Gregory B. Mitchell
TRINITY INDUSTRIESAbout Gregory B. Mitchell
Executive Vice President, Leasing & Services at Trinity Industries (TRN). Age 59; officer since 2007; appointed EVP, Leasing & Services in January 2024; prior roles include EVP & Chief Commercial Officer (2020–2023), Chief Commercial Officer of TrinityRail (2019), and Chairman of Trinity Highway Products and Trinity Logistics (2018) . Education: B.S. in Business, Missouri Southern State University . Company performance context during his senior roles: 2024 revenues $3.079B*, EBITDA $725.6M*, Net Income $138.4M*; 2022–2024 total stockholder return (TSR) 44.5% .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Industries (TRN) | EVP, Leasing & Services | 2024–present | Leads integrated railcar leasing and services platform; accountability aligned to PBT, Cash From Operations, ROE, and rTSR incentive metrics . |
| Trinity Industries (TRN) | EVP & Chief Commercial Officer | 2020–2023 | Drove commercial strategy across TrinityRail; focus on lease rate optimization and manufacturing mix . |
| TrinityRail (TRN) | Chief Commercial Officer | 2019 | Led commercial organization for rail businesses . |
| Trinity Highway Products & Trinity Logistics (TRN) | Chairman | 2018 | Oversight of highway products and logistics businesses . |
| Trinity Logistics (TRN) | President | 2007 | Built logistics capabilities within TRN platform . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Glazers Corporation | Executive/Senior Leadership, Supply Chain | Pre-2007 | Led supply chain initiatives; operational leadership prior to Trinity tenure . |
| Gap Inc. | Executive/Senior Leadership, Supply Chain | Pre-2007 | Managed logistics/supply chain; large-scale retail operations experience . |
| Walmart | Executive/Senior Leadership, Supply Chain | Pre-2007 | Supply chain leadership at scale; operational rigor . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 458,758 | 515,000 | 530,450 |
| All Other Compensation ($) | 35,535 | 28,979 | 35,700 |
| Total ($) | 1,434,285 | 1,557,224 | 1,958,029 |
- 2024 Annual Incentive Target: $360,000 (specified dollar amount, not % of salary) .
- 2024 Target LTI Opportunity: $720,000 .
Performance Compensation
Annual Incentive Program (AIP) – 2024 Design and Outcomes
| Component | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Profit Before Tax (PBT) ($M) | 65% | 121 | 187 | 224 | 222 | 196% of PBT portion |
| Cash From Operations ($M) | 15% | 247 | 380 | 494 | 588 | 200% of CFO portion |
| Operating Plan Scorecard | 20% | N/A | 100% | 200% | 125% | 125% of Scorecard portion |
| Overall AIP Payout (%) | — | — | — | — | — | 182.4% |
| Actual AIP Paid ($) | — | — | — | — | — | $656,640 |
Long-Term Incentive (LTI) – 2024 Grants and Metrics
| Award Type | Grant Date | Metric | Weight | Threshold | Target | Max | Units (Mitchell) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|---|
| Performance RSUs | 01/02/24 | rTSR vs S&P SmallCap 600 | 50% | 25th pct | 50th pct | 75th pct | 8,124 | 253,063 |
| Performance RSUs | 05/20/24 | ROE (3-yr avg) | 50% | 10.0% | 12.5% | 15.0% | 7,025 | 194,171 |
| Time-based RSUs | 05/20/24 | Service | — | — | — | — | 9,366 | 288,005 |
- rTSR payout capped at 100% if rTSR is negative over performance period .
- Performance RSUs vest after certification at end of 2024–2026 period; conversion on or about May 15, 2027 .
Historical PSU Performance
| Cycle | rTSR Percentile | rTSR Payout | ROE (3-yr avg) | ROE Payout |
|---|---|---|---|---|
| 2021–2023 | 47th pct | 90.8% of target | 13.9% | 170% of target |
| 2022–2024 | 70th pct | 182% of target | 14.4% | 196.8% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 104,386 shares; <1% of outstanding . |
| Rights to Acquire within 60 days | 27,674 RSUs/shares (vesting schedule) . |
| Unvested Time-based/earned awards | 52,167 unvested stock awards; market value $1,831,062 (as of 12/31/24, $35.10/share) . |
| Unearned PSUs (performance cycles) | 2023–2025 max rTSR/ROE: 33,810 units; 2024–2026 max rTSR/ROE: 30,298 units . |
| Stock Options | None (no options for Mitchell) . |
| Pledging/Hedging | Prohibited; no shares pledged by directors/executives as of 3/17/25 . |
| Ownership Guidelines | 3x base salary for NEOs; all are compliant or within allowed timeframe . |
Vesting schedule detail (Mitchell):
- 05/15/2025: 27,674; 09/07/2025: 12,428; 05/15/2026: 9,500; 05/15/2027: 5,122 .
