|
| |
849,451
|
|
(1)
|
The grant date of all stock awards is the date of the HR Committee meeting or Board meeting at which such award was approved.
|
(2)
|
Represents the potential amounts payable in 2020 under the 2019 annual incentive program for attainment of performance goals. As previously noted, the awards under the 2019 annual incentive program paid at 104% of the overall performance target, which is based on the components of PBT and a qualitative evaluation of implementing returns “Scorecards.”
|
Trinity Industries, Inc.
|
| |
41
|
| |
2020 Proxy Statement
|
(3)
|
For 2019 equity awards, represents the number of performance-based restricted stock units that were awarded in May 2019 to each of the named executive officers as performance-based awards based on financial performance for 2019 through 2021. These units are earned and vest as discussed below.
|
(4)
|
Represents time-based restricted stock units awarded in May 2019.
|
(5)
|
The grant date fair value of the stock awards is calculated in accordance with ASC Topic 718.
|
(6)
|
Represents threshold payment if threshold relative TSR and ROE is achieved.
|
Trinity Industries, Inc.
|
| |
42
|
| |
2020 Proxy Statement
|
Trinity Industries, Inc.
|
| |
43
|
| |
2020 Proxy Statement
|
|
Name
|
| |
Stock Awards
|
| |||||||||
|
Number of Shares
or Units of Stock That Have Not Vested (#)(1) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($) |
| |
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 ($) |
| |||
|
Timothy R. Wallace
|
| |
608,277
|
| |
$13,473,336
|
| |
272,428(2)
|
| |
$6,034,280(2)
|
|
|
Melendy E. Lovett
|
| |
122,615
|
| |
2,715,922
|
| |
47,777(2)
|
| |
1,058,261(2)
|
|
|
Eric R. Marchetto
|
| |
65,848
|
| |
1,458,533
|
| |
51,223(2)
|
| |
1,134,589(2)
|
|
|
Paul E. Mauer
|
| |
81,676
|
| |
1,809,123
|
| |
50,659(2)
|
| |
1,122,097(2)
|
|
|
Sarah R. Teachout
|
| |
37,578
|
| |
832,353
|
| |
36,491(2)
|
| |
808,276(2)
|
|
|
James E. Perry
|
| |
180,708
|
| |
4,002,682
|
| |
9,219(2)
|
| |
204,201(2)
|
|
(1)
|
The following table provides the vesting date of unvested stock awards.
|
(2)
|
Represents the 2018 threshold TSR, 2019 target TSR, and 2019 max ROE number or value, as applicable, of performance-based restricted stock units that could be earned if financial performance goals are achieved. The actual number of shares to be issued in 2021 will be based on the Company’s annualized TSR from 2018 through 2020 as compared to the average three-year annualized TSR of the companies comprising the S&P Mid-Cap 400 Index. The actual number of shares to be issued in 2022 will be based on the Company’s TSR and ROE from 2019 through 2021. See “Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table” and “Compensation Discussion and Analysis — Long Term Incentive Compensation.”
|
|
Vesting Date
|
| |
Timothy R.
Wallace |
| |
Melendy E.
Lovett |
| |
Eric R.
Marchetto |
| |
Paul E.
Mauer |
| |
Sarah R.
Teachout |
| |
James E.
