Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On January 15, 2020, Trinity Industries, Inc. ("Trinity" or the "Company") announced that E. Jean Savage has accepted an offer to serve as the Company's Chief Executive Officer and President. Ms. Savage will continue to serve as a member of Trinity's Board of Directors (the "Board"). She will begin her service as Chief Executive Officer and President effective February 17, 2020. Ms. Savage (55) has served as a member of the Board since 2018. From 2017 to 2020, she served as Vice President of Caterpillar, Inc. ("Caterpillar"), a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. During this time, she had responsibility for the Surface Mining & Technology Division. From 2014 to 2017, she was Chief Technology Officer and Vice President of Caterpillar's Innovation and Technology Development Division. From 2009 to 2014, she served as Senior Vice President and Chief Operating Officer of the Locomotive and Railcar Services business unit for Caterpillar subsidiary Progress Rail Services. Ms. Savage joined Progress Rail Services in 2002 as Vice President for Quality and Continuous Improvement. She also served as Vice President of Progress Rail's Freight Car Repair, Parts and Quality Divisions. Prior to joining Progress Rail, she worked in a variety of manufacturing and engineering positions in her 14 years at Parker Hannifin Corporation, a leader in motion and control technologies and systems. Ms. Savage also served for nine years in the U. S. Army Reserves as a military intelligence officer. In connection with her service as Chief Executive Officer and President, Ms. Savage has stepped down as a member of the Audit Committee, the Finance and Risk Committee, and the Human Resources Committee of the Board. Ms. Savage's compensation will be as follows: • Annual salary of $850,000;

• Annual incentive compensation target for 2020 of $850,000, prorated for 2020;

• Annual long-term incentive target for 2020 of $3,000,000;

• One-time long-term incentive grants:




•            options to purchase 300,000 shares of the Company's common stock,
             par value $0.01 per share, with an exercise price equal to the
             closing stock price on the date of grant, vesting on the third
             anniversary of the grant date;


•            50,000 restricted stock units, vesting 50% on the second anniversary
             of the grant date and 50% on the third anniversary of the grant
             date;


•      A Change in Control agreement with similar terms granted to other Company
       executives, with a payout of three times base salary and target bonus for
       termination without cause or for good reason within two years following a
       change in control;


•      Relocation services consistent with those provided to other Company
       executives including, without limitation, temporary living expenses for up
       to 180 days, duplicate housing expenses, and moving of household goods;
       and


•      Other customary health and welfare benefits consistent with other Trinity
       executives.


The performance metrics for Ms. Savage's annual incentive grant and annual
long-term incentive grant will be determined at a later time, consistent with
the Company's standard practices for such awards to its executives.
There are no arrangements or understandings between Ms. Savage and any other
person pursuant to which she was appointed as Chief Executive Officer and
President. Ms. Savage is not related to any other director or executive officer
of the Company. There are no related person transactions involving Ms. Savage
that are reportable under Item 404(a) of Regulation S-K.
Item 7.01   Regulation FD Disclosure
On January 15, 2020, Trinity issued a press release announcing Ms. Savage's
appointment. This press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
This information is not "filed" pursuant to the Securities Exchange Act of 1934
and is not incorporated by reference into any Securities Act of 1933
registration statements. Additionally, the submission of Item 7.01 of this
report on Form 8-K is not an admission of the materiality of any information in
this Item 7.01 that is required to be disclosed solely by Regulation FD.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.



(d) Exhibits:
NO.                            DESCRIPTION
99.1     Press release dated January 15, 2020.
 104   Cover Page Interactive Data File (formatted as Inline XBRL).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses