William P. Ainsworth
TRINITY INDUSTRIESAbout William P. Ainsworth
Independent director of Trinity Industries, Inc. since 2021; age 68. Former Caterpillar Group President, Energy & Transportation (2019–2020), following senior leadership roles overseeing Caterpillar’s Rail Division and a long tenure as CEO of Progress Rail (acquired by Caterpillar in 2006). Recognized for deep rail industry and industrial operations expertise; designated independent under NYSE/SEC standards. Committee roles: Chair, Human Resources (Compensation) Committee; member, Finance & Risk; member, Corporate Governance & Directors Nominating.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar, Inc. | Group President, Energy & Transportation | 2019–2020 | Senior operating leadership across engines, turbines, locomotives; prior oversight of Rail Division. |
| Caterpillar, Inc. | Senior Vice President & Strategic Advisor to Executive Committee; responsible for Rail Division | 2017–2019 | Strategic leadership for rail; executive committee advisory. |
| Progress Rail Services (a Caterpillar company since 2006) | President & Chief Executive Officer | 1993–2019 | Led integrated rail/transit supplier and railcar leasing operations; became Caterpillar VP at acquisition. |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Ainsworth in TRN’s proxy. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined Ainsworth is independent under NYSE/SEC rules. |
| Board leadership | Leldon E. Echols serves as independent, non-executive Chairman; Board holds regular non-management executive sessions. |
| Committee assignments (2024) | Chair: Human Resources (HR) Committee; Member: Finance & Risk Committee; Member: Corporate Governance & Directors Nominating Committee. |
| Committee meetings in 2024 | HR: 4; Finance & Risk: 3; Governance: 3. |
| Attendance | Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all attended 2024 AGM. |
| Director since | 2021. |
Fixed Compensation
Director compensation structure (non-employee directors; 2024):
| Component | Amount |
|---|---|
| Board annual retainer (cash) | $85,000. |
| Committee Chair retainer – Audit, HR | $20,000. |
| Committee Chair retainer – Governance, Finance | $15,000. |
| Committee member retainer – Audit | $10,000. |
| Committee member retainer – Finance, Governance, HR | $7,500. |
| Independent Chairman retainer | $150,000 (cash and/or equity at Chair’s election). |
Director compensation – Ainsworth:
| Year | Fees Earned (Cash) ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 100,000 | 138,004 | 5,000 | 243,004 |
| 2024 | 113,333 | 138,006 | 5,000 | 256,339 |
Notes: All Other includes charitable gift match (capped at $5,000 annually).
Performance Compensation
| Equity Element | 2024 Details | Vesting/Settlement | Performance Metrics |
|---|---|---|---|
| Annual director equity | 4,488 RSUs or restricted shares; equity value guide $138,000; grant-date fair value per share $30.75. | Dividend equivalents; convertible into shares upon departure from the Board. | None; director equity is time-based (no performance metrics). |
| Deferrals | Directors may defer fees; deferrals credited either at 9.50% interest (2024) or into stock units. | Paid upon departure/change in control per election (up to 10 annual installments). | N/A |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other current public boards (Ainsworth) | None disclosed in TRN proxy. |
| Compensation Committee interlocks (2024) | None; HR Committee members (incl. Ainsworth) were not TRN officers/employees; no interlocks. |
| HR Committee roster (2024) | Chair: Ainsworth; Members: Biesterfeld, Diez, Echols, Maclin; all independent under NYSE standards. |
Expertise & Qualifications
- Extensive railcar and rail services domain expertise from Progress Rail and Caterpillar leadership, aligned with TRN’s core operations.
- Experienced operator of significant industrial enterprises; brings strategic, operational, and risk oversight experience to Finance & Risk and HR committees.
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Pledged? | Notes |
|---|---|---|---|---|
| William P. Ainsworth | 22,840 | <1% | No; pledging prohibited and none pledged as of Mar 17, 2025. |
Stock ownership policy and alignment:
- Directors must hold Company stock equal to 5x the annual cash retainer; compliance required within 5 years.
- Company states directors are compliant or within allowed time to achieve compliance.
- Anti-hedging and anti-pledging policy applies to directors.
Governance Assessment
-
Strengths
- Independent director; chairs HR Committee and serves on Finance & Governance, indicating high engagement in pay, risk, capital allocation, and governance oversight.
- Strong attendance culture in 2024 (all directors ≥75%) and regular executive sessions under independent Chair.
- No related-party transactions in 2024; Governance Committee oversees related-party policy and reviews.
- Shareholder support signal: 97.8% say‑on‑pay approval in 2024, supportive of compensation governance.
-
Potential watch items
- Background overlap with CEO (both previously at Caterpillar/Progress Rail) may present perceived affinity; continue monitoring for independence in HR and CEO pay decisions.
-
RED FLAGS
- None identified in the proxy: no related-party transactions, pledging prohibited and none pledged, high say‑on‑pay approval.
-
Compensation mix and trends (Director)
- Balanced cash and time‑based equity; 2024 cash modestly higher vs. 2023 (likely reflecting chair/member retainers), equity flat with standard annual grant; no options or performance equity for directors.
-
Compensation consultant and processes
- Governance Committee uses independent consultant (Meridian) to review director compensation; HR Committee conducts comp risk assessment; no excessive risk identified.