Perry |
|
|
5/15/2020
|
| |
302,809
|
| |
44,108
|
| |
25,447
|
| |
40,714
|
| |
16,970
|
| |
88,216
|
|
|
5/15/2021
|
| |
55,775
|
| |
21,039
|
| |
6,687
|
| |
7,500
|
| |
4,690
|
| |
16,249
|
|
|
5/15/2022
|
| |
55,227
|
| |
21,633
|
| |
9,001
|
| |
8,595
|
| |
6,747
|
| |
10,243
|
|
|
5/15/2023
|
| |
20,065
|
| |
16,511
|
| |
5,047
|
| |
3,867
|
| |
5,171
|
| |
—
|
|
|
5/15/2024
|
| |
—
|
| |
2,666
|
| |
5,000
|
| |
—
|
| |
6,000
|
| |
|
|
|
5/15/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,000
|
| |
—
|
|
|
5/15/2026
|
| |
—
|
| |
—
|
| |
2,000
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2027
|
| |
—
|
| |
—
|
| |
2,000
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2028
|
| |
—
|
| |
—
|
| |
1,000
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,000
|
| |
—
|
|
|
Retirement(a)
|
| |
174,401
|
| |
19,324
|
| |
10,500
|
| |
—
|
| |
—
|
| |
—
|
|
|
Age 65(b)
|
| |
—
|
| |
—
|
| |
16,000
|
| |
—
|
| |
40,000
|
| |
|
|
|
The earlier of age 65 or rule of 80(c)
|
| |
—
|
| |
—
|
| |
1,500
|
| |
—
|
| |
—
|
| |
20,000
|
|
(a)
|
Grants of restricted stock which will vest upon the earlier of: (i) retirement; (ii) death, disability or change in control; or (iii) consent of the HR Committee after three years from the date of grant.
|
(b)
|
Grants of restricted stock which will vest upon the earlier of: (i) when the executive officer reaches age 65; (ii) death, disability, or change in control; or (iii) consent of the HR Committee after three years from the date of grant.
|
Trinity Industries, Inc.
|
| |
44
|
| |
2020 Proxy Statement
|
(c)
|
Grants which will vest upon the earlier of: (i) when the executive officer reaches age 65; (ii) the executive officer's age plus years of service equal 80; (iii) death, disability, or change in control; or (iv) consent of the HR Committee after three years from the date of grant.
|
|
Vesting Date
|
| |
Timothy R.
Wallace |
| |
Melendy E.
Lovett |
| |
Eric R.
Marchetto |
| |
Paul E.
Mauer |
| |
Sarah R.
Teachout |
| |
James E.
Perry |
|
|
5/15/2020
|
| |
16,814
|
| |
2,449
|
| |
1,413
|
| |
2,260
|
| |
1,370
|
| |
4,898
|
|
|
5/15/2021
|
| |
6,871
|
| |
1,001
|
| |
1,244
|
| |
924
|
| |
289
|
| |
2,001
|
|
|
5/15/2022
|
| |
—
|
| |
—
|
| |
667
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2023
|
| |
—
|
| |
—
|
| |
333
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2024
|
| |
—
|
| |
—
|
| |
888
|
| |
1,666
|
| |
—
|
| |
2,000
|
|
|
5/15/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
667
|
| |
—
|
|
|
5/15/2026
|
| |
—
|
| |
—
|
| |
666
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2027
|
| |
—
|
| |
—
|
| |
666
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2028
|
| |
—
|
| |
—
|
| |
333
|
| |
—
|
| |
—
|
| |
—
|
|
|
5/15/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
667
|
| |
—
|
| |
|
|
|
Retirement(a)
|
| |
58,135
|
| |
6,441
|
| |
3,500
|
| |
—
|
| |
—
|
| |
—
|
|
|
Age 65(b)
|
| |
—
|
| |
—
|
| |
—
|
| |
5,332
|
| |
—
|
| |
13,333
|
|
|
The earlier of age 65 or rule of 80(c)
|
| |
—
|
| |
—
|
| |
500
|
| |
—
|
| |
—
|
| |
6,666
|
|
(a)
|
Grants of Arcosa restricted stock which will vest upon the earlier of: (i) retirement; (ii) death, disability or change in control; or (iii) consent of the HR Committee after three years from the date of grant.
|
(b)
|
Grants of Arcosa restricted stock which will vest upon the earlier of: (i) when the executive officer reaches age 65; (ii) death, disability, or change in control; or (iii) consent of the HR Committee after three years from the date of grant.
|
(c)
|
Grants of Arcosa restricted stock which will vest upon the earlier of: (i) when the executive officer reaches age 65; (ii) the executive officer's age plus years of service equal 80; (iii) death, disability, or change in control; or (iv) consent of the HR Committee after three years from the date of grant.
