Dear Shareholders:

On behalf of our Board of Directors, we are pleased to invite you to Greenbrier’s 2024 Annual Meeting of Shareholders.

During fiscal 2023, under the leadership of CEO and President Lorie Tekorius, we advanced the operating initiatives announced at the inaugural Greenbrier Investor Day in April, strategically positioning us for further growth and solidifying our position as an established industry leader. Our strong performance in fiscal 2023 demonstrates the success of our executive transitions undertaken in fiscal 2022, and well positions our Company for the future. As a continuation of this transition, and as part of our ongoing commitment to Board refreshment, William “Bill” Furman and Charles “Butch” Swindells will conclude their Board service and not stand for re-election at the 2024 Annual Meeting of Shareholders. We sincerely thank Bill and Butch for their service to Greenbrier. Bill co-founded Greenbrier in 1981, and during his tenure as CEO, Greenbrier became a multi-billion-dollar global operation with a consistent history of delivering shareholder value. We continue to build on the legacy that Bill created.

We value feedback from our shareholders. Our commitment to good governance, driving growth, shareholder value, succession planning, and Board refreshment is informed by engagement with our shareholders. We also recognize our broader obligation to consider the interests of stakeholders, from customers to employees to our communities, in how we operate our business and execute on our strategy. We have engaged in many discussions with stakeholders to inform our priorities. We are confident in our ability to drive growth and increase shareholder returns while being a positive force in corporate governance, environmental sustainability, and social responsibility.

Along with the Board of Directors, our leadership team and more than 13,800 employees, we thank you for your continued support and investment. We look forward to your participation at the Annual Meeting on January 5, 2024.

PROXY VOTING

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please promptly vote by telephone or over the internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

 

		ONLINE				BY PHONE				BY MAIL

Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended August 31, 2023, are available at http://materials.proxyvote.com/393657

Our Board has determined and authorized that the Annual Meeting be conducted virtually solely by remote communication beginning at 12:00 p.m. Pacific Time on January 5, 2024, via webcast at www.virtualshareholdermeeting.com/GBX2024. You may notify the Company of your desire to participate in the Annual Meeting by logging into the online site in advance. Please see “Annual Meeting Information” on page 60 of this Proxy Statement for details on how to access and participate in our virtual Annual Meeting. The Annual Meeting is being held for the purpose of voting on the items set forth below and to transact such other business as may properly come before the meeting.

ITEMS TO BE VOTED ON

As of the date of this Notice, the Company has not received notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes, are authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.

Holders of record of our Common Stock at the close of business on November 2, 2023, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

By Order of the Board of Directors,

Christian M. Lucky

General Counsel & Corporate Secretary

November 13, 2023

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read this entire Proxy Statement carefully before voting. This Proxy Statement is first being released to shareholders on November 13, 2023.

PROPOSAL 1

Election of Directors

		THE BOARD RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES   Our Nominating and Corporate Governance Committee and our Board recommend that shareholders vote “FOR” all director nominees, as they have determined that each of the nominees possesses the right experience and qualifications to effectively oversee Greenbrier’s business strategy and risk management. All three of the nominees below are Class III directors nominated for a three-year term, while one nominee, Mr. Ottensmeyer, was appointed as a Class II director in June 2023 and is standing for election as a Class III director in order that the classes remain as nearly equal in number as possible with two Class III directors, Bill Furman and Butch Swindells, concluding their Board service and not standing for re-election.   See “Proposal 1, Election of Directors” on page 23 of this Proxy Statement.

Director Nominees

The following table summarizes the qualifications of the director nominees.

DIRECTOR EXPERIENCE

The Nominating and Corporate Governance Committee considers a variety of factors, including professional experience, demonstrated skills, and diversity of background in evaluating candidates for membership on the Board. As demonstrated in the below matrix, which reflects certain categories of experience and expertise represented by the directors serving on the Board after the 2024 Annual Meeting, Greenbrier’s directors provide a diverse mix of skills, knowledge, attributes, and experiences that cover the spectrum of areas that affect the Company’s business and its stakeholders.

Our Board believes that shareholder interests are best represented by directors with the right mix of skills, experience, and expertise to actively oversee strategy, risk management, and governance at Greenbrier. An independent, engaged, and diverse Board enhances representation of shareholder and stakeholder interests and promotes thoughtful and effective Board deliberation. Our Board is focused on the independent oversight of Greenbrier, Board refreshment, and high governance standards through a variety of policies and practices, including an independent Chair of the Board, regular executive sessions of independent directors at Board and committee meetings, continuous Board refreshment, substantial director stock ownership guidelines, director engagement with shareholders and stakeholders, continuing education, consultations with highly-qualified independent external advisors, and annual evaluations of the Board, its committees and each director.

In addition, the composition of the Board reflects its commitment to Board refreshment, independence, and diversity:

See “Corporate Governance” on page 6 of this Proxy Statement for more information about our governance profile, achievements and initiatives.

PROPOSAL 2

Advisory Approval of Executive Compensation

		THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL   Our Board recommends that shareholders vote “FOR” the advisory approval of the compensation of our named executive officers for fiscal 2023.   See “Proposal 2, Advisory Approval of Executive Compensation” on page 48 of this Proxy Statement.

Executive Compensation Highlights

Our executive compensation program is designed to attract, motivate, and retain the key executives who drive our success. Pay that reflects performance and aligns with the interests of shareholders is key to our compensation philosophy. A key objective of that philosophy is to link a significant portion of the compensation of our executive officers to achievement of pre-established financial and strategic goals that are directly tied to our overall business strategy. In fiscal 2023, over 60% of the compensation of each of our “named executive officers” or “NEOs” (discussed later in this proxy statement) was conditioned on the achievement of pre-established financial and strategic goals, using grant date accounting fair values for fiscal 2023 equity awards and annual bonuses actually earned.

We believe our performance in fiscal 2023 is a testament to the strength and effectiveness of our compensation philosophy. As described later in this proxy statement, in fiscal 2023 we achieved record annual revenues of $3.9 billion, an increase of $966.3 million or 32.5% compared to fiscal 2022, and record deliveries, with railcar deliveries increasing 33.2% compared to fiscal 2022.

