Trinity Industries (TRN) 10-K 2019 FY Annual report

Exhibit 10.14

TRINITY INDUSTRIES, INC.

DIRECTOR COMPENSATION

Summary Sheet as of December 5, 2019

On December 5, 2019, the Board of Directors approved the following compensation for non-employee directors, effective in 2020:

• Board member annual retainer - $70,000

• Annual equity compensation - $130,000, using a date of grant share price as the basis for awards, with a minimum vesting period of one year

• Independent Chairman of the Board - annual retainer of $125,000, to be paid in cash and/or equity, as selected by the Chair

• Chairs of the Audit Committee and Human Resources Committee - annual retainer of $20,000

• Chairs of Corporate Governance and Risk Committee and Finance and Risk Committee  - annual retainer of $15,000

• Board meeting fee - $2,000 for each meeting attended

• Committee members - $2,000 for each meeting attended

• Ad hoc or special assignment work performed for or at the request of the Chairman or Chief Executive Officer and President - $2,000 per day

• Additional retainers for non-employee directors working on the search for a new Chief Executive Officer:

◦ Chairman of the Board - $25,000

◦ Other non-employee directors working on the search - $12,500