Proxy Statement (Form DEF 14A)

The effectiveness of Greenbrier's long-term strategy is illustrated by the fact that 2021 EBITDA was 210% higher than the prior trough level of $70 million in the Great Recession (2009 / 2010). The Company has consistently achieved higher peaks and higher troughs throughout business cycles and market disruptions, reflecting among other things, the Compensation Committee's successful strategy to create value for shareholders.

2022 ANNUAL MEETING INFORMATION

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.

Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended August 31, 2021 are available at https://materials.proxyvote.com/393657

The Board has determined that Mses. Felton and Teramoto and Messrs. McDougall, Jack and Huffines qualify as "audit committee financial experts" under federal securities laws. 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 www.gbrx.com.

Succession Planning

CEO Succession

The Board considers the selection, retention and succession planning for the CEO to be a top priority. In July 2020, Mr. Furman agreed to continue in his current offices for two more years, retiring in September 2022. In September 2021, Mr. Furman recommended Lorie L. Tekorius as Mr. Furman's successor as CEO. The Board accepted his recommendation and appointed Ms. Tekorius as the Company's CEO and President effective as of March 1, 2022. At such time, Mr. Furman will transition to the role of Executive Chairman until his retirement from all executive offices in September 2022. During his time as Executive Chairman, Mr. Furman will continue to serve as the principal executive officer of the Company. This important step in the CEO succession process is a product of the Board's measured approach to this transition. The Board continues to actively plan and prepare for a smooth transition.

Executive Succession

In addition to the CEO succession plan, the Board is focused on transitions for other key executive positions. Our President and our Chief Human Resources Officer oversee the talent pipeline initiative for these key positions. This initiative includes creating talent profiles for potential succession candidates and implementing tailored development plans with specific actions. The Board annually reviews our talent pipeline initiative and meets formally and informally with our CEO, key executives and other high-potential members of senior management.

Risk Oversight

The Board has delegated to the Nominating and Corporate Governance Committee primary responsibility for risk oversight except where specifically reserved to a separate committee, such as the Compensation Committee's oversight of compensation risk and the Audit Committee's oversight of certain financial controls risk. The Company has established an Enterprise Risk Management (ERM) program to ensure risks are addressed in a manner consistent with the overall corporate strategy including a strong focus on cybersecurity. Key risk identification, evaluation and mitigation actions are monitored regularly by the Nominating and Corporate Governance Committee.

The Compensation Committee evaluates the Company's compensation programs and has concluded risk is effectively mitigated, including by balancing between short-term and long-term incentives and establishing 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 observe the highest ethical standards in all of our business dealings. Our Code of Business Conduct and Ethics guides our Board, 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 focus. We conduct ongoing compliance training at all our locations across the globe.

Environmental and Social

Environmental Sustainability

Greenbrier is committed to sustainability. Our core products are environmentally friendly transport solutions that are not only among the most efficient modes of transport globally but are also long-lived (freight railcars typically have a 40-year useful life). We remain dedicated to traditional environmental stewardship by reducing our environmental footprint and meeting or exceeding the requirements in the countries where we operate. Greenbrier continues to progress on our environmental sustainability goals which are based on a materiality assessment completed in fiscal 2021. To ensure sustained alignment, Greenbrier will continue to balance our environmental focus areas and goals with our overall corporate strategy.

Safety

Greenbrier is committed to achieving the highest safety and quality certifications by following strict U.S. and E.U. requirements. We believe that no one should be injured while working at Greenbrier. Our focus and attention to strict safety standards is illustrated by our best recordable incident rate ever in fiscal 2021 of 1.27. A few other notable safety accomplishments in fiscal 2021 include our Greenbrier GIMSA manufacturing facility in northern Mexico experiencing over five months injury free (over 1.3 million labor hours). Also, in November 2020, Greenbrier experienced a record low 6 injuries

globally including no recordable injuries in North and South America. Safety is never taken for granted and we are continually working to enhance our safety processes and programs to keep them fresh for our employees.

Human Capital Management

Our Board, CEO and senior leadership are thoughtfully invested in our people. Globally, we continued to navigate the COVID-19 pandemic ensuring a safe and healthy work environment for our employees. We recognize that a talented and diverse workforce is critical to our success. This year we continued our focus on leadership development and expanded our talent programs to include development for emerging leaders throughout Greenbrier, as well as investing in training and learning resources for employees at all levels in the organization. Employees are encouraged to invest their time and energy into these opportunities.