Listed below are highlights of our fiscal 2023 executive compensation policies and practices:

PROPOSAL 3

Advisory Approval of Frequency of Executive Compensation Vote

		THE BOARD RECOMMENDS A VOTE OF EVERY “1 YEAR” FOR THIS PROPOSAL   Our Board recommends that shareholders vote every “1 YEAR” as the frequency of holding a vote on the advisory approval of our executive compensation.   See “Proposal 3, Advisory Approval of Frequency of Executive Compensation Vote” on page 49 of this Proxy Statement.

PROPOSAL 4

Approve an Amendment and Restatement of the 2014 Employee Stock Purchase Plan, As Amended

		THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL   Our Board recommends that shareholders vote “FOR” approval of an amendment and restatement of our 2014 Employee Stock Purchase Plan, As Amended.   See “Proposal 4, Approve an Amendment and Restatement of the 2014 Employee Stock Purchase Plan, As Amended” on page 50 of this Proxy Statement.

PROPOSAL 5

Ratification of Appointment of Independent Auditors

		THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL   Our Board recommends that shareholders vote “FOR” ratification of the appointment of KPMG LLP as auditors for fiscal 2024.   See “Proposal 5, Ratification of Appointment of Independent Auditors” on page 58 of this Proxy Statement.

Board Composition

Our Board of Directors is currently composed of 11 directors. Nine directors are independent and 10 directors are not employed by Greenbrier. Each of our directors serves for a three year term, as follows:

Bill Furman and Butch Swindells are not standing for re-election at this Annual Meeting. The Board sincerely thanks Mr. Furman and Ambassador Swindells for their many years of service to the Company.

Patrick Ottensmeyer was appointed as a Class II director by the Board in June 2023. Under Greenbrier’s Amended and Restated Bylaws, directors appointed by the Board stand for election at the next Annual Meeting of Shareholders. As a result, Mr. Ottensmeyer is standing for election at this Annual Meeting. Due to the planned departures of Mr. Furman and Ambassador Swindells from the Board at the Annual Meeting (each a Class III director), Mr. Ottensmeyer is standing for election as a Class III director in order that the classes remain as nearly equal in number as possible.

In the following pages, we highlight key areas of experience that qualify each director to serve on the Board. The Board has determined it is in the best interests of the Company and its shareholders for each of the directors to continue serving on the Board.

NOMINEES FOR ELECTION AT THE ANNUAL MEETING

		Patrick J. Ottensmeyer (Director)
		Age: 66 Director Since: 2023		Current Term Expiration: 2026

Experience

Mr. Ottensmeyer has served as a member of the Board since June 2023. Prior to his service on the board, he was President and CEO of Kansas City Southern (KCS), a Class I railroad, from 2015 to 2023 until the completion of the merger creating Canadian Pacific Kansas City (CPKC). For more than a decade, Mr. Ottensmeyer held various senior executive positions at KCS, including: President of KCS from March 2015 through April 2023; Executive Vice President of Sales and Marketing of KCS from October 2008 through March 2015; Chief Executive Officer of The Kansas City Southern Railway Company (KCSR), a wholly-owned subsidiary of KCS, from July 2016 through April 2023; and President of KCSR from March 2015 through April 2023. He also has a very extensive understanding of financial matters, which helped him lead KCS’s finance department during his time as Executive Vice President and Chief Financial Officer from 2006 to 2008. Mr. Ottensmeyer is a rail industry leader, with experience as U.S. Chairman of the U.S. Chamber of Commerce’s U.S.-Mexico Economic Council (USMXECO), Co-Chair of the Brookings Institute USMCA Initiative, and Chair of the Truman Library Institute. He received the NARS Edward R. Hamberger Lifetime Achievement Award (2023), Ingram’s Executive of the Year Award (2022), Railway Age’s Co-Railroaders of the Year Award (2022), Railway Age Railroader of the Year (2020), and Progressive Railroading’s Railroad Innovator Award (2019). He is also a member of the Board of Watco LLC. He received his Bachelors in Science in Finance from Indiana University in 1979.

Qualifications

Mr. Ottensmeyer brings expertise in business strategy, the rail industry and financial matters to the Board. Additionally, Mr. Ottensmeyer is an “audit committee financial expert” under New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) rules.

		Lorie L. Tekorius (Director and Chief Executive Officer)
		Age: 56 Director Since: 2022		Current Term Expiration: 2024

Experience

In March 2022, Ms. Tekorius became Greenbrier’s Chief Executive Officer and President. Prior to this, she was Greenbrier’s President and Chief Operating Officer, leading strategic planning, maintenance services, management services and the accounting, finance, human resources, and other corporate functions. Ms. Tekorius joined Greenbrier in 1995 and since that time has served Greenbrier in a broad range of financial and operating roles. In 2016, she was appointed Executive Vice President, Chief Financial Officer, a role which gained her recognition as Oregon’s 2017 CFO of the Year by the Portland Business Journal. In 2018, Ms. Tekorius was recognized as one of 14 “Women in Rail” by Railway Age in recognition of her contributions to the industry. She is a member of the Board of Directors of the Alamo Group, Inc. and sits on its Audit and Nominating and Corporate Governance Committees. Ms. Tekorius is an active community member, serving as Past President of the Providence St. Vincent Medical Foundation Council of Trustees.

Qualifications

As a 25+ year employee of Greenbrier, Ms. Tekorius provides significant company-specific and industry knowledge, in addition to organizational leadership and financial and operational expertise.

		Kelly M. Williams (Director and Chair of the Nominating and Corporate Governance Committee)
		Age: 59 Director Since: 2015		Current Term Expiration: 2024

Experience

Ms. Williams has served as a member of the Board since 2015. Ms. Williams is the CEO of the Williams Legacy Foundation and is on the Board of Directors of KKR Private Equity Conglomerate LLC. Ms. Williams was a senior advisor of GCM Grosvenor Private Markets from June 2015 until January of 2019. Until June 1, 2015, Ms. Williams was President of GCM Grosvenor Private Markets, a member of its Management Committee and a member of its Investment Committee. Prior to joining GCM Grosvenor, Ms. Williams was a Managing Director, the Group Head and the chair of the compensation committee of the Customized Fund Investment Group of Credit Suisse Group AG from 2000 through 2014, after Credit Suisse acquired Donaldson, Lufkin and Jenrette, where Ms. Williams was director of the Customized Fund Investment Group. She was with the Prudential Insurance Company of America from 1993 to 2000, where she was an Executive Director and a founder of the Customized Fund Investment Group in 1999. Prior to joining Prudential, Ms. Williams was an attorney at Milbank, Tweed, Hadley & McCloy LLP, where she specialized in global project finance. She graduated magna cum laude from Union College in 1986 with a Bachelor of Arts degree in Political Science and Mathematics and received her Juris Doctor from New York University School of Law in 1989. Ms. Williams serves in leadership positions on the boards of several for profit and not-for profits and has won numerous awards for leadership and public service. In addition, Ms. Williams was named as one of the Most Powerful Women in Finance by American Banker Magazine from 2011-2014. Ms. Williams also serves as President of the Nantucket Historical Association, and as a board member of Union College.