Arcosa spin-off related awards: RSUs vesting 05/15/2026: 666; 05/15/2027: 666; earlier of age 65 or Rule of 80: 4,333 .
Option exercises and stock vested in 2024:
- Shares vested: 23,684; value realized: $728,152 .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CIC) cash severance | 2x base salary + target annual bonus; double-trigger (CIC + qualifying termination); CEO at 3x . |
| Equity vesting under CIC | Prior to 1/1/2019: single-trigger; on/after 1/1/2019: double-trigger (Qualifying Termination) . |
| Benefits continuation | 24 months medical, dental, vision, health, life; plus lump sum tax-equivalent for benefit continuation . |
| Non-compete & release | Non-compete post-CIC; release required to receive severance . |
| Excise tax gross-up | None; executives bear Section 4999 taxes . |
| Clawbacks | NYSE-compliant recoupment of incentive-based comp on restatement; broader discretionary policy for errors/fraud/misconduct . |
| Deferred comp | Deferred Compensation Plan participation; 2024 earnings $6,688; year-end balance $105,121 . |
| Perquisites | 2024 perqs $15,000 (financial planning services; executive physicals) . |
Potential payments tables (as of 12/31/2024)
- Death/Disability: Equity $3,239,001; AIP $656,640; Total $3,895,641 .
- Retirement: Equity $1,690,646; AIP $656,640; Total $2,347,286 .
- CIC Qualifying Termination: Equity $3,791,799; AIP at target $360,000; Cash severance $1,780,900; Benefits $43,243; Total $5,975,942 .
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,977,300,000* | 2,983,300,000* | 3,079,200,000* |
| EBITDA ($) | 458,000,000* | 617,700,000* | 725,600,000* |
| Net Income ($) | 60,100,000* | 106,000,000* | 138,400,000* |
| *Values retrieved from S&P Global. |
Additional alignment disclosures:
- Company-selected measure for Pay vs Performance: Profit Before Tax (PBT) .
- 2022–2024 TSR: 44.5% .
Compensation Structure Analysis
- Increased at-risk pay: AIP and LTI drive outcomes; overall AIP paid at 182.4% of target on PBT/CFO/Scorecard outperformance; 60% of LTI in PSUs tied equally to rTSR and ROE .
- Shift toward PSUs vs time-based RSUs consistent with peer practice and stronger pay-for-performance linkage .
- Governance-friendly features: double-trigger CIC vesting for equity after 2018; no excise tax gross-ups; anti-hedging/anti-pledging; clawbacks .
- Ownership alignment: personal ownership 104,386 shares, plus meaningful unvested equity; compliant with 3x salary guideline; no pledging .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited; none reported .
- Tax gross-ups: none under CIC agreements .
- Repricing: none; no buyouts of underwater options; no replacement awards .
- Related-party transactions: Company reported none for 2023 in prior proxy .
Compensation Peer Group (benchmarking reference)
Peer group used for 2024 benchmarking includes GATX, Air Lease, United Rentals, Allison Transmission, The Greenbrier Companies, Oshkosh, Terex, Wabash, REV Group, Wabtec, Astec, Manitowoc, Ryder, Herc . Target ranges centered around 50th percentile with ±15% bandwidth .
Say-on-Pay & Shareholder Feedback
Say-on-pay support ~97.8% at 2024 Annual Meeting; Board recommends FOR in 2025; investor engagement ongoing through calls and conferences .
Investment Implications
- High pay-performance alignment: Significant PSU weighting and AIP tied to PBT/CFO create direct sensitivity to operating execution and cash generation; 2024 outperformance drove 182% AIP payout .
- Retention risk mitigated: Robust unvested equity and multi-year PSU cycles (2023–2025, 2024–2026) reduce near-term departure risk; CIC double-trigger economics are moderate at 2x salary+bonus .
- Alignment safeguards: Anti-pledging/hedging and ownership guidelines (3x salary) strengthen alignment; no excise tax gross-ups, no employment agreements reduce shareholder-unfriendly optics .
- Trading signals: No pledging and broad clawbacks reduce governance risk; vested/vesting schedules indicate periodic supply from vesting RSUs, but absence of Form 4 data limits near-term selling pressure analysis (tool access constrained). We attempted Form 4 retrieval but encountered authorization error; analysis relies on proxy holdings .