Trinity Industries, Inc. (NYSE: TRN) (“Trinity”) today announced
the composition of the Trinity Board of Directors following the
previously announced planned separation of its
infrastructure-related businesses, Arcosa, Inc. (“Arcosa”). Trinity
today separately announced the composition of the Board of
Directors for Arcosa.
To ensure continuity and retention of valuable Trinity
experience, at the time of the spin-off, each company’s board will
include five members of the current Trinity Board of Directors,
with no overlapping directors. Each of the five current Trinity
directors who will join the Arcosa board will resign from the
Trinity board on completion of the spin-off. In addition, new
directors will be added to each of the Trinity and Arcosa boards,
effective on completion of the spin-off. These directors were
chosen after a comprehensive review of professional qualifications
as they relate to the specific needs of the two companies. The
spin-off remains on track for completion in the fourth quarter of
2018.
The future Trinity Board of Directors will consist of the
following eight directors, seven of whom are independent and three
of whom will be newly appointed:
- Tim Wallace, Chairman, Chief
Executive Officer, and President of Trinity.
- John Adams, Current Director of
Trinity and former Chairman of Group 1 Automotive, Inc.
- Brandon Boze, Partner at
ValueAct Capital.
- John Diez, President of
Dedicated Transportation Solutions, Ryder System, Inc.
- Leldon Echols, Current Presiding
Director of Trinity and former Executive Vice President and Chief
Financial Officer of Centex Corporation.
- Charles Matthews, Current
Director of Trinity and former Vice President and General Counsel
of Exxon Mobil Corporation.
- Dunia Shive, Current Director of
Trinity and former Chief Executive Officer and President of Belo
Corp.
- Jean Savage, Vice President,
Surface Mining & Technology, Caterpillar Inc.
“I am very excited to have such a talented and experienced group
of individuals to lead Trinity into this next chapter,” said
Timothy R. Wallace, Trinity’s Chairman, Chief Executive Officer,
and President. “Trinity will be well positioned to pursue its
go-forward vision of being a premier provider of railcar products
and services. We are confident that their leadership and expertise
will be instrumental to enhancing long-term value creation for our
shareholders.”
Following the spin-off transaction, Trinity’s financial
reporting segments will include the Rail Group, comprised of the
railcar manufacturing, railcar maintenance, railcar aftermarket
parts, and tank car heads manufacturing businesses; the Railcar
Leasing and Management Services Group; and All Other which is
primarily comprised of the highway products and logistics
businesses.
Trinity will continue to dedicate resources to pursue
TrinityRail’s vision of being a premier provider of rail
transportation products and services in North America. TrinityRail
is positioned to build upon the success of its integrated rail
business platform, generating further growth of its multiple,
market-leading platforms while enhancing Trinity’s financial
performance, capital structure, and overall value proposition to
investors.
For more information on Trinity’s previously announced
separation, please visit www.trin.net/trinity-spin-off
The following are brief biographies of those individuals
newly appointed who will serve on the future Board of Directors of
Trinity. Biographies for current directors serving on the
Board can be found on the website at
http://www.trin.net/senior-management-and-directors:
About Brandon Boze
Brandon Boze currently serves as a Partner of
ValueAct Capital and member of the Management Committee of ValueAct
Capital. Mr. Boze is the Board Chair of CBRE Group, Inc. and is a
former director of Valeant Pharmaceuticals International. Prior to
joining ValueAct Capital in August 2005, Mr. Boze worked at Lehman
Brothers as part of both the M&A and corporate advisory groups.
In addition, Mr. Boze is a Member of the Vanderbilt University
School of Engineering’s Board of Visitors and serves on the Board
of Governors for the Boys and Girls Clubs of San Francisco. Mr.
Boze is a CFA charterholder.
