Greenbrier Companies Inc. Files 2024 DEF 14A

Ticker: GBX · Form: DEF 14A · Filed: Nov 14, 2024 · CIK: 923120

Sentiment: neutral

Topics: proxy-statement, executive-compensation, annual-filing

TL;DR

GBX DEF 14A out: exec pay details & FY24 financials filed.

AI Summary

Greenbrier Companies Inc. filed its DEF 14A on November 14, 2024, for the fiscal year ending August 31, 2024. The filing details executive compensation, including that of Lorie L. Tekorius, and provides financial data for fiscal years 2020 through 2024. Key financial periods reported include fiscal years ending August 31, 2024, 2023, 2022, and 2021.

Why It Matters

This filing provides crucial information for shareholders regarding executive compensation and the company's financial performance over the past few fiscal years, impacting investment decisions.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and financial reporting, not indicating new or unusual risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by companies to solicit shareholder votes on important matters, typically including the election of directors and executive compensation.

Who is Lorie L. Tekorius and what is her role at Greenbrier Companies Inc.?

Lorie L. Tekorius is listed as a member in relation to executive compensation tables, indicating she is an executive officer or director of Greenbrier Companies Inc.

What fiscal years are covered by the financial data in this filing?

This filing provides financial data for the fiscal years ending August 31, 2024, 2023, 2022, and 2021.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on November 14, 2024.

What is the Standard Industrial Classification (SIC) code for Greenbrier Companies Inc.?

The Standard Industrial Classification (SIC) code for Greenbrier Companies Inc. is 3743, which corresponds to Railroad Equipment.

Filing Stats: 4,465 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2024-11-14 16:28:09

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 39 Summary Compensation Table for Fiscal 2024 39 Grants of Plan-Based Awards in Fiscal 2024 40 Outstanding Equity Awards as of 2024 Fiscal Year-End 41 Stock Vested During Fiscal Year 2024 42 Non-Qualified Deferred Compensation in Fiscal Year 2024 42 Termination and Change of Control Provisions 42 Pay Ratio 46 Pay Versus Performance 47 Equity Compensation Plan Information 51 52 PROPOSAL 2 Advisory Approval of Executive Compensation 53 Stock Ownership of Certain Beneficial Owners and Management 53 Delinquent Section 16(a) Reports 54 55 PROPOSAL 3 Ratification of Appointment of Independent Auditors Fees Paid to KPMG 55 Report of the Audit Committee 56 57 Annual Meeting Information Online Meeting 57 Voting Securities and Solicitation of Proxies 57 Single and Multiple Mailings 57 Other Business 58 Additional Information 58 Shareholder Proposals 58 Incorporation by Reference 59 A-1 APPENDIX A Policy Regarding the Approval of Audit and Non-audit Services Provided by the Independent Auditor Purpose and Applicability A-1 Policy Statement A-1 Delegation of Pre-Approval A-2 Prohibited Services A-2 Audit Committee Review of Services A-3 Amendments A-3 Effective Date A-3 Table of Contents PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read this entire Proxy Statement carefully before voting. This Proxy Statement is first being released to shareholders on November 14, 2024. PROPOSAL 1 Election of Directors THE BOARD RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee and our Board recommend that shareholders vote "FOR" all director nominees, as they have determined that each of the nominees possesses

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to attract, motivate, and retain the key executives who drive our success. Our compensation philosophy focuses on pay that reflects performance and aligns with the interests of shareholders. A key objective of that philosophy is to link a significant portion of the compensation of our executive officers to achievement of pre-established financial and strategic goals that are directly tied to our overall business strategy. In fiscal 2024, over 60% of the compensation of each of our "named executive officers" or "NEOs" (discussed later in this proxy statement) was conditioned on the achievement of pre-established financial and strategic goals, using grant date accounting fair values for fiscal 2024 equity awards and annual bonuses actually earned. We believe our performance in fiscal 2024 is a testament to the strength and effectiveness of our compensation philosophy. As described later in this proxy statement, in fiscal 2024 we achieved annual revenue of $3.5 billion, gross margin expanded by 460 bps to 15.8% from fiscal 2023, and diluted EPS of $4.96, third-highest in our history. Listed below are highlights of our fiscal 2024 executive compensation policies and practices: WHAT WE DO Ongoing engagement with our institutional shareholders regarding our executive compensation policies and practices Performance-based cash and equity incentive compensation Caps on performance-based cash and equity incentive compensation Significant portion of executive compensation at risk based on company performance Multi-year equity award vesting periods for equity awards, including three-year performance periods for performance-based equity awards One-year minimum vesting requirement under equity incentive plan, with limited exceptions Annual review and approval of our executive compensation program Annual compensation risk assessment Annual "Say On Pay" vote Clawback policy

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