|
Trinity Industries, Inc.
|
| |
45
|
| |
2020 Proxy Statement
|
|
Name
|
| |
Stock Awards
|
| |||
|
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
| |||
|
Timothy R. Wallace
|
| |
96,530
|
| |
$2,034,852
|
|
|
Melendy E. Lovett
|
| |
13,794
|
| |
290,778
|
|
|
Eric R. Marchetto
|
| |
10,596
|
| |
223,364
|
|
|
Paul E. Mauer
|
| |
17,624
|
| |
371,514
|
|
|
Sarah R. Teachout
|
| |
4,047
|
| |
85,311
|
|
|
James E. Perry
|
| |
33,765
|
| |
711,766
|
|
|
Name
|
| |
Plan Name
|
| |
Number
of Years Credited Service (#) |
| |
Present
Value of Accumulated Benefit(1) ($) |
| |
Payments
During Last Fiscal Year ($) |
|
|
Timothy R. Wallace
|
| |
Trinity Industries, Inc. Standard Pension Plan
|
| |
34
|
| |
$1,068,000
|
| |
76,000
|
|
|
|
| |
Trinity Industries, Inc. Supplemental Retirement Plan
|
| |
34
|
| |
13,695,000
|
| |
950,000
|
|
|
Melendy E. Lovett
|
| |
Trinity Industries, Inc. Standard Pension Plan
|
| |
0
|
| |
—
|
| |
—
|
|
|
Eric R. Marchetto
|
| |
Trinity Industries, Inc. Standard Pension Plan
|
| |
10
|
| |
172,000
|
| |
—
|
|
|
Paul E. Mauer
|
| |
Trinity Industries, Inc. Standard Pension Plan
|
| |
16
|
| |
427,000
|
| |
—
|
|
|
Sarah R. Teachout
|
| |
Trinity Industries, Inc. Standard Pension Plan
|
| |
0
|
| |
—
|
| |
—
|
|
|
James E. Perry
|
| |
Trinity Industries, Inc. Standard Pension Plan
|
| |
0
|
| |
3,000
|
| |
—
|
|
(1)
|
The present value of the accumulated benefit is calculated in accordance with ASC Topic 715. Refer to Note 10 of Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for the policy and assumptions made in the valuation of this accumulated benefit.
|
Trinity Industries, Inc.
|
| |
46
|
| |
2020 Proxy Statement
|
|
Name
|
| |
Executive
Contributions in Last Fiscal Year(1) |
| |
Registrant
Contributions in Last Fiscal Year(2) |
| |
Aggregate
Earnings in Last Fiscal Year(3) |
| |
Aggregate
Balance at Last Fiscal Year End(4) |
|
|
Timothy R. Wallace
|
| |
$73,416
|
| |
$279,103
|
| |
$467,344
|
| |
$8,866,403
|
|
|
Melendy E. Lovett
|
| |
—
|
| |
90,767
|
| |
23,152
|
| |
566,422
|
|
|
Eric R. Marchetto
|
| |
62,131
|
| |
117,777
|
| |
106,537
|
| |
736,655
|
|
|
Paul E. Mauer
|
| |
57,360
|
| |
117,534
|
| |
190,406
|
| |
1,149,824
|
|
|
Sarah R. Teachout
|
| |
89,800
|
| |
85,328
|
| |
3,461
|
| |
178,589
|
|
|
James E. Perry
|
| |
6,760
|
| |
39,677
|
| |
202,179
|
| |
1,972,623
|
|
(1)
|
Salary and incentive compensation deferrals to the Company’s Supplemental Plan. The amounts are also included in the “Summary Compensation Table” for 2019.