Qualifications

Ms. Williams brings executive management and financial and investment expertise to the Board.

CONTINUING DIRECTORS

		Thomas B. Fargo (Chair of the Board and Chair of the Compensation Committee)
		Age: 75 Director Since: 2015		Current Term Expiration: 2025

Experience

Admiral Fargo has served as a member of the Board since 2015. He was Lead Director from January 2021 through August 2022. In September 2022, Admiral Fargo was elected Chair of the Board of Directors upon Mr. Furman’s retirement from executive offices. He is a retired military commander with subsequent private sector experience in maritime and other transportation industries. As commander of the U.S. Pacific Command from 2002 until 2005, Admiral Fargo led the world’s largest unified command while directing the joint operations of the Army, Navy, Marine Corps and Air Force in the Asia-Pacific Theater. He serves as the Board Chair of Hawaiian Electric Industries and is on the Board of Directors of Matson, Inc. Previously, Admiral Fargo served as the Board Chair of USAA and Huntington Ingalls Industries and served on the Boards of Northrop Grumman Corporation, Alexander & Baldwin, Inc. and Hawaiian Airlines.

Qualifications

Admiral Fargo brings executive leadership and operational, manufacturing and international expertise to the Board.

		Wanda F. Felton (Director)
		Age: 65 Director Since: 2017		Current Term Expiration: 2026

Experience

Ms. Felton has served as a member of the Board since 2017. Ms. Felton has over 30 years of financial industry experience in commercial and investment banking. Ms. Felton was a Presidential Appointee and was confirmed twice by the U.S. Senate to serve on the board of the Export Import Bank of the United States as Vice Chair of the Board and First Vice President from June 2011 to November 2016. In that role, she was on the team of economic deputies that advised the National Security Staff and the President’s Export Council on trade and investment. Ms. Felton was actively engaged in helping U.S. companies penetrate international markets and develop pragmatic financing solutions to win sales. Ms. Felton had oversight responsibility for the Office of the Chief Financial Officer and enterprise risk management functions, and served on the bank’s credit committee, which was responsible for approving debt financings over $10 million for a broad range of financing types across a range of industries. A significant portion of such financings supported the export of U.S.-manufactured transportation equipment, including rail equipment and aircraft, to emerging markets. She was also an ex officio member of the Enterprise Risk Management Committee. Until recently, Ms. Felton was a Senior Advisor to Spencer Stuart’s North American Board Practice focused on diversity. In September 2021, she joined Demopolis Equity Partners, a private equity fund that will invest in technology-enabled businesses (primarily fintech and e-commerce). She continues to serve as a Trustee of The Cooper Union for the Advancement of Science and Art.

Qualifications

Ms. Felton brings her significant prior experience with emerging markets business development and capital raising to the Board. Additionally, Ms. Felton is an “audit committee financial expert” under NYSE and SEC rules.

		Antonio O. Garza (Director)
		Age: 64 Director Since: 2021		Current Term Expiration: 2025

Experience

Ambassador Garza has served as a member of the Board since 2021. He is Counsel in the Mexico City office of White & Case LLP, a global law firm. Prior to joining White & Case, Ambassador Garza served as the U.S. Ambassador to Mexico from 2002 to 2009. He has been a director of Canadian Pacific Kansas City Limited (CPCK), a Class 1 railroad, since 2023, and served as a director of Kansas City Southern, a Class 1 railroad, from 2010 until the completion of the merger creating CPKC in April 2023. Ambassador Garza also served on the Board of MoneyGram International, Inc. from 2012 through 2023, and on the Board of Americas Technology Acquisition Corp from 2021 to 2022. He was Chairman of the Railroad Commission of Texas, elected to that statewide office in 1998, and served through 2002. Ambassador Garza is a member of the Board of Trustees of Southern Methodist University. He also is a director of the Americas Society, the U.S. Chamber of Commerce in Mexico and is a member of the Council on Foreign Relations (CFR) and COMEXI, the CFR’s Mexican counterpart. From 1994 through 1997, he was the State of Texas Secretary of State, and Senior Policy Advisor to the Governor of Texas. He is a member of the State Bar of Texas, the District of Columbia Bar and is admitted to practice before the United States Supreme Court. Ambassador Garza is a past recipient of the Aguila Azteca (Aztec Eagle), the highest honor bestowed by the Mexican government on a foreign national.

Qualifications

Ambassador Garza brings international expertise and rail industry, legal and governmental experience to the Board.

		James R. Huffines (Director)
		Age: 72 Director Since: 2021		Current Term Expiration: 2025

Experience

Mr. Huffines has served as a member of the Board since 2021. Mr. Huffines has over 35 years of experience in banking and finance. He most recently served as Chief Operating Officer for subsidiaries of Hilltop Holdings, Inc., an NYSE publicly-traded financial company, and on the Board from 2012 to 2017. From 2007 to 2012, Mr. Huffines also served on the Board of Energy Future Holdings as an independent director and as the Board’s Audit Committee Chairman. Mr. Huffines presided as Chairman on the University of Texas System board of regents for four years during his seven years as a Regent. He also was on the Board and Audit Chair of the UTIMCO, a $35 billion endowment fund for higher education in Texas. Mr. Huffines currently serves on the holding company board of Susser Bank Holdings, a $1.9 billion privately owned financial institution.

Qualifications

Mr. Huffines brings banking and finance expertise, public company and governmental experience to the Board. Under NYSE and SEC rules, Mr. Huffines is an “audit committee financial expert.”

		Graeme A. Jack (Director and Chair of the Audit Committee)
		Age: 72 Director Since: 2006		Current Term Expiration: 2026

Experience

Mr. Jack has served as a member of the Board since 2006. He is a retired partner of PricewaterhouseCoopers LLP in Hong Kong. He also serves, since 2017, as an independent non-executive director of HUTCHMED (China) Limited. Mr. Jack was an independent non-executive director of Hutchison Port Holdings Management Pte. Limited, the trustee manager of Hutchison Port Holdings Trust from 2011 until April 2023, and COSCO SHIPPING Development Company Limited from 2015 to 2021.

