Dunia A. Shive
TRINITY INDUSTRIESAbout Dunia A. Shive
Dunia A. Shive, age 64, has served on Trinity Industries’ Board since 2014 and is an independent director appointed as Chair of the Audit Committee; she is designated an “audit committee financial expert.” Her background includes CEO and President of Belo Corp. (2008–2013), prior CFO roles, and service in public accounting; after Belo’s acquisition, she was Senior Vice President at TEGNA Inc. until her retirement in 2017. She currently serves on the boards of Kimberly-Clark (Audit Committee Chair), Main Street Capital, and DallasNews, bringing cross-industry governance expertise to TRN.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belo Corp. | Chief Executive Officer & President | 2008–2013 | Led publicly traded media company through sale; earlier CFO experience; prior public accounting background. |
| TEGNA Inc. (formerly Gannett Co., Inc.) | Senior Vice President | Retired 2017 | Senior executive post-acquisition integration experience. |
| Dr Pepper Snapple Group, Inc. | Director | 2014–2018 | Board service at consumer products company. |
| Associated Press | Director; Audit Committee Chair | Director 2009–2015; Chair 2011–2015 | Chaired audit oversight for major news cooperative. |
| Belo Corp. | Director | 2008–2013 | Board service concurrent with CEO tenure. |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Kimberly-Clark Corporation | Director | Audit Committee Chair. |
| Main Street Capital Corporation | Director | Board member. |
| DallasNews Corporation | Director | Board member. |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Corporate Governance & Directors Nominating Committee; Member, Finance & Risk Committee.
- Independence: The Board affirmatively determined Shive is independent under NYSE and SEC standards.
- Engagement: Audit Committee held 7 meetings in 2024; Governance Committee 3; Finance & Risk Committee 3.
- Board activity: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings and the 2024 Annual Meeting.
- Oversight scope: Audit Committee responsibilities include financial reporting, internal controls, auditor independence, IT and cybersecurity (two senior management reports to Audit in 2024; one report to the Board).
- Audit Committee report: Recommended inclusion of audited 2024 financials in the Form 10-K and recommended ratification of Ernst & Young LLP for 2025.
Fixed Compensation
| Non-Employee Director Fee Policy (2024) | Amount ($) |
|---|---|
| Board Member Annual Retainer | 85,000 |
| Independent Chairman Annual Retainer | 150,000 (cash and/or equity) |
| Committee Chair – Audit & HR | 20,000 |
| Committee Chair – Governance & Finance | 15,000 |
| Audit Committee Member Retainer | 10,000 |
| Member Retainer – Finance, Governance, HR | 7,500 |
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Dunia A. Shive | 120,000 | 138,006 | 5,000 | 263,006 |
| Director Deferred Plan Parameter | 2024 Value |
|---|---|
| Interest Equivalent Rate | 9.50% |
- Deferrals: Directors may defer all/portion of fees into interest-equivalents (9.50% in 2024) or stock units credited quarterly; stock units accrue dividend equivalents; paid upon director’s departure or change-in-control in installments up to ten years.
Performance Compensation
| Equity Grant Terms (Non-Employee Directors, May 2024) | Units/Value | Terms |
|---|---|---|
| RSUs/Restricted Stock Granted | 4,488 units/shares per director | Granted upon election; convertible into 4,488 common shares upon departure from the Board; dividend equivalents included. |
| Grant Price Basis | $30.75 per share | Used to calculate grant-date fair value; Board’s guide for annual equity compensation was ~$138,000. |
| Shive 2024 Stock Awards | $138,006 | ASC 718 grant-date fair value. |
| Performance Metrics Tied to Director Equity | Definition | 2024 Application |
|---|---|---|
| None (service-based RSUs) | Director RSUs convert upon departure; no TSR/financial metrics disclosed for director awards | Time-based service; dividend equivalents accrue. |
Other Directorships & Interlocks
| Company | Relationship to TRN | Interlock/Conflict Notes |
|---|---|---|
| Kimberly-Clark Corporation | Unrelated consumer products | Shive serves as Audit Chair; TRN Board affirmed her independence after review of relationships. |
| Main Street Capital Corporation | Unrelated investment firm | Board independence affirmed; related person transactions overseen/approved by Governance Committee as needed. |
| DallasNews Corporation | Unrelated publishing | Board independence affirmed. |
The Governance Committee reviews, approves, and ratifies related-person transactions; the Board’s independence determination indicates no material relationships affecting Shive’s independence.
Expertise & Qualifications
- Audit committee financial expert; extensive audit oversight experience (TRN Audit Chair; AP Audit Chair 2011–2015).
- Former CFO and experience in public accounting, adding depth in financial reporting and controls.
- CEO experience at Belo Corp., bringing operating leadership and public company governance perspective.
- Multi-board service, including audit leadership at Kimberly-Clark.
Equity Ownership
| Holder/Item | Shares/Units | Percent of Class (%) | As of |
|---|---|---|---|
| Dunia A. Shive – Beneficial Ownership of Common Stock | 59,170 | <1% (denoted “*”) | March 17, 2025 |
| Dunia A. Shive – RSUs Outstanding | 59,170 | N/A | December 31, 2024 |
Director RSUs/Restricted Stock include dividend equivalents and convert into common shares upon departure from the Board.
Governance Assessment
- Positive signals: Independent director, Audit Chair, and designated audit committee financial expert; active committee engagement (Audit 7 meetings; Governance 3; Finance 3 in 2024).
- Board engagement and attendance: Board met 5 times; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting.
- Compensation alignment: Annual equity grants in RSUs that convert only upon departure and accrue dividend equivalents, aligning director incentives with long-term shareholder outcomes; cash/equity mix balanced with transparent fee policy.
- Related-party/independence: Governance Committee oversees related-person transactions; Board affirmed Shive’s independence after reviewing relationships. No specific related party transactions involving Shive are disclosed in the proxy.
- Watch items: Multi-board service including Audit Chair role at Kimberly-Clark underscores high governance workload; continued monitoring of attendance and committee commitments is prudent, though current attendance thresholds are met.