Veena M. Lakkundi
TRINITY INDUSTRIESAbout Veena M. Lakkundi
Independent director of Trinity Industries since 2022; age 56. Segment President, Large-Scale Optical at Apogee Enterprises (since Jan 2025), previously SVP Strategy & Corporate Development at Rockwell Automation (2021–2024) and multiple senior roles at 3M including Chief Ethics & Compliance Officer (2017–2019), Global VP/GM Adhesives & Tapes (2019–2020), and SVP Strategy & Business Development (2020–2021). She was previously a director of Claroty (private cybersecurity company). The Board has affirmed her independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Chief Ethics & Compliance Officer | 2017–2019 | Led ethics/compliance oversight; strengthens governance expertise |
| 3M Company | Global VP & GM, Adhesives & Tapes Division | 2019–2020 | P&L leadership in industrial products |
| 3M Company | SVP, Strategy & Business Development | 2020–2021 | Corporate strategy and M&A |
| Rockwell Automation | SVP, Strategy & Corporate Development | 2021–2024 | Strategy, corporate development, digital transformation exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apogee Enterprises, Inc. | Segment President, Large-Scale Optical | Since Jan 2025 | Public company operating role; not disclosed as a directorship |
| Claroty (private) | Director (previously) | Not specified | Cyber-physical systems security; prior board service (private) |
| Public company boards | None disclosed | — | No current public company directorships reported for Lakkundi |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Directors Nominating Committee member .
- Chair roles: None; Audit chaired by Dunia A. Shive; Governance chaired by John J. Diez .
- Committee activity in 2024: Audit met 7 times; Governance met 3 times .
- Independence: Board determined Lakkundi is independent .
- Attendance and engagement: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings and all attended the 2024 Annual Meeting; Board meets regularly in non-management executive sessions .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned (cash) | 102,500 | 2024 cash fees as reported |
| Equity grant (RSUs) | 138,006 | 4,488 RSUs granted post-2024 Annual Meeting at $30.75/share; dividend equivalents; convertible upon departure from Board |
| All other compensation | — | No other compensation reported for Lakkundi in 2024 |
| Total | 240,506 | Sum of cash fees and stock awards |
Director fee structure (for context):
- Board annual retainer $85,000; Audit Committee member $10,000; Governance Committee member $7,500; Committee chairs receive additional retainers (Audit/HR $20,000; Governance/Finance $15,000); Independent Chair $150,000 retainer .
Performance Compensation
- No performance-based director compensation metrics disclosed; equity is time-based RSUs with dividend equivalents credited and paid upon conversion; no options or performance units for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Lakkundi |
| Private/other boards | Previously served on Claroty’s board (private) |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Strategy and corporate development (Rockwell; 3M) .
- Ethics and compliance leadership experience (Chief Ethics & Compliance Officer at 3M) .
- Industrial P&L and operations management (3M Adhesives & Tapes; Apogee Segment President) .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Notes |
|---|---|---|---|
| Veena M. Lakkundi | 14,570 | * (<1%) | As of March 17, 2025; includes RSUs/units convertible within 60 days per proxy methodology |
| RSUs outstanding (Dec 31, 2024) | 14,570 | — | Director RSUs balance as of year-end |
Ownership alignment and policies:
- Stock ownership guidelines: Directors must hold Company stock valued at 5x annual cash retainer; directors are in compliance or within the allowed time to comply .
- Anti-hedging/anti-pledging: Company prohibits hedging/pledging by directors; as of March 17, 2025, no directors had pledged shares .
Governance Assessment
- Board effectiveness: Lakkundi’s dual membership on Audit and Governance aligns with her ethics/compliance background and supports financial oversight, ESG, related-party review, and director compensation benchmarking .
- Independence and attendance: Independent director with documented strong attendance norms at Board/committee and Annual Meeting, supporting investor confidence in oversight continuity .
- Compensation and alignment: Balanced mix of cash retainer and annual RSUs; RSUs vest upon departure, reinforcing long-term alignment; no director options or performance grants, minimizing risk-taking incentives .
- Conflicts and related parties: Governance Committee oversees related-party transactions; Company reported no related person transactions in 2024, and prohibits pledging/hedging—reducing conflict and misalignment risk .
- Shareholder signals: Executive say‑on‑pay support was 97.8% in 2024, suggesting broad confidence in compensation governance overseen by independent directors, including Governance Committee members .
RED FLAGS
- None identified in filings regarding Lakkundi: no related‑party transactions, no pledging/hedging, independent status, and active committee service .