DALLAS -- (Business Wire)
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
- Tim Wallace, Chairman, Chief Executive Officer, and President
- 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
- 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,
“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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Trinity Industries, Inc.
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Source: Trinity Industries, Inc.
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