Qualifications

Mr. Jack brings accounting and financial reporting expertise to the Board as well as extensive experience in international business transactions in Asia generally, and in China in particular. Under NYSE and SEC rules, Mr. Jack is an “audit committee financial expert.”

		Wendy L. Teramoto (Director)
		Age: 49 Director Since: 2019		Current Term Expiration: 2026

Experience

Ms. Teramoto has served as a member of the Board since 2019. She has been a senior investment management professional with an affiliate of Fairfax Financial Holdings Limited since 2018. From 2017 to 2018, she served in a senior capacity at the United States Department of Commerce. Until 2017, Ms. Teramoto was a Managing Director and a senior investment management professional, and a founding partner, at a New York-based private equity firm affiliated with Invesco Ltd. Ms. Teramoto has served as a board member for several companies in the transportation sector. In addition to serving on many private boards, Ms. Teramoto previously served on the Greenbrier Board from 2009 to 2017, and on the board for Navigator Holdings Ltd. from 2014 to 2017.

Qualifications

Ms. Teramoto brings investment management and financial expertise, and experience with manufacturing and other heavy industry companies to the Board. Additionally, Ms. Teramoto is an “audit committee financial expert” under NYSE and SEC rules.

Thank You!

The Board of Directors would like to thank Mr. Furman and Ambassador Swindells for their service to Greenbrier and its stakeholders.

Governance Highlights

Board Independence

The Board makes all determinations with respect to director independence in accordance with NYSE and SEC requirements. In addition, the Board established enhanced guidelines to assist in making determinations regarding director independence (the “Independence Guidelines”), which are set forth in our Corporate Governance Guidelines and are available on the Company’s website at https://investors.gbrx.com/corporate-governance. Among other things, this heightened standard prohibits directors from serving on a committee if they receive any compensation from the Company in addition to their compensation for Board service. All of our directors who serve on Committees satisfy this heightened standard of independence, which further safeguards our Board’s autonomy and alignment with shareholders.

Based on its annual assessment of director independence, the Board has determined affirmatively that 9 of its 11 directors meet the independence criteria established by NYSE and SEC rules as set forth in the table on page 16. In arriving at this determination, the Board thoroughly considered the Company’s consulting arrangement with Ambassador Swindells, pursuant to which he provides consulting services to the Company on international projects under an agreement with the Company entered into in January 2016, and confirmed his independence and ability to exercise independent judgment. The Board also thoroughly considered an advisory arrangement between Mr. Ottensmeyer and CPKC, a company that has ordinary course commercial dealings with the Company, pursuant to which Mr. Ottensmeyer will serve as an advisor to CPKC through the remainder of calendar year 2023, and confirmed his independence and ability to exercise independent judgment. Due to the Board’s voluntary application of the heightened independence standard described above, Ambassador Swindells does not serve on any Board committees.

In fiscal 2023, the independent directors met without Company management present at all regular meetings of the Board.

Board Leadership

The Board has adopted a policy of only independent directors being eligible for the role of Chair of the Board. Admiral Thomas Fargo has served as independent Chair of the Board since September 1, 2022.

The independent Chair of the Board serves stakeholder interests by:

Annual Evaluations

Our Board, through the Nominating and Corporate Governance Committee, conducts an annual evaluation of itself, its committees, and each director, individually, to ensure effective functioning. In addition:

Board Refreshment

Our Board best serves the Company and its stakeholders when there is a balance between new directors with fresh perspectives and longer serving directors who bring continuity in a cyclical business.

To promote thoughtful Board refreshment, we have:

The size of the Board is currently 11 directors. In accordance with our governing documents and in connection with our Board refreshment process, the size of the Board will periodically fluctuate as new directors are appointed to overlap with directors who are not standing for election, allowing for a robust onboarding process. Bill Furman and Butch Swindells are not standing for re-election at this Annual Meeting, and as a result, the size of the Board will be 9 directors as of January 2024.

Following are key metrics reflecting the balance of skills, qualifications and experience on our Board (as it will be constituted following the Annual Meeting in January 2024).

To ensure the Board operates at the highest level, Greenbrier supports continuing education programs and performs annual evaluations, in addition to maintaining a comprehensive orientation program for all new directors. These programs, including a membership with the National Association of Corporate Directors, contribute to increased levels of Board skills and knowledge as well as a current understanding of the landscape of risks and opportunities, best practices, and current governance trends. The Company is continually seeking to improve Board performance, including through additional training, if needed, when a director assumes a new leadership role. The Company pays the reasonable expenses of directors who attend continuing education programs.

Board Experience

Experience Contributions (For the Board as of Jan. 2024)

CEO/PRESIDENT

l

l

l

l

l

DIVERSITY INITIATIVES

l

l

l

l

l

l

l

l

l

FINANCIAL EXPERTISE

l

l

l

l

l

l

l

l

GOVERNMENT/MILITARY

l

l

l

l

l

INTERNATIONAL

l

l

l

l

l

l

l

l

LEGAL TRAINING

l

l

PUBLIC COMPANY

l

l

l

l

l

PUBLIC POLICY

l

l

l

l

l

l

RAIL/TRANSPORT/INDUSTRIAL

l

l

l

l

l

l

l

RISK MANAGEMENT

l

l

l

l

l

l

l

l

l

TALENT DEVELOPMENT

l

l

l

l

l

l

l

l

l

SUSTAINABILITY

l

l

l

l

l

l

l

The Nominating and Corporate Governance Committee considers a variety of factors including professional experience and demonstrated skills, diversity of gender, race, ethnicity, sexual orientation, age, as well as cultural and geographical background in evaluating candidates for membership on the Board. The Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of skills, knowledge, attributes, and experiences that cover the spectrum of areas that affect the Company’s business and its stakeholders. In general, the composition of the Board is diversified across financial, operational, accounting, legal, and corporate governance expertise, as well as expertise within the Company’s business and industry, including experience in global markets, public policy, manufacturing, finance, and rail. All candidates for director nominees, including self-nominated candidates, shareholder suggested candidates, and board-identified candidates, are thoroughly evaluated and considered in the context of current perceived needs of the Board as a whole. The Nominating and Corporate Governance Committee regularly assesses whether the mix of skills, experience, and background of our Board is appropriate for the Company, including the Chair of the Board and Chair of the Nominating and Corporate Governance Committee soliciting feedback from each director individually regarding areas of strength and opportunities to supplement the Board’s existing skills and experience.

