Robert C. Biesterfeld Jr.
TRINITY INDUSTRIESAbout Robert C. Biesterfeld Jr.
Independent director of Trinity Industries (TRN), age 49, serving since 2022. Former CEO (2019–2022) and prior senior executive at C.H. Robinson, bringing deep logistics and transportation expertise to TRN’s railcar manufacturing/leasing platform. The Board affirmatively determined he is independent under NYSE/SEC standards; all directors attended at least 75% of Board/committee meetings in 2024 and the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | President & CEO | 2019–2022 | Led a significant public logistics company; adds transportation/logistics perspective to TRN’s operations. |
| C.H. Robinson | Chief Operating Officer | 2018–2019 | Enterprise-wide operations leadership; relevant to TRN’s manufacturing and services efficiency. |
| C.H. Robinson | President, North American Surface Transportation | 2016–2018 | Deep modal expertise; informs TRN’s commercial and risk oversight. |
| C.H. Robinson | Vice President, Truckload | 2014–2015 | Truckload operations acumen. |
| C.H. Robinson | Vice President, Temperature Controlled Transportation & Sourcing Services | 2013 | Cold chain and sourcing capabilities. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Director | 2019–2022 | Public company board experience (committee details not disclosed). |
| Winona State University Foundation | Trustee | Not disclosed | Non-profit governance (details not disclosed). |
| Transportation Intermediaries Association | Director | 2015–2020 | Industry body governance; network and policy insight. |
Board Governance
- Independence: Independent director per NYSE/SEC rules.
- Committee memberships:
- Finance & Risk Committee (member; 3 meetings in 2024).
- Human Resources Committee (member; 4 meetings in 2024).
- Attendance and engagement: All directors attended ≥75% of Board/committee meetings in 2024 and attended the 2024 annual meeting.
- Board structure: Independent non-executive Chair (Leldon E. Echols); regular non-management executive sessions.
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Finance & Risk | S. Todd Maclin | Ainsworth; Biesterfeld; Echols; Shive | 3 |
| Human Resources | William P. Ainsworth | Biesterfeld; Diez; Echols; Maclin | 4 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $100,000 | Matches $85,000 Board retainer plus two committee memberships ($7,500 each). |
| Equity grant (RSUs) | $138,006 | Annual grant of 4,488 RSUs; grant-date fair value $30.75. |
| All other compensation | $12,577 | Dividend equivalents from Director Deferred Plan and $5,000 matched charitable contribution. |
| Total | $250,583 | Summation of components above. |
Director fee schedule (2024):
- Board retainer $85,000; committee member fees: Audit $10,000, Finance/Governance/HR $7,500; committee chair fees: Audit/HR $20,000, Finance/Governance $15,000; Independent Chair retainer $150,000; annual equity guide $138,000.
Performance Compensation
- Directors do not receive performance-based pay; annual equity is time-based RSUs convertible into common stock upon departure, with dividend equivalents credited.
Other Directorships & Interlocks
- Current public directorships disclosed: None besides TRN.
- Prior public board: C.H. Robinson (2019–2022).
- Compensation committee interlocks: None in 2024 for HR Committee members (including Biesterfeld).
Expertise & Qualifications
- Core expertise: Transportation/logistics operations, modal management, and leadership of a public logistics enterprise, providing relevant oversight for TRN’s integrated railcar leasing, manufacturing, and services strategy.
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 14,605 (less than 1% of class). |
| RSUs/units convertible within 60 days | 10,961. |
| Pledging/hedging | None pledged; policy prohibits pledging/shorting/derivatives for directors/officers. |
| Ownership guidelines | Directors: 5× annual cash retainer; compliance status: all directors in compliance or within allowed time. |
Governance Assessment
- Board effectiveness: Active membership on Finance & Risk and HR Committees, with regular meetings, supports oversight of capital allocation, risk, succession, and pay-for-performance.
- Independence and attendance: Independent status with satisfactory attendance enhances investor confidence.
- Compensation alignment: Cash fee structure plus modest annual RSU grant with deferral option and dividend equivalents aligns director incentives with shareholder value without performance gaming.
- Conflicts/related-party exposure: Company reported no related person transactions in 2024; Governance Committee oversees such matters via formal policy.
- Risk indicators:
- Anti-hedging/anti-pledging policy and no pledged shares reduce alignment risk.
- HR Committee interlocks: none, limiting cross-company compensation conflicts.
- Shareholder sentiment: Say-on-pay approval for NEO compensation was ~97.8% in 2024, indicating broad support for governance and pay structures.
Overall signal: Strong independence, committee engagement, and clean related-party profile; equity ownership and policy controls support alignment. No material red flags disclosed.