|
(2)
|
Includes an amount equal to 10% of the salaries and incentive compensation set aside pursuant to the Transition Compensation Plan for Mr. Wallace $241,500; Ms. Lovett $90,767; Messrs. Marchetto $97,742; Mauer $95,600; Ms. Teachout $74,200; and Mr. Perry $33,800 and matching amounts under the Company’s Supplemental Plan for Messrs. Wallace $37,603; Marchetto $20,035; Mauer $21,934; Ms. Teachout $11,128; and Mr. Perry $5,877. These amounts are also included in the “Summary Compensation Table” for 2019.
|
(3)
|
This column represents earnings in the Supplemental Plan and the Transition Compensation Plan. Earnings (Losses) in the Supplemental Plan were: Messrs. Wallace $180,859; Marchetto $106,537; Mauer $190,406; Ms. Teachout $3,461; and Mr. Perry $143,313. Earnings in the Transition Compensation Plan were: Messrs. Wallace $286,485; Ms. Lovett $23,152; and Mr. Perry $58,866. The amounts reported in this table for the Transition Compensation Plan are inclusive of above market earnings included in the “Summary Compensation Table” above. See footnote 5 to the “Summary Compensation Table.”
|
(4)
|
This column includes amounts in the “Summary Compensation Table” for (i) an amount equal to 10% of the salaries and incentive compensation set aside pursuant to the Transition Compensation Plan in 2018 for Messrs. Wallace $250,688; Ms. Lovett $77,300; and Mr. Perry $105,550; and in 2017 for Messrs. Wallace $291,375; and Perry $119,500; (ii) matching amounts under the Company’s Supplemental Plan in 2018 for Messrs. Wallace $44,156; Marchetto $18,985; Mauer $23,412; and Perry $9,055; and in 2017 for Messrs. Wallace $31,247; and Perry $7,742; and (iii) salary and incentive compensation deferrals to the Company’s Supplemental Plan in 2018 for Messrs. Wallace $76,106; Marchetto $45,632; Mauer $44,919; and Perry $16,715; and in 2017 for Messrs. Wallace $89,663; and Perry $18,590.
|
Trinity Industries, Inc.
|
| |
47
|
| |
2020 Proxy Statement
|
Trinity Industries, Inc.
|
| |
48
|
| |
2020 Proxy Statement
|
|
|
| |
Timothy R.
Wallace |
| |
Melendy E.
Lovett |
| |
Eric R.
Marchetto |
| |
Paul E.
Mauer |
| |
Sarah R.
Teachout |
| |
James E.
Perry |
|
|
Death
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity Awards(1)
|
| |
$19,184,702
|
| |
$3,483,722
|
| |
$2,178,642
|
| |
$2,585,927
|
| |
$1,136,828
|
| |
$5,665,193
|
|
|
Annual Incentive Compensation(2)
|
| |
1,365,000
|
| |
416,000
|
| |
442,000
|
| |
416,000
|
| |
312,000
|
| |
—
|
|
|
Total
|
| |
$20,549,702
|
| |
$3,899,722
|
| |
$2,620,642
|
| |
$3,001,927
|
| |
$1,448,828
|
| |
$5,665,193
|
|
|
Disability
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity Awards(1)
|
| |
$19,184,702
|
| |
$3,483,722
|
| |
$2,178,642
|
| |
$2,585,927
|
| |
$1,136,828
|
| |
$5,665,193
|
|
|
Annual Incentive Compensation(2)
|
| |
1,365,000
|
| |
416,000
|
| |
442,000
|
| |
416,000
|
| |
312,000
|
| |
—
|
|
|
Total
|
| |
$20,549,702
|
| |
$3,899,722
|
| |
$2,620,642
|
| |
$3,001,927
|
| |
$1,448,828
|
| |
$5,665,193
|
|
|
Retirement
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity Awards(1)
|
| |
$7,617,851
|
| |
$195,872
|
| |
$578,009
|
| |
$313,006
|
| |
$130,732
|
| |
$112,535
|
|
|
Annual Incentive Compensation(2)
|
| |
1,365,000
|
| |
416,000
|
| |
442,000
|
| |
416,000
|
| |
312,000
|
| |
—
|
|
|
Total
|
| |
$8,982,851
|
| |
$611,872
|
| |
$1,020,009
|
| |
$729,006
|
| |
$442,732
|
| |
$112,535
|
|
(1)
|
Includes accelerated vesting of both Company and Arcosa equity awards.
