Trinity Industries, Inc. Director Compensation Summary Sheet (Effective 2020)

Summary

This document outlines the compensation structure for non-employee directors of Trinity Industries, Inc., effective from 2020. Non-employee directors receive an annual retainer of $70,000 and annual equity awards valued at $130,000, with a minimum one-year vesting period. Additional retainers are provided for the Independent Chairman and committee chairs, and fees are paid for attending board and committee meetings. Special compensation is available for ad hoc assignments and participation in the search for a new Chief Executive Officer. The compensation plan was approved by the Board of Directors on December 5, 2019.

EX-10.14 3 exh1014boardcompensati.htm EXHIBIT 10.14 Exhibit

Exhibit 10.14

TRINITY INDUSTRIES, INC.

DIRECTOR COMPENSATION

Summary Sheet as of December 5, 2019

On December 5, 2019, the Board of Directors approved the following compensation for non-employee directors, effective in 2020:


•	Board member annual retainer - $70,000


•	Annual equity compensation - $130,000, using a date of grant share price as the basis for awards, with a minimum vesting period of one year


•	Independent Chairman of the Board - annual retainer of $125,000, to be paid in cash and/or equity, as selected by the Chair


•	Chairs of the Audit Committee and Human Resources Committee - annual retainer of $20,000


•	Chairs of Corporate Governance and Risk Committee and Finance and Risk Committee - annual retainer of $15,000


•	Board meeting fee - $2,000 for each meeting attended


•	Committee members - $2,000 for each meeting attended


•	Ad hoc or special assignment work performed for or at the request of the Chairman or Chief Executive Officer and President - $2,000 per day


•	Additional retainers for non-employee directors working on the search for a new Chief Executive Officer:


◦	Chairman of the Board - $25,000


◦	Other non-employee directors working on the search - $12,500