Board Committees, Meetings, and Charters

Below is a general overview of the role of each committee.

During fiscal 2023, the Board at large held six meetings, the Audit Committee held four meetings, the Nominating and Corporate Governance Committee held four meetings, and the Compensation Committee held five meetings. Each of our current directors attended 75% or more of the total Board and Board committee meetings on which the director served in fiscal year 2023. All directors are invited and encouraged to attend all committee meetings. The independent directors met regularly in executive sessions without Company management present throughout fiscal 2023. The Chair of the Board conducts and presides at each executive session. The Company’s policy is to encourage Board members to attend the Company’s Annual Meetings of Shareholders. All of the Company’s then-serving directors attended the Annual Meeting of Shareholders held on January 6, 2023. The composition of each of the Board committees as of the date of this Proxy Statement is set out below.

Name		Independent		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
Thomas B. Fargo (Board Chair)						Chair
Wanda F. Felton				F
William A. Furman (former CEO and former Executive Chairman) (Retiring Jan. 2024)
Antonio O. Garza
James R. Huffines				F
Graeme A. Jack				Chair, F
Patrick J. Ottensmeyer				F
Charles J. Swindells (Retiring Jan. 2024)
Lorie L. Tekorius (CEO)
Wendy L. Teramoto				F
Kelly M. Williams								Chair

 Independent  Member  F Audit Committee Financial Expert

The Board has determined that each member of the Audit Committee is financially literate and that Directors Jack, Felton, Huffines, Ottensmeyer, and Teramoto qualify as “audit committee financial experts” under NYSE and SEC rules. Each of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee maintains a written charter. These charters, along with the Company’s Corporate Governance Guidelines, are available on the Company’s website at https://investors.gbrx.com/corporate-governance.

Succession Planning

EXECUTIVE SUCCESSION

The Board provides oversight of key executive officer transitions. The Board, together with the Nominating and Corporate Governance Committee, exercises this oversight role through regular review and implementation of the Company’s succession planning process for key leadership and operational positions. Our multi-year succession plan has resulted in the refreshment of the majority of our executive officers over the last three fiscal years, from 2021 to 2023.

Our CEO and our Chief Human Resources Officer oversee the talent pipeline initiative for other key positions. This includes creating talent profiles for potential succession candidates and implementing tailored development plans with specific actions.

The Board reviews our talent pipeline activities regularly, and meets formally and informally with our CEO, key executives, and other high-potential members of senior management.

CEO SUCCESSION

Lorie L. Tekorius’ appointment as CEO in March 2022 was the result of a multi-year succession strategy led by the Board and the Nominating and Corporate Governance Committee, which focused on identifying the best candidate and implementing a smooth transition. As a continuation of this transition, and consistent with our commitment to Board refreshment, Bill Furman, the Company’s co-founder and former Chief Executive Officer, will not stand for re-election at the Annual Meeting.

Risk Oversight

The Board has delegated to the Nominating and Corporate Governance Committee primary responsibility for risk management oversight. In order to ensure that Board expertise is utilized most effectively in risk management, certain other standing committees are given primary risk management oversight responsibility of certain categories of risks, such as the Compensation Committee’s oversight of compensation risk and the Audit Committee’s oversight of certain financial controls and cybersecurity risks. Greenbrier has established an Enterprise Risk Management (ERM) program to ensure risks are addressed in a manner consistent with the Company’s overall corporate strategy, including a strong focus on railcar safety and cybersecurity. Key risk identification, evaluation, and mitigation actions are reviewed quarterly by the Nominating and Corporate Governance Committee, other committees, and, as appropriate, are considered by the entire Board. The entire Board remains actively engaged in the oversight and effective implementation of the ERM program. The Board as a whole is directly engaged in overseeing the management of all significant risks, especially risks that implicate public safety. See “Environmental and Social” below for more information regarding our strategy and Board oversight with respect to employee safety and human capital management.

The Audit Committee oversees the Company’s financial and accounting risk assessment and risk management policies, including monitoring and recommending to the Board any modifications regarding the Company’s Code of Business Conduct and Ethics and Policy Regarding Trading in Company Securities. The Audit Committee also reviews the policies and procedures of the Company with respect to maintaining information and data security. The Audit Committee reviews cybersecurity on a quarterly basis with all Board members present.

The Compensation Committee evaluates the Company’s compensation programs and has concluded that its risks are effectively mitigated by a variety of policies including clawback, anti-hedging, and stock ownership policies. The compensation program balances between short-term and long-term incentives and establishes multiple and strategically weighted performance measures. Based on the results of its evaluation, the Compensation Committee concluded that any risks associated with the Company’s compensation programs are not reasonably likely to have a material adverse effect on the Company.

Our Code of Business Conduct and Ethics and FCPA Compliance

We strive for the highest ethical standards in all of our business dealings. Our Code of Business Conduct and Ethics guides our Board, executive officers, and employees in the work they do for the Company. We work diligently to ensure that all our employees fully understand and are empowered to implement ethical practices and promptly report any noncompliant or suspicious activity. The Company maintains the right to require any employee to supply a written statement certifying compliance with our Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to all of the Company’s directors, officers, employees, and consultants, including its principal executive officer, principal financial officer, and principal accounting officer. The Company intends to post amendments to or waivers from our Code of Business Conduct and Ethics on the Company’s website at https://investors.gbrx.com/corporate-governance.

Our Code of Business Conduct and Ethics is closely tied to our FCPA and Anti-Corruption Policy. We are an international company, and as such, compliance with all anti-bribery and anti-corruption laws is a key component of our ethics commitment. We conduct ongoing compliance training at all our locations across the globe.

2023 Non-Employee Director Compensation

Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our shareholders. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2023 Board service. We also reimbursed our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education. Members of the Board who are our employees are not separately compensated for serving on the Board.

Our Compensation Committee has the primary responsibility for reviewing the compensation paid to our non-employee directors and making recommendations for adjustments, as appropriate, to the full Board. The Compensation Committee undertakes an annual review of the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by its independent compensation consultant, Mercer, a national compensation consulting firm (“Mercer”). No changes were made in fiscal 2023 to our fiscal 2023 non-employee director compensation program, other than in connection with Admiral Fargo’s transition from Lead Director to Chair of the Board, as described below. The Board believes that the fiscal 2023 compensation program for our non-employee directors attracted, retained, and rewarded qualified non-employee directors, consistent with market practices and the demands placed on our Board.

