S. Todd Maclin
TRINITY INDUSTRIESAbout S. Todd Maclin
Independent director since 2020; age 68. Retired after a 37-year career at JPMorgan Chase & Co., culminating as Chairman, Chase Commercial and Consumer Banking in 2013 and service on the firm’s operating committee; prior roles included Regional Executive for Texas/Southwest and Global Executive for Energy Investment Banking . The Board affirms Maclin’s independence under NYSE and SEC standards . In 2024, the Board held five meetings and all directors attended at least 75% of Board and committee meetings; the Board meets regularly in non‑management executive sessions chaired by the independent non‑executive Chairman, Leldon E. Echols .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman, Chase Commercial & Consumer Banking; previously Regional Executive (TX/Southwest) and Global Executive (Energy IB) | 37 years; retired 2016 | Senior operating committee member; deep transaction and banking oversight |
External Roles
| Organization | Role | Tenure/Notes | Governance Relevance |
|---|---|---|---|
| Kimberly‑Clark Corporation | Director | Current | Large‑cap public company board experience |
| Hunt Consolidated, Inc. | Director | Current | Energy, LNG, power, infrastructure exposure |
| Arvest Bank Group | Director | Current | Banking oversight experience |
| Cyber Defense Labs | Board advisor | Current | Cybersecurity advisory background |
| Children’s Health System of Texas | Member | Current | Non‑profit health governance |
| University of Texas (Development Board; McCombs Graduate School Advisory Council; prior councils/boards) | Director/advisory roles | Current/prior as disclosed | Academic/health system governance |
Board Governance
- Independence: Board affirmatively determined Maclin is independent .
- Leadership: Independent non‑executive Chairman (Echols) presides over executive sessions; CEO not on any Board committee .
- Committees and meeting cadence:
- Finance & Risk Committee: Chair (Maclin); meetings held 4 (2022), 3 (2023), 3 (2024) .
- Human Resources (Compensation) Committee: Member; meetings held 4 (2022), 4 (2023), 4 (2024) .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; policy expects Annual Meeting attendance; all directors were in attendance at the 2024 Annual Meeting . In 2023, Board held six meetings; all directors attended at least 75% and attended the Annual Meeting .
| Committee | Role | 2022 Meetings | 2023 Meetings | 2024 Meetings |
|---|---|---|---|---|
| Finance & Risk | Chair | 4 | 3 | 3 |
| Human Resources | Member | 4 | 4 | 4 |
Fixed Compensation
- Director fee structure (2024): Board member annual retainer $85,000; committee chair retainers $15,000 (Governance, Finance) and $20,000 (Audit, HR); committee member retainers $10,000 (Audit) and $7,500 (Finance, Governance, HR); independent Board Chairman retainer $150,000 (cash/equity at Chair’s election) .
- Maclin’s cash fees and other compensation (reported for fiscal years):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 107,500 | 107,500 |
| All Other Compensation ($) | 13,113 | 24,241 |
| Total ($) | 258,617 | 269,747 |
Notes: “All Other Compensation” includes dividend equivalents on stock units in the Director Deferred Plan and up to $5,000 charitable matching where applicable .
Performance Compensation
- Annual director equity grant: Following May 2024 Annual Meeting, each non‑employee director received 4,488 RSUs or restricted shares with dividend equivalents, convertible upon departure; grant value used $30.75 per share (grant date fair value $30.75) .
- Equity grant values and holdings:
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 138,004 | 138,006 |
| RSUs held at year‑end (count) | 6,473 | 10,961 |
Structure: Director awards are time‑based (no performance metrics) and settle upon departure from the Board; dividend equivalents accrue and are credited to director accounts under the Director Deferred Plan .
Other Directorships & Interlocks
| Company | Role | Committee/Notes |
|---|---|---|
| Kimberly‑Clark Corporation | Director | Public company board; Maclin’s service disclosed |
| Hunt Consolidated, Inc. | Director | Private diversified energy/infrastructure enterprise |
| Arvest Bank Group | Director | Banking |
| Cyber Defense Labs | Board advisor | Cybersecurity |
| Children’s Health System of Texas | Member | Non‑profit |
- Compensation Committee interlocks: Company disclosed none for 2024 .
Expertise & Qualifications
- Senior banking executive experience (commercial and consumer banking; energy investment banking), including firm operating committee membership .
- Finance & risk oversight expertise as Finance & Risk Committee Chair; committee remit includes liquidity, financing/refinancing, shareholder returns (dividends/buybacks), insurance coverage, and broad risk review .
Equity Ownership
- Beneficial ownership of TRN Common Stock (as of March 17, 2025): 38,509 shares; less than 1% of class .
- Rights to acquire shares within 60 days via RSUs/earned performance units: 10,961 .
- Pledging/hedging: Company policy prohibits hedging and pledging; no directors or executive officers had pledged shares as of March 17, 2025 .
- Ownership guidelines: Board members required to hold five times annual cash retainer; directors are in compliance or within the time allowed to achieve compliance .
| Metric | Value |
|---|---|
| Common Shares Beneficially Owned (#) | 38,509 |
| RSUs/Earned Units (convertible ≤60 days) (#) | 10,961 |
| Ownership as % of Outstanding | <1% |
Say‑on‑Pay & Shareholder Sentiment
| Year | Approval % |
|---|---|
| 2023 | 96.5% |
| 2024 | 97.8% |
The Governance Committee uses Meridian Compensation Partners, LLC to benchmark director compensation; the Board has continued to receive strong shareholder support for executive compensation .
Governance Assessment
- Strengths: Independent director; Chair of Finance & Risk Committee with clear remit over financing, liquidity, shareholder returns, and enterprise risk ; consistent Board/committee attendance thresholds met by all directors ; robust ownership alignment via five‑times retainer guideline and no pledging/hedging allowed .
- Engagement: Regular non‑management executive sessions under an independent chair ; active service on HR Committee with no interlocks .
- Incentives: Director pay mix balanced with meaningful equity; annual equity grants vest on departure, reinforcing long‑term orientation .
- Potential conflicts: Company disclosed no related‑party transactions in 2022; independence affirmed annually (Maclin independent) .
- RED FLAGS: None observed in disclosures regarding attendance, conflicts, hedging/pledging, or committee interlocks .