John J. Diez
TRINITY INDUSTRIESAbout John J. Diez
John J. Diez (age 54) has served on Trinity Industries’ Board since 2018. He is President and Chief Operating Officer of Ryder System, Inc. (since January 2025) and previously served as Ryder’s Executive Vice President and Chief Financial Officer (2021–2025). A Certified Public Accountant (Florida), he spent eight years in KPMG’s audit practice and is designated by TRN as an “audit committee financial expert.” He is an independent director under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryder System, Inc. | President & COO | Jan 2025–present | Multinational industrial operations leadership; equipment leasing/logistics expertise relevant to TRN’s platforms |
| Ryder System, Inc. | EVP & CFO | 2021–2025 | Public-company CFO experience; capital allocation and controls expertise |
| Ryder System, Inc. | President, Fleet Management Solutions; President, Dedicated Transportation Systems; other senior finance/operations roles | 2002–2021 | Deep operating experience across leasing and logistics |
| KPMG LLP | Audit practice | ~8 years (pre-2002) | Public accounting; audit and financial reporting rigor |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| U.S. Chamber of Commerce | Non-profit/Trade | Director | Active board service noted by TRN |
| Other public company boards | Public | — | None disclosed by TRN |
Board Governance
- Independence: The Board affirmatively determined Diez is independent; CEO E. Jean Savage is the sole non-independent director.
- Board structure and engagement: Non-executive independent Chair (Leldon E. Echols); the Board held five meetings in 2024, meets in regular non-management executive sessions, and all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 AGM.
- Committee roles and expertise:
- Chair, Corporate Governance & Directors Nominating Committee (3 meetings in 2024).
- Member, Audit Committee (7 meetings in 2024). Designated “audit committee financial expert.”
- Member, Human Resources (Compensation) Committee (4 meetings in 2024).
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Corporate Governance & Directors Nominating | Chair | 3 | Oversees director nominations, governance documents, director pay review, ESG oversight, and related-party review. Uses independent advisor Meridian for director pay benchmarking. |
| Audit | Member; Audit Committee Financial Expert | 7 | Oversees financial reporting, ICFR, internal audit, external auditor, compliance, IT/cyber; all members independent. |
| Human Resources (Compensation) | Member | 4 | Oversees exec comp design, CEO evaluation; all members independent. |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 117,500 | 138,006 | — | 255,506 |
| Notes | Board member annual retainer $85,000; Committee chair retainers: Governance/Finance $15,000, Audit/HR $20,000; Committee member retainers: Audit $10,000, Finance/Governance/HR $7,500; Annual equity guideline $138,000, granted as RSUs/shares with dividend equivalents. | |||
| Sources |
Performance Compensation (Director)
Non-employee directors do not receive performance-based bonuses or options at TRN; equity is delivered as time/departure-based RSUs/shares with dividend equivalents.
| Item | Detail |
|---|---|
| 2024 annual equity grant | 4,488 RSUs/shares at $30.75 grant-date price; grant-date fair value $138,006; convertible into common stock upon Board departure; dividend equivalents accrue. |
| Outstanding director RSUs (12/31/2024) | 15,899 units for Diez. |
Other Directorships & Interlocks
- Current public company directorships: None disclosed.
- Committee interlocks: TRN discloses no compensation committee interlocks in 2024.
- Governance Committee responsibility: Reviews and ratifies related-person transactions and director independence annually.
Expertise & Qualifications
- Financial expertise: CPA (Florida), former public company CFO; designated Audit Committee Financial Expert.
- Relevant industry experience: Equipment leasing, logistics, and supply chain operations (Ryder).
- Governance credentials: Chair of Governance Committee; oversees board composition, refreshment, ESG oversight, and director compensation benchmarking (Meridian).
Equity Ownership
| As of | Beneficial Ownership (shares) | Percent of Class | Director RSUs Outstanding | Stock Ownership Guidelines | Compliance | Anti-Hedging/Pledging |
|---|---|---|---|---|---|---|
| Mar 17, 2025 (record date) | 36,509 | <1% | 15,899 (12/31/2024) | Directors: 5× annual cash retainer | TRN states all directors are in compliance or within allowed period | Policy prohibits hedging and pledging by directors/officers |
| Sources |
Note: TRN disclosed a year-end stock price of $35.10 for equity award valuations as of 12/31/2024. Using that price purely as a reference, Diez’s 36,509 shares would approximate $1.28 million on that date.
Insider Trades (Form 4 references)
| Date (filed) | Form | Summary | Link |
|---|---|---|---|
| 2025-05-19 | Form 4 | Reporting change in beneficial ownership (director) | http://pdf.secdatabase.com/1441/0000099780-25-000069.pdf |
Note: Refer to the SEC filing for transaction detail.
Related-Party Transactions & Conflicts
- Policy: Governance Committee maintains a written Related Person Transactions policy; CLO screens potential items; Governance Committee or Chair approves if in shareholders’ best interests.
- 2024 disclosure: No related-person transactions requiring disclosure.
- Anti-hedging/anti-pledging: Prohibited for directors/officers and specified persons; also director independence reviewed annually.
Say-on-Pay & Shareholder Feedback (context for governance quality)
- 2024 say-on-pay support: ~97.8% approval.
- Compensation program features: Robust clawback compliant with NYSE; no tax gross-ups; no hedging/pledging; double-trigger CIC vesting for post-2018 equity; use of independent consultant (Meridian).
Governance Assessment
- Strengths
- Independent director with deep finance and operating experience; designated audit financial expert; chairs Governance Committee and serves on Audit and HR—positioned to influence oversight across financial reporting, board composition, and pay.
- Strong alignment and safeguards: Ownership guidelines (5× retainer), anti-hedging/pledging, robust clawback, no RPTs, high say-on-pay support, regular executive sessions, independent Chair.
- Engagement and attendance: Board met five times; all directors ≥75% attendance; clear committee cadence (Audit 7; Gov 3; HR 4).
- Watch items
- Time/commitment risk: Diez holds a demanding operating role (Ryder President & COO). Governance Committee criteria emphasize director time availability; no attendance shortfall disclosed. Continue to monitor meeting load and attendance.
- Industry overlap: Ryder (leasing/logistics) sits within TRN’s broader ecosystem; however, TRN disclosed no related-party transactions and no compensation committee interlocks in 2024. Maintain oversight through Governance Committee’s RPT policy.
Overall implication: Diez’s committee leadership, finance credentials, and ownership framework support investor confidence; current disclosures show low conflict risk with strong governance controls in place.