FISCAL 2023 CASH COMPENSATION

In fiscal 2023, non-employee directors received an annual cash retainer of $80,000. The Audit Committee chair received an additional annual cash retainer of $20,000, and each other committee chair received an additional annual cash retainer of $15,000. The Chair of the Board, Admiral Fargo, received an additional cash retainer of $150,000 (increased from $70,000 in fiscal 2022 to reflect his transition from Lead Director to Chair of the Board). Members of the Audit Committee received an additional annual cash retainer of $10,000, and members of the Compensation and the Nominating and Corporate Governance Committees received an additional annual cash retainer of $7,500. All annual retainer fees were paid quarterly.

FISCAL 2023 EQUITY COMPENSATION

We maintain the Company Stock Incentive Grant Program for Non-Employee Directors under the 2021 Stock Incentive Plan. Under the program, upon a director’s initial election to the Board, the director automatically receives an “initial” award of restricted stock units (RSUs) with a value of $145,000. If such initial election occurs prior to the next annual meeting of shareholders, this initial award is prorated. A director who is also an employee of the Company, and who subsequently ceases such employment status but remains a director, is not eligible for such an initial award. Immediately following each annual meeting of shareholders, each director automatically receives an “annual” award of RSUs with a value of $145,000. Both the initial award and the annual award vest on the earlier of (a) the one-year anniversary of grant and (b) the next annual meeting of shareholders (if such meeting is at least 50 weeks after the prior year’s annual meeting of shareholders). In the event of a director’s termination of service due to death, disability, or retirement, or because such director is not nominated or re-elected to serve an additional term as a director, any unvested portion of the director’s initial award or annual award will vest. In the event of a director’s termination of service due to such director’s removal or resignation, any unvested portion of the director’s initial award or annual award will be forfeited. Dividends on unvested RSUs are subject to the same vesting terms as the unvested RSUs to which they relate. Upon a Company change of control, all unvested initial and annual director awards will vest.

For fiscal 2023, pursuant to the program described above, Mr. Ottensmeyer received an initial award of RSUs covering 2,451 shares, determined by dividing $145,000 by the average closing price for the 30 trading days immediately preceding the grant date, rounded up to the nearest whole share, and prorating for Mr. Ottensmeyer’s commencement of services with us. All our other non-employee directors received an award of RSUs covering 4,050 shares, determined by dividing $145,000 by the average closing price for the 30 trading days immediately preceding the grant date, rounded up to the nearest whole share.

FISCAL 2023 DIRECTOR COMPENSATION

The following table summarizes the compensation of the non-employee Board members for fiscal year 2023. Ms. Tekorius did not receive compensation for her service as a director in fiscal 2023. Ms. Tekorius’ compensation for her service as an employee is discussed in the executive compensation disclosures below.

FISCAL 2023 DIRECTOR COMPENSATION

NONQUALIFIED DEFERRED COMPENSATION

We maintain an unfunded, voluntary non-qualified deferred compensation plan for our non-employee directors, which allows our non-employee directors to defer compensation received in exchange for their non-employee director services to us. We do not contribute to the plan. We do not guarantee any returns on participant contributions to the plan. The plan does not pay or provide for preferential or above-market earnings. Amounts deferred under the plan are credited with hypothetical and/or actual investment earnings based on participant investment elections made from among investment options available under the plan. Distributions may be made in lump-sum or in installments (subject to certain restrictions in the plan) upon the non-employee director’s death, disability, other termination of service, a change of control of us, and certain unforeseeable emergencies, each as defined in the plan.

FISCAL 2024 COMPENSATION

In late fiscal 2023, as a result of the Compensation Committee’s annual assessment and analysis, we increased compensation levels for non-employee directors effective fiscal 2024 in order to continue to attract, retain, and reward qualified non-employee directors. The last time we increased compensation levels for non-employee directors was fiscal 2019, other than as described above in connection with Admiral Fargo’s transition from Lead Director to Chair of the Board. The annual cash retainer fee for non-Chair non-employee directors was increased from $80,000 to $100,000, the cash retainer for the Chair of the Board was increased from $150,000 to $165,000, and the value of the initial and annual equity awards was increased from $145,000 to $160,000.

STOCK OWNERSHIP AND STOCK RETENTION

We believe that our non-employee directors should hold a meaningful financial stake in the Company to further align their interests with those of our shareholders. To promote this belief, the Company maintains stock ownership guidelines for its non-employee directors pursuant to which all non-employee directors of the Company are required to acquire and retain holdings of Company stock with a value equal to five times the annual cash retainer. As of the end of fiscal 2023, all of our non-employee directors met, exceeded, or are on track to meet, these guidelines.

Shareholder Engagement

We actively and regularly engage with shareholders to identify and understand matters important to them. Our independent Chair of the Board, Board Committee Chairs and Management team are directly involved in these efforts, which are reported to the entire Board. Following our 2023 Annual Meeting, we contacted institutional shareholders representing approximately 74% of our shares (including 100% of our shares represented by our top 20 shareholders) to, among other things, discuss our executive compensation program, policies, and practices, solicit feedback and ensure that we had insight into the issues that were most important to our shareholders so that we could better understand their perspectives. We met with institutional shareholders representing 59% of our shares. These figures are based on the number of shares outstanding as of the end of fiscal year 2023. In the course of 50 meetings with our institutional shareholders, we received valuable feedback.

WHAT WE DISCUSSED

Depending on availability and specific shareholder requests, Greenbrier was represented at these engagements by the Chairs of our Compensation and Nominating and Corporate Governance Committees and by senior executives including our CEO, Chief Human Resources Officer, SVP External Affairs and VP Corporate Finance and Treasurer and Chief Legal Officer or General Counsel. Shareholder engagement activity and feedback is reported directly to the Board, either by the Committee Chairs, if they participated, or by Management.

See “Say-on-Pay Vote and Shareholder Engagement on Compensation” on page 26 of this Proxy Statement for further information regarding key feedback from shareholders related to our executive compensation program and our responses.

Environmental and Social

We strive to continually integrate our ESG values of Safety and Quality, People, Environmental Sustainability, Governance and Ethics, and Communities into our broader business strategy. Greenbrier’s 2023 ESG report, provides further detail about our priorities and the actions we took in fiscal 2023 and that we will take in the future, and can be found at www.gbrx.com/ESG/.

