E. Jean Savage
TRINITY INDUSTRIESAbout E. Jean Savage
E. Jean Savage, age 61, is Chief Executive Officer and President of Trinity Industries and has served on Trinity’s Board since 2018; she became CEO on February 17, 2020 . Her background spans senior operating and technology leadership at Caterpillar (VP, Surface Mining & Technology, 2017–2020; CTO & VP, Innovation and Technology Development, 2014–2017), operational leadership at Progress Rail Services (SVP/COO, Locomotive & Railcar Services, 2009–2014; multiple VP roles after joining in 2002), and 14 years of manufacturing and engineering roles at Parker-Hannifin; she also served nine years in the U.S. Army Reserves as a military intelligence officer . Under her tenure, 2024 company performance included revenue of $3.1B, adjusted EPS of $1.82, cash from operations of $588M, ROE of 13.3% (adjusted ROE 14.6%), and total stockholder return of 44.5% for 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caterpillar | VP, Surface Mining & Technology Division | 2017–2020 | Led surface mining and technology portfolio; large-scale industrial ops leadership |
| Caterpillar | CTO & VP, Innovation and Technology Development | 2014–2017 | Drove innovation and technology programs across industrial base |
| Progress Rail Services (Caterpillar subsidiary) | SVP & COO, Locomotive & Railcar Services | 2009–2014 | Operated railcar and locomotive services; optimization and execution accountability |
| Progress Rail Services | VP roles (Quality & Continuous Improvement; Freight Car Repair, Parts & Quality) | Joined 2002 | Lean/quality, repair ops, parts leadership in rail supply chain |
| Parker-Hannifin | Manufacturing and engineering positions | 14 years | Broad industrial engineering and manufacturing foundation |
| U.S. Army Reserves | Military Intelligence Officer | 9 years | Leadership and analytical discipline |
External Roles
| Organization | Role | Years |
|---|---|---|
| Parker-Hannifin Corporation | Director; Audit Committee member | Current (year not specified) |
| WestRock Company | Director | 2022–2024 |
| National Association of Manufacturers | Director | Current |
| Manufacturers Alliance for Productivity and Innovation | Board of Trustees member | Current |
| Dallas Regional United Way | Director | Current |
| League of Railway Women | Railway Woman of the Year | 2022 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 930,000 | 970,000 |
| Non-Equity Incentive Plan Compensation ($) | 804,195 | 655,200 | 2,006,400 |
| Stock Awards (Grant-date fair value, $) | 3,765,420 | 4,029,560 | 3,961,921 |
| All Other Compensation ($) | 22,500 | 99,872 | 205,112 |
| Total Compensation ($) | 5,493,340 | 5,729,556 | 7,162,779 |
- 2024 AIP target for CEO: $1,100,000 .
- Perquisites include executive physicals, financial planning, matched charitable contributions; total all other compensation for 2024 was $205,112 (perqs $26,532; company contributions $178,580) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of metric target) |
|---|---|---|---|---|---|---|
| Profit Before Tax ($M) | 65% | 121 | 187 | 224 | 222 | 196% |
| Cash From Operations ($M) | 15% | 247 | 380 | 494 | 588 | 200% |
| Operating Plan Priorities Scorecard | 20% | N/A | 100% | 200% | 125% | 125% |
| Overall AIP payout | — | — | — | — | — | 182.4% of target |
| CEO AIP payout | — | — | — | — | — | $2,006,400 |
Design features include ability to exclude unusual items; 2024 PBT adjusted by $0.4M for restructuring, insurance recoveries, and accretion; no adjustment to cash from operations .
Long-Term Incentive (LTI) – 2024 grants and structure
| Component | Weighting | Grant Date | Target Units (#) | Vesting/Measurement | Key Performance Design |
|---|---|---|---|---|---|
| Time-based RSUs | 40% | 05/20/2024 | 50,472 | Ratable on May 2025/2026/2027 | Accrued dividends paid upon vest; service-based |
| Performance Units – rTSR | 30% of total LTI (half of 60%) | 01/02/2024 | 43,776 | 3-year rTSR vs S&P SmallCap 600; 2024–2026 period | Threshold 25th pct; Target 50th pct; Max 75th pct; rTSR capped at 100% if negative |
| Performance Units – ROE | 30% of total LTI (half of 60%) | 05/20/2024 | 37,854 | 3-year average ROE; 2024–2026 period | Threshold 10.0%; Target 12.5%; Max 15.0%; payout 30%–200%; linear interpolation |
Prior cycle outcomes:
- 2022–2024 PSUs: rTSR at 70th percentile → 182% of target; ROE 14.4% → 196.8% of target .
- 2021–2023 PSUs: rTSR at 47th percentile → 90.8% of target; ROE 13.9% → 170% of target .
