Scott M. Ewing
TRINITY INDUSTRIESAbout Scott M. Ewing
Executive Vice President and Chief Legal Officer of Trinity Industries since 2023; joined Trinity in 2015 after prior practice at Haynes and Boone LLP. Age 52; education: BBA (University of Texas at Austin) and JD (Texas Wesleyan School of Law)
Company performance context during his executive tenure: 2024 revenues $3.1B, adjusted ROE 14.6%, cash from operations $588M, and total stockholder return of 44.5% for 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Industries | EVP & Chief Legal Officer | 2023–present | Oversees all legal, regulatory, and compliance matters |
| Trinity Industries | Associate GC; later VP, Associate GC – Litigation/Regulatory/Employment | 2015–2023 | Led defense strategy across litigation/regulatory; progressed to senior leadership |
| Haynes and Boone LLP | Attorney | 2008–2015 | Complex litigation, antitrust, investigations; foundation for corporate legal leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Modern Counsel case study (profile) | Featured for appellate victory in FCA matter | 2020 | Helped prepare defense leading to reversal of $682.3M FCA verdict; reduced long-tail litigation risk |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 438,840 |
| Target Annual Incentive ($) | 250,000 |
| Actual Annual Incentive Paid ($) | 456,000 |
Performance Compensation
| Incentive Component | Metric Design | 2024 Target | 2024 Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (AIP) | 65% Profit Before Tax (PBT); 15% Cash From Operations (CFO); 20% Operating Scorecard | PBT target $187M; CFO target $380M | PBT $222.3M → 196% of PBT slice; CFO $588.1M → 200% of CFO slice; Scorecard 125%; total AIP 182.4% of target (Ewing paid $456,000) | N/A |
| LTI – Performance RSUs (rTSR) | rTSR vs S&P SmallCap 600; Threshold 25th, Target 50th, Max 75th percentile; rTSR capped at 100% if absolute negative | 5,078 target units; grant date FV $158,180 | Performance period 2024–2026; earn 30–200% of target based on outcomes | Cliff on/about May 15, 2027 |
| LTI – Performance RSUs (ROE) | 3-year average ROE: Threshold 10.0%, Target 12.5%, Max 15.0% | 4,391 target units; grant date FV $121,367 | Performance period 2024–2026; earn 30–200% of target | Cliff on/about May 15, 2027 |
| LTI – Time-based RSUs | 40% of LTI mix; time-based retention | 5,854 shares; grant date FV $180,011 | N/A | Ratably May 2025/May 2026/May 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 51,966 shares as of Mar 17, 2025 |
| Ownership as % of Shares Outstanding | ≈0.064% (51,966 owned / 81,632,093 outstanding ) |
| Unvested Time-based RSUs (12/31/24) | 11,971 shares; market value $420,182 |
| Unearned Performance RSUs (2023–2025 Max) | 9,662 units; value $339,136 (subject to performance) |
| Unearned Performance RSUs (2024–2026 Max) | 18,938 units; value $664,724 (subject to performance) |
| Upcoming Vesting Dates | 05/15/25: 13,844; 05/15/26: 3,535; 05/15/27: 2,201; 05/15/31: 333; 05/15/32: 250 |
| Options | None outstanding for Ewing |
| Arcosa Spin-off Awards | Unvested Arcosa RS awards for Ewing: 05/15/26: 111; 05/15/27: 83; 05/15/31: 111; 05/15/32: 83 |
| Ownership Guidelines | Executives must hold 3× base salary; compliance or within time allowed per policy |
| Hedging/Pledging | Prohibited for officers/directors; no shares pledged by directors/executives at Mar 17, 2025 |
Employment Terms
- Change-in-Control Agreement: double-trigger (CIC + qualifying termination); cash severance of 2× base salary + target bonus for Ewing; 24 months benefits continuation; vesting rules: single-trigger for pre-2019 awards; double-trigger for awards on/after 2019; no excise tax gross-up; includes non-compete and “good reason” protections (e.g., material adverse change, relocation outside Dallas County) .
| Scenario (as of 12/31/2024) | Equity Vesting ($) | AIP ($) | Cash Severance ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| CIC + Qualifying Termination | 1,111,068 | 250,000 | 1,377,680 | 43,006 | 2,781,754 |
| Death | 832,766 | 456,000 | — | — | 1,288,766 |
| Disability | 832,766 | 456,000 | — | — | 1,288,766 |
| Retirement | 734,796 | 456,000 | — | — | 1,190,796 |
- Clawbacks: NYSE-compliant recoupment policy for incentive-based comp upon restatements; broader internal policy for errors, omissions, fraud, or misconduct .
Performance & Track Record
- Company TSR 2022–2024: 44.5%; revenues $3.1B; adjusted ROE 14.6%; cash from operations $588.1M—supportive backdrop for incentives tied to PBT, ROE, rTSR, CFO .
- Litigation leadership: Ewing helped prepare a defense strategy leading to reversal of a $682.3M False Claims Act verdict, reducing litigation overhang .
Governance and Shareholder Feedback
- Say-on-Pay approvals: 97.8% in 2024; 96.5% in 2023—low governance friction on executive pay structure .
- Compensation program features: strong pay-for-performance, 60% of LTI performance-based, double-trigger CIC, anti-hedging/anti-pledging, and clawbacks .
Expertise & Qualifications
- Education: BBA (UT Austin), JD (Texas Wesleyan)
- Age: 52; years in current role: ~2 as of 2025 .
- Career highlights: complex litigation, antitrust, government investigations; leadership in corporate legal functions .
Investment Implications
- Compensation alignment: AIP and LTI are tightly linked to PBT, CFO, ROE, and rTSR—metrics that historically tracked improving profitability and returns (2024 PBT and CFO above target; ROE/TSR embedded in LTI) .
- Retention risk appears contained: meaningful unvested/unearthed equity with ratable and cliff vesting through 2027; double-trigger CIC and non-compete provisions discourage opportunistic departures .
- Insider selling pressure: upcoming vests (2025–2027) could create supply, but anti-hedging/pledging, ownership guidelines, and policy-limited share sales prior to guideline compliance mitigate misalignment risk .
- Governance signals: high say-on-pay support and robust clawbacks indicate low compensation-related governance risk; equity-heavy mix keeps “skin in the game” .