Kevin Poet - Executive Vice President, Operations and Support Services | TRINITY INDUSTRIES (TRN) Executive Profile & Compensation

About Kevin Poet

Kevin Poet, 58, serves as Executive Vice President, Operations and Support Services at Trinity Industries (TRN). He joined Trinity in 2020 (EVP, Support Services) and has led Operations & Support since 2022, following operational leadership roles at Siemens (most recently VP of Operations, Siemens Energy, 2016–2019) and Ford (2006–2016) . Company performance context during his tenure: 2024 operating profit rose 18% YoY to $492 million; deliveries were 17,570 railcars; backlog was $2.1B; lease fleet utilization was 97.0% . For 2024, the company’s AIP paid at 182.4% of target and the Pay vs. Performance table shows TSR value of a $100 initial investment at 190 in 2024 (peer group 187) with Net Income $157.1M and PBT $222.3M .

Past Roles

Organization	Role	Years	Strategic impact
Trinity Industries	EVP, Operations & Support Services	2022–present	Oversees operations and support; assumed broader responsibilities including maintenance of the lease fleet, field support, and warranty oversight in 2022 .
Trinity Industries	EVP, Support Services	2020–2022	Led support services functions; promoted to lead Operations & Support in 2022 .
Siemens Energy, Inc. (Siemens AG)	Vice President of Operations; prior operational roles	2016–2019	Operational leadership at Siemens Energy; roles of increasing responsibility across Siemens .
Ford Motor Company	Operational roles of increasing responsibility	2006–2016	Manufacturing/operations leadership across business units .

External Roles

Organization	Role	Years	Strategic impact
—	No public-company board or external directorships disclosed in reviewed filings	—	Not disclosed .

Fixed Compensation

2024 base salary: $525,280 .
2024 AIP target (dollar-denominated, not % of salary): $360,000 .
2024 target LTI opportunity: $720,000 (60% PSUs; 40% time-based RSUs) .

Multi-year cash/equity mix (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	455,667	515,000	525,280
Stock Awards ($)	523,128	757,285	735,239
Non-Equity Incentive Plan Comp ($)	249,287	252,360	656,640
All Other Comp ($)	18,300	32,670	40,837
Total ($)	1,246,382	1,557,315	1,957,996

Perquisites and benefits (2024): financial planning services; executive physical; 401(k) match $20,700; total “All Other Comp” $40,837 .

Performance Compensation

A. 2024 Annual Incentive Program (AIP) design and outcome (company-wide metrics apply to NEOs):

Metric	Weight	Threshold	Target	Maximum	2024 Actual	Payout vs Target
Profit Before Tax ($M)	65%	121	187	224	222.3	196%
Cash From Operations ($M)	15%	247	380	494	588.1	200%
Scorecard (Operating Priorities)	20%	N/A	100%	200%	125%	125%
Total AIP Payout vs Target	—	—	—	—	—	182.4%

Kevin Poet’s 2024 AIP payout: $656,640 (182.4% of $360,000 target) .
2023 AIP payout: 70.1% of target, or $252,360 .

B. 2024 Long-Term Incentive (LTI) grants for Kevin Poet:

Award Type	Grant Date	Units (Threshold)	Units (Target)	Units (Max)	Grant-Date Fair Value ($)
Time-based RSUs	05/20/2024	—	9,366	—	288,005
PSUs – ROE (2024–2026)	05/20/2024	2,108	7,025	14,050	194,171
PSUs – rTSR (2024–2026)	01/02/2024	2,437	8,124	16,248	253,063

PSU performance framework:

Mix: 60% PSUs, 40% time-based RSUs for 2024 LTI .
Metrics: three-year relative TSR vs. S&P SmallCap 600 (50%); three-year average ROE (50%). rTSR thresholds at 25th/50th/75th percentiles; ROE at 10.0%/12.5%/15.0% (threshold/target/max). rTSR payout capped at 100% if absolute TSR is negative .

Equity Ownership & Alignment

A. Beneficial Ownership (as of March 17, 2025):

Holder	Shares Beneficially Owned	Percent of Class	Rights to Acquire within 60 days (RSUs/earned units)
Kevin Poet	52,956	<1%	32,282

Anti-hedging/anti-pledging: Company prohibits pledging/short sales/derivatives; no directors or executive officers had pledged shares as of March 17, 2025 .
Stock ownership guidelines: NEOs must hold 3x base salary; five years to comply; all NEOs are in compliance or within the time period to achieve compliance .