|
(2)
|
Assumes payment of 2019 annual incentive compensation at 104% of target amount.
|
Trinity Industries, Inc.
|
| |
49
|
| |
2020 Proxy Statement
|
|
Name
|
| |
Restricted Stock(1)
|
| |
Annual Incentive
Compensation(2) |
| |
Cash
Compensation(3) |
| |
Continuation of
Benefits(4) |
| |
Total
|
|
|
Timothy R. Wallace
|
| |
$19,038,487
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$19,038,487
|
|
|
Melendy E. Lovett
|
| |
2,667,724
|
| |
400,000
|
| |
1,783,334
|
| |
34,410
|
| |
4,885,468
|
|
|
Eric R. Marchetto
|
| |
2,388,483
|
| |
425,000
|
| |
1,920,834
|
| |
62,714
|
| |
4,797,031
|
|
|
Paul E. Mauer
|
| |
2,676,231
|
| |
400,000
|
| |
1,880,000
|
| |
34,410
|
| |
4,990,641
|
|
|
Sarah R. Teachout
|
| |
1,125,736
|
| |
300,000
|
| |
1,460,000
|
| |
56,842
|
| |
2,942,578
|
|
|
James E. Perry
|
| |
5,072,571
|
| |
—
|
| |
—
|
| |
—
|
| |
5,072,571
|
|
(1)
|
Accelerated vesting of both Company and Arcosa equity awards.
|
(2)
|
Assumes payment of 2019 annual incentive compensation at target amount.
|
(3)
|
Represents cash lump sum equal to two times base salary and applicable bonus for Mses. Lovett and Teachout and Messrs. Marchetto and Mauer.
|
(4)
|
Estimated cost of continuation for 24 months of medical and life insurance benefits and any additional income tax payable by the executive as a result of these benefits.
|
Trinity Industries, Inc.
|
| |
50
|
| |
2020 Proxy Statement
|
|
Name
|
| |
Fees Earned or
Paid in Cash(1) ($) |
| |
Stock Awards(2)(3)
($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) |
| |
All Other
Compensation(5) ($) |
| |
Total
($) |
|
|
John L. Adams
|
| |
$127,000
|
| |
$130,015
|
| |
$21,591
|
| |
$32,008
|
| |
$310,614
|
|
|
Brandon B. Boze
|
| |
116,000
|
| |
—
|
| |
—
|
| |
—
|
| |
116,000
|
|
|
John J. Diez
|
| |
120,000
|
| |
130,015
|
| |
—
|
| |
—
|
| |
250,015
|
|
|
Leldon E. Echols
|
| |
243,500
|
| |
192,521
|
| |
—
|
| |
42,575
|
| |
478,596
|
|
|
Charles W. Matthews
|
| |
131,000
|
| |
130,015
|
| |
—
|
| |
—
|
| |
261,015
|
|
|
E. Jean Savage
|
| |
130,000
|
| |
130,015
|
| |
1,823
|
| |
5,000
|
| |
266,838
|
|
|
Dunia A. Shive
|
| |
146,000
|
| |
130,015
|
| |
—
|
| |
5,000
|
| |
281,015
|
|
(1)
|
Includes amounts deferred under the 2005 Deferred Plan for Director Fees (the “Director Deferred Plan”).
|
(2)
|
Stock awards are for restricted stock units awarded in 2019 and the grant date fair value dollar amounts computed in accordance with ASC Topic 718. The policy and assumptions made in the valuation of share-based payments are contained in Note 13 of Item 8 of the Company’s Form 10-K for the year-ended December 31, 2019.
|
(3)
|
As of December 31, 2019, the directors had restricted stock units totaling as follows: Messrs. Adams 69,422; Boze 0; Diez 2,902; Echols 62,158; Matthews 72,007; Ms. Savage 0; and Ms. Shive 31,409.
