Trinity Industries, Inc. Director Compensation Summary Sheet (Effective 2021)

Summary

This document outlines the compensation structure for non-employee directors of Trinity Industries, Inc., effective 2021. Directors receive an annual cash 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 ($125,000), and committee chairs ($15,000–$20,000). Directors and committee members receive $2,000 per meeting attended, and $2,000 per day for special assignments. The compensation plan was approved by the Board of Directors on December 10, 2020.

EX-10.14 5 exh1014boardcompensationsu.htm EX-10.14 Document

Exhibit 10.14

TRINITY INDUSTRIES, INC.

DIRECTOR COMPENSATION

Summary Sheet as of December 10, 2020

On December 10, 2020, the Board of Directors approved the following compensation for non-employee directors, effective in 2021:

•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