About John Diez
John Diez has served as President of
Dedicated Transportation Solutions for Ryder System, Inc. since
April 2015. In this position, Mr. Diez is responsible for setting
the strategic direction of DTS, which combines vehicles, drivers,
and administrative services with drivers and additional value-added
services, all dedicated to a specific customer. Mr. Diez has served
in various roles from 2002, including Senior Vice President of
Ryder Dedicated, Senior Vice President of Asset Management, Senior
Vice President of Global Field Finance, Vice President and Chief
Financial Officer for the Fleet Management Solutions business
segment, and Assistant Controller. Prior to joining Ryder, Mr. Diez
spent eight years in the audit practice of KPMG LLP. Mr. Diez
currently serves on the board of the American Red Cross, Greater
Miami & the Keys Chapter. Mr. Diez is a CPA in the State of
Florida and a member of the American Institute of CPAs.
About Jean Savage
Jean Savage has served as Vice President of
the Surface Mining & Technology division of Caterpillar Inc.
since August 2017. In this position, Ms. Savage oversees the
division’s end-to-end value chain, ensuring a customer-centric
approach in product design, development, manufacturing and sales.
The Sales and Marketing and Technology groups Ms. Savage oversees
cover all the products in Caterpillar’s Resource Industries Group,
serving surface and underground mining along with quarry and
aggregate customers. Prior to this, Ms. Savage held leadership
roles in Caterpillar’s Progress Rail division, a wholly owned
subsidiary of Caterpillar Inc., from 2002 to 2013. Prior to joining
Progress Rail, Ms. Savage worked in a variety of manufacturing and
engineering positions in her 14 years at Parker Hannifin
Corporation. Ms. Savage began her career spending nine years as an
Intelligence Officer in the U.S. Army Reserves.
Trinity Industries, Inc., headquartered in Dallas, Texas, is a
diversified industrial company that owns complementary
market-leading businesses providing products and services to the
energy, chemical, agriculture, transportation, and construction
sectors, among others. Trinity reports its financial results in
five principal business segments: the Rail Group, the Railcar
Leasing and Management Services Group, the Inland Barge Group, the
Construction Products Group, and the Energy Equipment Group. For
more information, visit: www.trin.net.
Some statements in this release, which are not historical facts,
are “forward-looking statements” as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements about Trinity's or Arcosa’s
estimates, expectations, beliefs, intentions or strategies for the
future, and the assumptions underlying these forward-looking
statements, including, but not limited to, statements regarding
qualifications and experience of directors, statements regarding
the anticipated separation of Trinity and Arcosa into separate
public companies, the expected timetable for completing the
spin-off transaction, whether or not the spin-off transaction
occurs, future financial and operating performance of each company,
benefits and synergies of the spin-off transaction, strategic and
competitive advantages of each company, future opportunities for
each company and any other statements regarding events or
developments that Trinity or Arcosa believes or anticipates will or
may occur in the future. Trinity uses the words “anticipates,”
“assumes,” “believes,” “estimates,” “expects,” “intends,”
“forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” and
similar expressions to identify these forward-looking statements.
Forward-looking statements speak only as of the date of this
release, and Trinity and Arcosa expressly disclaim any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Trinity’s or Arcosa’s expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based, except as required by federal securities laws.
There is no assurance that the proposed spin-off transaction will
be completed, that Trinity’s Board of Directors will continue to
pursue the proposed spin-off transaction (even if there are no
impediments to completion), that Trinity will be able to separate
its businesses, or that the proposed spin-off transaction will be
the most beneficial alternative considered. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from historical experience or our
present expectations, including but not limited to risks and
uncertainties regarding economic, competitive, governmental, and
technological factors affecting Trinity’s or Arcosa’s operations,
markets, products, services and prices, as well as any changes in
or abandonment of the proposed separation or the ability to effect
the separation and satisfy the conditions to the proposed
separation, and such forward-looking statements are not guarantees
of future performance. For a discussion of such risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see “Risk
Factors” and “Forward-Looking Statements” in Trinity’s Annual
Report on Form 10-K for the most recent fiscal year, as may be
revised and updated by Trinity’s Quarterly Reports on Form 10-Q,
and Trinity’s Current Reports on Form 8-K, and see “Information
Statement Summary”, “Risk Factors” and “Forward-Looking Statements”
in the information statement to Arcosa’s Form 10, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20180914005184/en/
Trinity Industries, Inc.Jessica Greiner(Investors)
214-631-4420(Media Line) 214-589-8909
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