|
(4)
|
Represents for Mr. Adams and Ms. Savage the above market earnings from the interest rate equivalent under the 2005 Deferred Plan for Director Fees.
|
(5)
|
Includes dividend equivalents on stock units in the Director Deferred Plan. For Messrs. Adams, Echols, Ms. Savage, and Ms. Shive includes a $5,000 matching contribution by the Company in their name pursuant to the Company’s program of matching charitable contributions. The maximum annual contribution that may be matched under that program is $5,000 per individual.
|
Trinity Industries, Inc.
|
| |
51
|
| |
2020 Proxy Statement
|
•
|
Board member - annual retainer of $70,000
|
•
|
Independent Chairman of the Board - annual retainer of $125,000, to be paid in cash and/or equity, as selected by the Chairman
|
•
|
Chairs of Corporate Governance and Directors Nominating and Finance and Risk Committees - annual retainer of $15,000
|
•
|
Chairs of Audit and Human Resources Committees - annual retainer of $20,000
|
•
|
Board meeting fee and Committee meeting fee of $2,000 for each meeting attended
|
Trinity Industries, Inc.
|
| |
52
|
| |
2020 Proxy Statement
|
•
|
The Company determined that, as of December 31, 2018, its employee population consisted of approximately 11,000 individuals working at Trinity and its consolidated subsidiaries. This population consisted of full-time, part-time, seasonal and temporary employees based on those individuals who were determined to be employees using the Internal Revenue Code test.
|
•
|
As permitted under SEC rules, the Company adjusted the employee population to exclude 10 non-U.S. employees (or less than 1% of the employee population) from the following foreign jurisdictions such that a total of 11,063 individuals were used in determining the median employee: Canada: 3 employees, United Kingdom: 3 employees, Singapore: 3 employees, and Sweden: 1 employee.
|
Trinity Industries, Inc.
|
| |
53
|
| |
2020 Proxy Statement
|
•
|
a decline in the interest rate used to calculate the present value of the pension benefit ($2,959,000); and
|
•
|
above market earnings on nonqualified deferred compensation under the Transition Compensation Plan ($116,556).
|
•
|
the benefits to the Company of the Related Person Transaction;
|
•
|
the impact of a director’s independence if the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, stockholder, or executive officer;
|
•
|
the availability of other sources for comparable products and services;
|
•
|
the terms of the transaction; and
|
•
|
the terms available to unrelated third parties or employees generally.
|
•
|
Patrick S. Wallace, brother of Timothy R. Wallace, is an employee of the Company transitioning to retirement. His total compensation was $319,368 for 2019, which includes base salary and matching contributions to defined contribution plans.
|
•
|
R. Matthew Pittman, brother-in-law of James E. Perry, is an employee of the Company. His total compensation was $559,431 for 2019, which includes base salary; annual incentive compensation; matching contributions to defined contribution plans; and the aggregate grant date fair value of all equity awards pursuant to ASC 718.
|
Trinity Industries, Inc.
|
| |
54
|
| |
2020 Proxy Statement
|
|
Name
|
| |
Amount and Nature of
Ownership of Common Stock(1) |
| |
Percent of
Class(2) |
|
|
Directors:
|
| |
|
| |
|
|
|
John L. Adams
|
| |
153,323
|
| |
*
|
|
|
Brandon B. Boze(3)(4)
|
| |
27,005,855
|
| |
22.8%
|
|
|
John J. Diez
|
| |
8,748
|
| |
*
|
|
|
Leldon E. Echols
|
| |
86,510
|
| |
*
|
|
|
Charles W. Matthews
|
| |
72,007
|
| |
*
|
|
|
E. Jean Savage
|
| |
8,748
|
| |
*
|
|
|
Dunia A. Shive
|
| |
31,409
|
| |
*
|
|
|
Named Executive Officers:
|
| |
|
| |
|
|
|
Timothy R. Wallace
|
| |
1,571,992
|
| |
1.3%
|
|
|
Melendy E. Lovett
|
| |
75,604
|
| |
*
|
|
|
Eric R. Marchetto
|
| |
107,975
|
| |
*
|
|
|
Paul E. Mauer
|
| |
165,053
|
| |
*
|
|
|
Sarah R. Teachout
|
| |
15,025
|
| |
*
|
|
|
James E. Perry
|
| |
71,194
|
| |
*
|
|
|
All Directors and Current Executive Officers as a Group(3)(4) (13 persons):
|
| |
27,786,557
|
| |
23.5%
|
|
|
Other 5% Owners:
|
| |
|
| |
|
|
|
ValueAct Capital
|
| |
27,005,855(5)
|
| |
22.8%
|
|
|
BlackRock, Inc.