Pay versus performance (SEC CAP):
- 2024 PEO (CEO) “compensation actually paid” (CAP): $17,384,265; 2023 CAP $1,653,429; 2022 CAP $9,671,481 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 796,426 shares; includes 249,606 shares in a revocable trust; plus rights to acquire 300,000 shares via options; plus 229,793 shares or units eligible within 60 days; less than 1% of outstanding |
| Shares outstanding | 81,632,093 as of record date March 17, 2025 |
| Options | 300,000 at $21.61; expiration 02/17/2030 |
| Unvested time-based RSUs | 139,375 ($4,892,063 market value at $35.10) |
| Performance awards (select) | 2022–2024 earned shares to be awarded in 2025: 147,362 ($5,172,406); 2023–2025 maximum unearned PSUs: 179,908 ($6,314,771); 2024–2026 maximum unearned PSUs: 163,260 ($5,730,426) |
| Upcoming vesting dates | 05/15/2025: 229,793; 05/15/2026: 40,120; 05/15/2027: 16,824 (earned/time-based mix) |
| Ownership guidelines | CEO must hold 6x base salary; executives/directors are in compliance or within allowed time; unvested PSUs do not count; may sell up to 50% of shares post-vesting pre-compliance |
| Hedging/pledging | Prohibited for officers/directors; as of March 17, 2025, no directors or executives had shares pledged |
Security ownership context: top holders include BlackRock 17.1%, Vanguard 11.9%, Dimensional 7.4%, Capital International 6.9% .
Employment Terms
| Term | Details |
|---|---|
| Employment agreements | None; company does not use executive employment agreements |
| Change-in-control (CIC) agreements | Double-trigger cash severance; equity vesting: single-trigger for pre-2019 awards; double-trigger for post-2018 awards; term three years with extension |
| CIC severance multiple | CEO: 3x base salary + target bonus; others 2x; plus 24 months continuation of medical/life benefits and lump sum equivalent to tax on benefit continuation; no excise tax gross-ups |
| CIC illustrative payout (12/31/2024) | Equity $17,686,088; AIP at target $1,100,000; cash $6,210,000; benefits $15,998; total $25,012,086 |
| Non-compete | Included in CIC agreement to protect business goodwill |
| Clawbacks | NYSE-compliant recoupment for restatements; broader internal policy enables recoupment for errors/fraud/misconduct |
| Deferred compensation (CEO) | 2024 deferrals: salary $194,000; AIP $401,280; company match $157,880; aggregate DCP balance $1,176,275; earnings $12,870 |
| 401(k) | Safe harbor match: 100% up to 6% of comp; CEO match $20,700 in 2024 |
| Perquisites | Executive physicals, financial planning, charitable match; limited personal event tickets |
Board Governance
- Board leadership: independent, non-executive Chairman (Leldon E. Echols); CEO is not independent due to employment .
- Committee service: Savage does not serve on any Board committee; Audit, Governance, Finance & Risk, Human Resources committees staffed by independent directors .
- Board activity and independence: Board held five meetings in 2024; directors attended at least 75% of meetings; regular non-management executive sessions .
- Say-on-pay support: 97.8% approval at 2024 Annual Meeting .
Compensation Peer Group and Policy Notes
- Peer group used for 2024 benchmarking includes industrials and leasing peers (e.g., Air Lease, Allison Transmission, GATX, Greenbrier, Oshkosh, Terex, Wabash, Wabtec, United Rentals, Ryder) .
- Target positioning generally within ±15% of the 50th percentile; 2024 CEO total target compensation was 2% above midpoint .
- Design safeguards: no repricing/buyouts of underwater options; no hedging/pledging; no excise tax gross-ups; rTSR PSU cap at target if negative TSR .
- Independent compensation consultant (Meridian); no conflicts; no interlocks in 2024 .
Investment Implications
- Pay-for-performance alignment: High at-risk mix (60% of LTI performance-based; AIP tied to PBT and cash generation), with rTSR and ROE metrics directly linked to shareholder value creation; strong say-on-pay support suggests low governance friction .
- Near-term supply dynamics: Concentrated vesting dates in May 2025/2026/2027 and in-the-money options (exercise $21.61 vs $35.10 year-end 2024) may contribute to periodic insider sale windows; hedging/pledging is prohibited, reducing leverage-related selling risk .
- Retention and change-in-control economics: Robust CIC double-trigger protection (3x cash for CEO) and meaningful unvested PSU exposure indicate strong retention levers; no employment agreement but non-compete applies under CIC .
- Performance execution: 2024 delivery on revenue, EPS, cash from operations, and ROE, plus strong three-year TSR and prior PSU realizations, support credibility on operational improvement and returns focus; continued emphasis on PBT, cash flow, ROE, and rTSR indicates persistence of returns-driven culture .