ENVIRONMENTAL SUSTAINABILITY

Sustainability is central to Greenbrier. Our core product offerings are not only among the most fuel-efficient modes of transport globally, but freight railcars are designed for a 40-year useful life. We remain dedicated to traditional stewardship by reducing our environmental footprint and are committed to meeting or exceeding environmental regulations in the countries where we operate. Greenbrier continues to progress on our sustainability goals, which are informed by a materiality assessment completed in fiscal 2021. For example, we have expanded our waste management tracking to include what our facilities send to landfill and have implemented a formal Environmental, Health and Safety policy at each plant. Our first pilot project for site-level generation of renewable energy was implemented at our manufacturing facility in Tlaxcala, Mexico. To ensure sustained alignment, Greenbrier will continue to balance our environmental focus areas and goals with our overall corporate strategy. We plan to refresh our materiality assessment regularly, with a periodic review of the priority issues.

SAFETY

Greenbrier knows that promoting the health and safety of our employees is vital to our success. We believe no one should be injured while working at Greenbrier. In addition to following strict U.S., E.U. and other applicable requirements, Greenbrier operates under a

Health & Safety Management System that was developed consistent with ISO 45001. As part of our safety program, each production shift begins with a safety briefing. Senior Management reviews monthly safety data, while the Board is updated each quarter. Our culture of safety evolves and works towards continuous improvement. Notably, several locations have achieved multiple years without a recordable incident and one new railcar manufacturing facility had no recordable incidents in fiscal 2023. Greenbrier’s safety program is robust, effective, and ingrained in our company culture.

HUMAN CAPITAL MANAGEMENT

Greenbrier manufactures, leases, and services a broad range of freight railcars and components on four continents which requires a large number of highly-skilled employees working in manufacturing facilities and plants to produce at scale consistently high-quality and safe products. We do not take our employees for granted. We have no higher priorities than ensuring our employees have a safe and inclusive working environment that promotes their health and well-being, and provides them opportunities for development.

With the oversight of our Board and Nominating and Corporate Governance Committee, Greenbrier’s approach to human capital management (HCM) is wide-reaching and encompasses many facets including business strategy alignment, talent pipeline planning, diversity and inclusion, training and development, employee well-being, workforce safety, and risk mitigation. Different aspects of human capital management are reviewed quarterly by the Nominating and Corporate Governance Committee and the Audit Committee with participation of all Board members.

Culture and work environment are increasingly vital in retaining talent. This year, we deployed a new onboarding framework across our U.S. operations, spanning each employee’s pre-hire period through the employee’s first 90 days of employment, designed to guide employees and managers through successful integration. We also conduct employee surveys in the United States and Mexico to gain important insights to strengthen our Company and improve the employee experience. Mexico hosted the employee survey in fiscal 2023 and received a 95% participation rate. We use the results from these surveys to create actionable goals, such as enhancing communications, providing more training and development opportunities, and implementing a formal recognition and reward program.

Our HCM strategy also supports our IDEAL (Inclusion, Diversity, Equity, Access and Leadership) commitment. In fiscal 2022, we created a framework for Employee Resource Groups (ERGs) at Greenbrier and were pleased by the formation of six ERGs during that innaugural year and an additional two in fiscal 2023. ERGs are voluntary, employee-driven groups that are organized around a shared interest or dimension and provide an opportunity for employees to network as well as promote cultural diversity, education, and professional development of its members, contributing to the success of Greenbrier’s IDEAL mission. We hosted our first-ever Diversity, Equity and Inclusion (DEI) Summit in 2023 to celebrate our successes and develop new goals for the future of our IDEAL program.

Our deep commitment to workplace safety and our promotion of employee health and well-being supports our overall emphasis on attracting a diverse talent base and fostering an inclusive culture for our global workforce.

DIVERSITY OF OUR LEADERSHIP

After the Annual Meeting, our Board will be 44% female, versus the Russell 3000 index average of 29% as of June 30, 2023. Greenbrier was previously recognized by the nonprofit, 50/50 Women on Boards, as one of the few Oregon publicly-traded companies with over 20% female representation on the Board. In addition, after the Annual Meeting, one third of our Board self-identifies as racially or ethnically diverse.

Related Person Transactions

Under Greenbrier’s written Related Transactions Policy, the Audit Committee of the Board has the responsibility to review and, if appropriate, approve (or, when applicable, ratify) all related person transactions. Standard procedure is for related person transactions to be submitted to the Audit Committee (or its designated representative) for consideration prior to consummation whenever practicable. If advance approval of a related person transaction is not practicable under the circumstances or if Greenbrier management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Committee at the Committee’s next meeting. The Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Committee authorizes it according to the terms of the policy. Related person transactions of an ongoing nature are reviewed annually by the Committee. The definition of “related person transactions” for purposes of the Policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act.

Aircraft Usage. Bill Furman, one of our directors, is the ultimate owner of a private aircraft managed by a private independent management company. From time to time, the Company’s business requires charter use of privately owned aircraft, which may include the aircraft owned by Mr. Furman. During fiscal 2023, charters of the aircraft owned by Mr. Furman were placed with or through the company that manages Mr. Furman’s aircraft aggregating approximately $66,818. The approximate dollar value of the amount of Mr. Furman’s interest in the transactions was $36,465. The fiscal 2023 charters of the aircraft owned by Mr. Furman were reviewed and approved by the Audit Committee in accordance with Greenbrier’s Related Transactions Policy as described in the preceding paragraph.

Indebtedness of Management. Since the beginning of fiscal 2023, none of our directors or executive officers have been indebted to us.

Majority Voting Policy

The Company’s Corporate Governance Guidelines establish a majority voting policy with respect to the election of directors. Pursuant to the policy, in an uncontested election of directors, any nominee who has received a greater number of votes withheld from his or her election than votes for his or her election will, within two weeks following certification of the shareholder vote by the Company, submit a written resignation offer to the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days following certification of the shareholder vote by the Company, make a recommendation to the Board concerning the acceptance or rejection of the resignation offer.

The Company will publicly disclose, in a Current Report on Form 8-K filed with the SEC, the decision of the Board. The Board will also provide an explanation of the process by which the decision was made and, if applicable, its reasons for rejecting the tendered resignation.