|
| |
9,154,871(6)
|
| |
7.7%
|
|
|
The Vanguard Group
|
| |
8,535,095(7)
|
| |
7.2%
|
|
|
Dimensional Fund Advisors LP
|
| |
6,317,621(8)
|
| |
5.3%
|
|
*
|
Less than one percent (1%)
|
(1)
|
Unless otherwise noted, all shares are owned directly, and the owner has the right to vote the shares, except for shares that current officers and directors have the right to acquire through the exercise of stock options or through restricted stock units held as of March 13, 2020, or within 60 days thereafter, as follows: Adams 69,422; Diez 8,748; Lovett 19,324; Echols 62,158; Matthews 72,007; Shive 31,409; and all current directors and current executive officers as a group 263,068 shares. Includes shares indirectly held through the Company’s 401(k) Plan as follows: Wallace 4,052; Marchetto 2,190; Mauer 1,383; Perry 194 and all current executive officers as a group 3,573 shares. At March 13, 2020, no directors or executive officers had any shares pledged as security, and it is against the Company's policy for them to do so.
|
(2)
|
Percentage ownership is based on number of shares of Common Stock outstanding as of March 13, 2020.
|
(3)
|
Under an agreement with ValueAct Capital, Mr. Boze directly holds 2,902 shares for the benefit of ValueAct Capital Master Fund, L.P. (“Master Fund”) and indirectly for (i) VA Partners I, LLC as the limited partner of Master Fund, (ii) ValueAct Capital Management, L.P. (“VACM LP”) as the manager of Master Fund, (iii) ValueAct Capital Management, LLC (“VACM LLC”) as general partner of VACM LP,
|
Trinity Industries, Inc.
|
| |
55
|
| |
2020 Proxy Statement
|
(4)
|
Includes 27,005,855 shares directly beneficially owned by Master Fund and may be deemed to be indirectly beneficially owned by the following through the relationships described in footnote 3 to this table: (i) VA Partners I, LLC (ii) VAM LP, (iii) VACM LLC, (iv) VAH LP, and (v) VAH GP. Each of the foregoing reporting persons disclaims beneficial ownership of the reported shares except to the extent of their pecuniary interest therein. Mr. Boze is a member of the management board of VAH GP.
|
(5)
|
ValueAct Capital and its affiliates, One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129, reported to the SEC on a Form 4 filed on March 6, 2020, that they have shared voting and shared dispositive power over 27,005,855 shares.
|
(6)
|
BlackRock, Inc. and its affiliates, 55 East 52nd Street, New York, NY 10055, reported to the SEC on an Amendment to Schedule 13G filed February 6, 2020, that they have sole voting power over 8,704,323 shares and sole dispositive power over 9,154,871 shares.
|
(7)
|
The Vanguard Group and its subsidiaries, 100 Vanguard Blvd., Malvern, PA 19355, reported to the SEC on an Amendment to Schedule 13G filed on February 12, 2020, that they have sole voting power over 51,869 shares, shared voting power over 16,802 shares, sole dispositive power over 8,480,708 shares, and shared dispositive power over 54,387 shares.
