Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) Appointment of Certain Officers
Effective August 27, 2018, Lorie L. Tekorius was promoted to Executive Vice President and Chief Operating Officer (COO) of The
Greenbrier Companies, Inc. (Greenbrier or the Company). In her newly-created COO role, Ms. Tekorius steps into leadership for Greenbriers wheels, parts and repair operating unit and takes on additional
responsibility for human resources and corporate safety & security. Ms. Tekorius will continue to serve as the Principal Financial Officer of the Company, overseeing Greenbriers financial team and investor relations, as well as
managing corporate strategy. Ms. Tekorius will also continue to chair Greenbriers executive committee. Adrian J. Downes has been promoted to Acting Chief Financial Officer in addition to his current role as Senior Vice President and Chief
Accounting Officer, and will continue to report to Ms. Tekorius.
Ms. Tekorius, 51, has been with Greenbrier for 23 years in
various financial capacities. She has served as Chief Financial Officer (Principal Financial Officer) since February 2016, and was promoted to Executive Vice President and chair of Greenbriers executive committee in April 2017.
(e) Compensatory Arrangements of Certain Officers
Executive Officer Compensation Adjustments
In connection with the promotion described above, effective August 27, 2018, the Compensation Committee approved an increase in
Ms. Tekorius annual base salary to $585,000 and set Ms. Tekorius target bonus payout under the 2019 Short-term Incentive Cash Bonus Program (described below) at 90% of base salary.
2019 Short-term Incentive Cash Bonus Program
On August 27, 2018, the Greenbriers Compensation Committee adopted a 2019 Short-term Incentive Cash Bonus Program (the Bonus
Plan), pursuant to which the Companys executive officers, including its named executive officers (NEOs), may earn bonuses based on Company financial performance and achievement of strategic objectives during fiscal 2019.
For each of William A. Furman, President and Chief Executive Officer; Martin R. Baker, Senior Vice President, General Counsel and Chief
Compliance Officer; Alejandro Centurion, Executive Vice President and President of Greenbrier Manufacturing Operations; Mark J. Rittenbaum, Executive Vice President of Commercial and Leasing; and Lorie L. Tekorius, Executive Vice President and Chief
Operating Officer, 85% of the bonus opportunity is based on achievement of the Company-level financial performance goal, adjusted EBITDA, and 15% of the bonus opportunity is based on achievement of two strategic objectives: (i) integration of
new businesses and continued integration of Europe, Brazil, and the repair shop network; and (ii) talent development and succession planning across all business units.