B. Outstanding Equity Awards (12/31/2024):

Category (Kevin Poet)	Quantity (#)	Market/Payout Value ($)	Notes
Unvested time-based stock/RSUs	22,474	788,837	Based on $35.10 closing price at 12/31/2024 .
Earned performance shares (2022–2024)	20,430	717,093	To be awarded upon certification .
Unearned PSUs (max, 2023–2025)	33,810	1,186,731	Value if max achieved; actual depends on rTSR/ROE .
Unearned PSUs (max, 2024–2026)	30,298	1,063,460	Value if max achieved; actual depends on rTSR/ROE .
Stock options	0	—	No options held by Poet; only CEO held options at YE 2024 .

C. Vesting Schedule (Kevin Poet):

Vesting Date	Shares
05/15/2025	32,282
05/15/2026	7,500
05/15/2027	3,122

Implication: Significant near-term vesting (32,282 shares on May 15, 2025) may create episodic liquidity/selling pressure around vest dates absent blackout or retention elections .

Employment Terms

Change-in-control (CIC) agreements and severance economics:

Multiples: Lump-sum 2× (base salary + target bonus) for NEOs; 3× for CEO .
Triggers: Double-trigger for cash (CIC + qualifying termination within 2 years). Equity: single-trigger for awards granted before 1/1/2019; double-trigger for awards on/after 1/1/2019 .
Benefits: Continuation of medical/dental/vision/health/life for 24 months plus a lump sum tax equalization for benefit continuation; no excise tax gross-up (cutback applies) .
Definitions: “Cause” and “Good reason” defined (includes material adverse changes, pay/benefit reductions, relocation outside Dallas County, TX, etc.) .
Non-compete: Included in CIC agreement (duration not specified in filing excerpt) .

Potential payouts (CIC scenario, if terminated 12/31/2024):

Component	Amount ($)
Equity vesting	2,291,644
Annual Incentive (at target)	360,000
Cash severance (2× base + target bonus)	1,770,560
Benefits continuation (24 months)	39,639
Total	4,461,843

Termination without CIC (as of 12/31/2024):

Scenario	Equity Awards ($)	AIP ($)	Total ($)
Death	1,738,846	656,640	2,395,486
Disability	1,738,846	656,640	2,395,486
Retirement	1,861,688	656,640	2,518,328

Clawbacks and recoupment: Company maintains NYSE-compliant clawback policy and a broader recoupment policy allowing recovery for restatements due to errors, omissions, fraud, or misconduct .

Performance Compensation – Detailed Design

Metric	Weighting	Target-Setting and Notes
Relative TSR (3-year)	50% of PSU grant	Percentile vs S&P SmallCap 600: Threshold 25th; Target 50th; Max 75th; capped at 100% if absolute TSR negative .
3-year Average ROE	50% of PSU grant	Threshold 10.0%; Target 12.5%; Max 15.0%; equity reduced for share repurchases in denominator .

Investment Implications

Pay-for-performance alignment improving: 2024 AIP paid 182.4% on strong PBT and cash performance; LTI is 60% performance-based with explicit ROE and rTSR hurdles, including downside risk (rTSR cap when absolute TSR is negative), signaling an emphasis on returns and shareholder alignment .
Retention risk moderate: CIC protection of 2× cash and 24 months of benefits with double-trigger reduces flight risk; no tax gross-up and stringent definitions are shareholder-friendly .
Selling pressure watchlist: 32,282 shares vest on May 15, 2025, followed by 7,500 (2026) and 3,122 (2027); monitor trading windows/form 4s around these dates for potential liquidity events .
Ownership alignment and governance: Poet owns 52,956 shares (<1%); rights to acquire 32,282 within 60 days; company prohibits pledging/hedging and requires NEOs to maintain 3× salary in stock, with compliance or on-track status disclosed—reducing alignment/pledging risk .
Execution backdrop: Company-level operating profit up 18% YoY in 2024 with strong utilization and a $2.1B backlog; sustained delivery and returns execution (ROE/TSR) will be key to PSU realizations for 2023–2025 and 2024–2026 cycles .