|
(8)
|
Dimensional Fund Advisors LP and its subsidiaries, Building One, 6300 Bee Cave Road, Austin, TX 78746, reported to the SEC on Schedule 13G filed on February 12, 2020, that they have sole voting power over 6,155,417 shares and sole dispositive power over 6,317,621 shares.
|
Trinity Industries, Inc.
|
| |
56
|
| |
2020 Proxy Statement
|
Trinity Industries, Inc.
|
| |
57
|
| |
2020 Proxy Statement
|
Trinity Industries, Inc.
|
| |
58
|
| |
2020 Proxy Statement
|
|
|
| |
Year Ended December 31, 2019
|
| |||||||||
|
|
| |
GAAP
|
| |
Restructuring
activities |
| |
Income Tax
|
| |
Adjusted
|
|
|
|
| |
(in millions, except per share amounts)
|
| |||||||||
|
Income from continuing operations
|
| |
$139.2
|
| |
$11.4
|
| |
$9.7
|
| |
$160.3
|
|
|
Diluted income from continuing operations per common share
|
| |
$1.09
|
| |
$0.09
|
| |
$0.08
|
| |
$1.26
|
|
|
|
| |
Year Ended December 31, 2018
|
| ||||||
|
|
| |
GAAP
|
| |
Write-off of
assets held under capital leases |
| |
Adjusted
|
|
|
|
| |
(in millions, except per share amounts)
|
| ||||||
|
Income from continuing operations
|
| |
$109.0
|
| |
$9.8
|
| |
$118.8
|
|
|
Diluted income from continuing operations per common share
|
| |
$0.70
|
| |
$0.07
|
| |
$0.77
|
|
Trinity Industries, Inc.
|
| |
A-1
|
| |
2020 Proxy Statement
|
|
|
| |
December 31,
2019 |
| |
December 31,
2018 |
|
|
|
| |
($ in millions)
|
| |||
|
Numerator:
|
| |
|
| |
|
|
|
Income from continuing operations
|
| |
$139.2
|
| |
$109.0
|
|
|
Provision for income taxes
|
| |
61.5
|
| |
42.6
|
|
|
Income from continuing operations before income taxes
|
| |
200.7
|
| |
151.6
|
|
|
Net (income) loss attributable to noncontrolling interest
|
| |
1.5
|
| |
(3.8)
|
|
|
Adjusted Profit Before Tax
|
| |
$202.2
|
| |
$147.8
|
|
|
|
| |
|
| |
|
|
|
Denominator:
|
| |
|
| |
|
|
|
Total stockholders' equity
|
| |
$2,378.9
|
| |
$2,562.0
|
|
|
Noncontrolling interest
|
| |
(348.8)
|
| |
(351.2)
|
|
|
Accumulated other comprehensive loss
|
| |
153.1
|
| |
116.8
|
|
|
Adjusted Stockholders' Equity
|
| |
$2,183.2
|
| |
$2,327.6
|
|
|
|
| |
|
| |
|
|
|
Average total stockholders' equity(1)
|
| |
$2,470.5
|
| |
$2,562.0
|
|
|
Return on Equity(2)
|
| |
5.6%
|
| |
4.3%
|
|
|
|
| |
|
| |
|
|
|
Average Adjusted Stockholders' Equity(1)
|
| |
$2,255.4
|
| |
$2,327.6
|
|
|
Pre-Tax Return on Equity(3)
|
| |
9.0%
|
| |
6.3%
|
|
(1)
|
Average total stockholders' equity and average adjusted stockholders' equity as of and for the year ended December 31, 2018 is calculated using ending balances as of December 31, 2018 because taking an average of beginning and ending stockholders' equity in 2018 would not have given effect to the reduction to stockholders' equity that occurred as a result of the spin-off of Arcosa on November 1, 2018.
|
(2)
|
Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity.
|
(3)
|
Pre-Tax Return on Equity is calculated as adjusted profit before tax divided by average adjusted stockholders' equity, each as defined and reconciled above.
|
Trinity Industries, Inc.
|
| |
A-2
|
| |
2020 Proxy Statement
|
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