Board Compensation Summary Sheet

Contract Categories: Human Resources - Compensation Agreements
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