Communication with the Board

Shareholders and other interested parties may communicate with members of the Board by mail addressed to the Chair of the Board, to any other individual member of the Board, to the full Board, to the non-management directors as a group, or to a particular committee of the Board. In each case, such correspondence should be sent to the Company’s headquarters at One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035 or via email to investorrelations@gbrx.com. Such communications are distributed as appropriate. Please note that communications with directors does not constitute service of process to the Company and that nominations and shareholder proposals must be submitted in accordance with the procedure set forth on pages 61 to 62.

Our Nominating and Corporate Governance Committee and the Board of Directors have recommended the following three nominees for election. Class III Directors Bill Furman and Butch Swindells are not standing for re-election and are retiring.

The Class III candidates are nominated to serve a three-year term, until the Annual Meeting of Shareholders in 2027, or until their respective successors are qualified and elected. If a nominee is unable or unwilling to serve as a director at the date of the applicable Annual Meeting or any adjournment or postponement thereof, the proxies may be voted for a substitute nominee, designated by the proxy holders or by the present Board of Directors to fill such vacancy, or for the other nominees named without nomination of a substitute, or the number of directors may be reduced accordingly. The Board of Directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected a director.

Under Oregon law, the directors who receive the greatest number of votes cast will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF Mr. Ottensmeyer, Ms. Tekorius, and Ms. Williams. Unless marked otherwise, proxies received will be voted FOR the election of the three nominees.

Directors are divided into three classes, with three directors in Class I and four directors each in Class II and Class III. Typically, one class is elected each year for a three-year term. The following table sets forth certain information about each nominee for election to the Board and each continuing director.

Compensation Discussion and Analysis

This section discusses material information relating to the compensation of our named executive officers for fiscal 2023 (“NEOs”):

EXECUTIVE SUMMARY

Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success. Pay that reflects performance and aligns with the interests of shareholders is key to our compensation program design and decisions. We structure our executive compensation program to include significant performance metrics that are aligned with our business strategy and shareholder value creation. As described in more detail below, in response to shareholder feedback, in fiscal 2023 we added a relative total stockholder return (rTSR) performance metric to our performance-based restricted stock unit (PSU or performance-based RSU) program. In previous fiscal years the program utilized a rTSR modifier. Our fiscal 2023 PSU program is described in more detail on pages 31-32. Listed below are highlights of our fiscal 2023 executive compensation policies and practices:

FISCAL 2023 FOCUS AND ACCOMPLISHMENTS

Fiscal 2023 was another year of transformation. We delivered strong results despite challenges that impacted our business throughout the year. While demand in the marketplace remained strong, supply chain challenges, inflation, rising interest rates, rail service congestion, and labor shortages impacted and continue to impact our business and require focused attention from our management. We were able to navigate these trends and exceed key financial goals in fiscal 2023, including achieving record annual revenues of $3.9 billion, an increase of $966.3 million or 32.5% compared to fiscal 2022, and record deliveries, with railcar deliveries increasing 33.2% compared to fiscal 2022.

ADDITIONAL ACCOMPLISHMENTS

SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT ON COMPENSATION

At our 2023 Annual Meeting, we held a Say-on-Pay vote on the compensation of our NEOs for fiscal 2022, which received the support of approximately 80% of the votes cast. This was lower than the Say-on-Pay vote support of approximately 88% of the votes cast at our 2022 Annual Meeting for the compensation of our NEOs for fiscal 2021. The Compensation Committee and our full Board took the Say-on-Pay vote outcome seriously. Following our 2023 Annual Meeting, we contacted institutional shareholders representing approximately 74% of our shares (including 100% of our shares represented by our top 20 shareholders) to, among other things, discuss our executive compensation program, policies, and practices, solicit feedback and ensure that we had insight into the issues that were most important to our shareholders so that we could better understand their perspectives. We met with institutional shareholders representing 59% of our shares. These figures are based on the number of shares outstanding as of the end of fiscal year 2023. We value our shareholders’ opinions and feedback and are committed to maintaining an active dialogue to understand the priorities and concerns of our shareholders. We believe that ongoing engagement builds mutual trust and alignment with our shareholders and is essential to our long-term success.

In the course of 50 meetings with our institutional shareholders, we received valuable feedback on our executive compensation program, policies and practices. These shareholders generally viewed the evolution of our executive compensation program as consistent with what we previously communicated in our outreach over the past several years and consistent with our strategy and pay-for-performance philosophy. The key feedback from our shareholders related to our executive compensation program and our responses are shown in the chart below.

FISCAL 2023 NEO COMPENSATION PROGRAM

PRINCIPLES

The Compensation Committee designed the Company’s executive compensation program to be consistent with the goals of its executive compensation philosophy: to drive performance and increase shareholder value. In evaluating and determining executive compensation, the Compensation Committee also considers the results of our most recent Say-on-Pay vote and other feedback from our shareholders. For additional information about the Compensation Committee, see “Corporate Governance—Board Committees, Meetings and Charters—Compensation Committee” in this Proxy Statement. The current compensation program is designed to strengthen and continually reinforce the link between pay and performance.

The objectives of our executive compensation program are to:

Our compensation principles state that:

In evaluating the competitiveness of our compensation program, we compare it against the programs of peers in related industries at a similar stage of development and comparable financial profile. We also evaluate broader size-appropriate comparisons in related industries. More information about our use of peer group data is provided below. We also assess pay levels and pay mix of our aggregate executive and non-executive compensation programs through compensation positioning, and review realizable pay analysis to inform our decisions. Our compensation philosophy also recognizes the need for flexibility based on experience, scope of position, critical skills, and individual/corporate performance. We consider compensation data from our compensation peer group as one of several factors that informs our judgment of appropriate parameters for compensation levels. We do not strictly benchmark compensation to a specific percentile of our compensation peer group, nor do we apply a formula or assign relative weightings to specific compensation elements. We believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because it does not take into account the specific performance of the executive officers, the relative size, growth, and performance of the Company, or any unique circumstances or strategic considerations of the Company.

ROLE OF THE COMPENSATION COMMITTEE

Pursuant to its charter, the Compensation Committee assists the Board in its oversight of the performance and compensation of the Company’s senior executive management team, including the NEOs. In making executive compensation decisions, the Compensation Committee seeks the assistance of its independent compensation consultant, Mercer, as well as our CEO and our management team (except with respect to their own compensation). The Compensation Committee reviews the cash and equity compensation of our executive officers to properly incentivize and reward them for their performance. The role of the Compensation Committee includes: