Leldon E. Echols
TRINITY INDUSTRIESAbout Leldon E. Echols
Independent, non-executive Chairman of the Board at Trinity Industries (TRN), age 69, serving since 2007. Former EVP and CFO of Centex Corporation (2000–2006) and 22 years at Arthur Andersen LLP including Managing Partner of the Audit Practice for North Texas, Colorado, and Oklahoma (1997–2000); member of the American Institute of CPAs and Texas Society of CPAs (inactive) . Current external directorship at HF Sinclair Corporation; previously served on boards affiliated with EnLink Midstream through January 2025 and HollyFrontier prior to HF Sinclair’s formation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centex Corporation | Executive Vice President & Chief Financial Officer | 2000–2006 | Senior finance executive; board-level managerial experience |
| Arthur Andersen LLP | Managing Partner, Audit Practice (North Texas/Colorado/Oklahoma) | 1997–2000 (22 years total at firm) | Public accounting leadership; audit expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HF Sinclair Corporation | Director | Current | Independent energy company directorship |
| EnLink Midstream Manager, LLC | Director (formerly Audit Committee Chair per prior disclosures) | 2014–Jan 2025 | Midstream energy oversight; ended service Jan 2025 |
| HollyFrontier Corporation | Director | 2009–2022 (until HF Sinclair parent established) | Refining sector oversight |
Board Governance
- Board leadership: Independent, non-executive Chairman; roles separated from CEO to enhance oversight and governance effectiveness .
- Independence: Board affirmed Echols is independent under NYSE and SEC standards; CEO Savage is not independent due to employment .
- Committee memberships (2025): Audit; Corporate Governance & Directors Nominating; Finance & Risk; Human Resources (HR) .
- Committee chair roles (current year): Echols is a member of all committees; chairs none (Ainsworth chairs HR; Shive chairs Audit; Maclin chairs Finance; Diez chairs Governance) .
- Audit committee financial expert: Board determined Echols qualifies (along with Diez and Shive) .
- Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Committee meeting cadence (2024): Audit (7), Finance & Risk (3), Governance (3), HR (4) .
Fixed Compensation
- Cash retainer structure (2024):
- Board member annual retainer $85,000; Independent Chairman additional retainer $150,000 (cash or equity at Chairman’s election)
- Committee chairs: Governance & Finance $15,000; Audit & HR $20,000
- Committee members: Audit $10,000; Finance/Governance/HR $7,500 .
- Equity grants for non-employee directors: Target cash-equivalent $138,000; post-Annual Meeting grant of 4,488 RSUs or restricted shares at $30.75/share; dividend equivalents accrue; convertible into common shares upon departure from Board .
- Director Deferred Plan: Option to defer fees; credited at 9.50% interest equivalent (2024) or into stock units; dividend equivalents accrue; paid post-service over up to 10 years .
Director compensation (FY2024):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Leldon E. Echols | 196,667 | 213,005 | 83,416 | 493,088 |
| Notes | RSUs/Restricted Stock at ASC 718 fair value | Dividend equivalents + $5,000 charity match included |
RSU balances at 12/31/2024: Echols 62,158 units .
Performance Compensation
| Component | Metric | Weighting | Terms |
|---|---|---|---|
| Director equity grants | None disclosed (time-based RSUs/restricted stock) | N/A | RSUs/restricted stock convert upon Board departure; dividend equivalents accrue |
Directors do not have performance-based pay metrics tied to compensation in the proxy; equity is time-based. No director-specific performance targets disclosed .
Other Directorships & Interlocks
| Company | Sector Link | Potential Interlock Consideration |
|---|---|---|
| HF Sinclair Corporation | Energy refining | Sector adjacency to TRN tank car customers; no related-party transactions disclosed |
| EnLink Midstream (various boards) | Energy midstream | Ended Jan 2025; no related-party transactions disclosed |
Related person transactions: Company policy requires Governance Committee review; Company reported no such transactions in 2024 .
Expertise & Qualifications
- Finance and accounting leadership (former CFO; public accounting managing partner); audit committee financial expert designation .
- CPA affiliations: AICPA; Texas Society of CPAs (inactive) .
- Broad committee service: Member of Audit, Governance, Finance, and HR committees; independent Board chair experience .
Equity Ownership
| Holder | Common Shares Owned (#) | % of Class | RSUs/Units (#) | Pledged Shares | Notes |
|---|---|---|---|---|---|
| Leldon E. Echols | 128,304 | <1% | 62,158 | None; pledging prohibited | Includes sole voting/investment power unless noted |
Stock ownership guidelines and compliance:
- Directors must maintain ownership equal to 5x annual cash retainer; all directors and officers are in compliance or within the allowed period .
- Anti-hedging/anti-pledging policy applies to directors and officers; no shares pledged as of March 17, 2025 .
Governance Assessment
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Signals supporting investor confidence:
- Independent Chairman structure with clear separation from CEO; robust committee oversight breadth; Echols is an audit committee financial expert .
- Full independence confirmation; strong attendance; regular executive sessions; multi-committee engagement suggests high board effectiveness .
- Transparent, benchmarked director pay with independent consultant input (Meridian); straightforward RSU vesting mechanics; option to defer with clear terms .
- No related-party transactions in 2024; strong anti-hedging/anti-pledging controls; compliance with ownership guidelines .
- Prior year say-on-pay support of 96.5% indicates positive shareholder sentiment toward compensation governance .
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Year-over-year governance note:
- Echols chaired the HR Committee in 2023 but is a member (not chair) in 2024/2025, which reduces concentration of influence over exec pay while preserving continuity and expertise on the committee .
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Potential risk indicators and mitigants:
- External energy-sector directorships could create perceived conflicts if TRN engages materially with such companies; however, the Company reports no related-party transactions in 2024 and has formal review policies, mitigating conflict risk .
- No hedging/pledging; strong independence posture; attendance and multi-committee workload suggest engaged oversight rather than passivity .
Overall, Echols’ profile shows deep financial oversight capability, independent leadership as Chair, and broad committee participation, with policies and disclosures that minimize conflict risk and align director incentives via ownership requirements and time-based equity.