Building upon our core value of Respect for People, we formally launched our IDEAL (Inclusion, Diversity, Equity, Access and Leadership) commitment in the fall of 2020. We established a strategy and action plan and a roadmap to guide continual progress. Our IDEAL commitment is supported by our Board, senior management and overseen by a Diversity and Inclusion Strategy Committee (DISC). IDEAL has been embraced throughout the organization.

We are facing an unusually competitive compensation environment that could impact our ability to attract and retain

talent. To remain competitive we are evaluating our compensation programs. This includes reviewing base pay levels for equity both internally and externally and assessing the effectiveness of our short and long-term incentive programs.

Our emphasis on the items above support our overall target to attract a diverse talent base and foster an inclusive culture, one in which employees feel good about their employer and are engaged in producing their best work.

BOARD OF DIRECTORS

Our prospective Board is 30% female versus the national average of approximately 25%. 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, 30% of our Board is racially or ethnically diverse, an increase of 10% from 2020.

NAMED EXECUTIVE OFFICERS (NEOs)

Our NEO group is 33% gender and racially or ethnically diverse.

For more information on these and other Company priorities, please see our 2021 Environmental, Social and Governance report available at https://www.gbrx.com/esg/.

Related Transactions

We follow a policy that all proposed transactions by us with directors, officers, five percent shareholders and their affiliates be entered into only if such transactions are on terms no less favorable to us than could be obtained from unaffiliated parties, are reasonably expected to benefit us and are reviewed and approved or ratified by a majority of the disinterested, independent members of the Board.

Aircraft Usage William A. Furman, Chief Executive Officer and Chairman of the Board of Directors of the Company, is the 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 2021, charters of the aircraft owned by Mr. Furman were placed with or through the company that manages Mr. Furman's aircraft aggregating approximately $247,000. The fiscal 2021 charters of the aircraft owned by Mr. Furman were reviewed and ratified by a majority of the disinterested, independent members of the Board.

Indebtedness of Management. Since the beginning of fiscal 2021, none of our directors or executive officers has been indebted to us.

Majority Voting Policy

The Company's Corporate Governance Guidelines establish majority voting procedures 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.

In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors its members deem relevant, which may include:

The Nominating and Corporate Governance Committee will also consider a range of possible alternatives concerning the director's resignation offer as the Committee deems appropriate, which may include:

Under the policy, the Board will take formal action on the recommendation within 90 days following certification of the shareholder vote by the Company. In considering the recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and any additional information, factors and alternatives the Board deems relevant. Any director tendering a resignation offer will not participate in the Committee's or Board's consideration of whether to accept such 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 Chairman, to the Lead Director, 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 [email protected]. Such communications are distributed as appropriate.

Members of the Board who are our employees are not separately compensated for serving on the Board. As part of our response to the COVID-19 pandemic, in June 2020, the Board voluntarily reduced the cash retainer each non-employee director received by 10% resulting in a $72,000 annual cash retainer fee for fiscal 2021. As Greenbrier's liquidity and industry outlook improved, in July 2021 the Board re-instated the original annual cash retainer fee of $80,000 for fiscal 2022. The Audit Committee chairman received an additional annual cash retainer of $20,000, and each other committee chairman received an additional annual cash retainer of $15,000. Duane McDougall, the Lead Director for a portion of fiscal 2021, received an additional annual cash retainer of $35,000. Admiral Fargo, the new Lead Director as of January 2021, received an additional annual cash retainer of $43,750 representing a pro-rated Lead Director annual cash retainer of $70,000. Members of the Audit Committee received an additional annual cash retainer of $10,000, and Members of the Compensation and Governance Committees received an additional annual cash retainer of $7,500. All annual retainer fees are paid quarterly.

Under the terms of the Company's Stock Incentive Grant Program for Non-Employee Directors under The 2021 Stock Incentive Plan, for fiscal 2021, our non-employee directors received annual grants of restricted stock units of the Company's

Common Stock with a fair market value equal to $145,000 (rounded up to the nearest whole share) made immediately after the close of each annual meeting, with such shares vesting on the date of the next annual meeting or, if a director is not re-elected, the one year anniversary of the date of grant if earlier. If a director is appointed partially into a year, then cash retainer fees and grants of restricted shares occur on a pro rata basis.

The Company has stock ownership guidelines for its directors, under which all 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 fee. 9 of our 10 continuing non-employee directors have satisfied the director share ownership expectation. Antonio Garza has until 2026 to meet the holding requirement.

In the event a non-employee director ceases to be a director due to death, disability or retirement, or because he or she is not re-elected to serve an additional term as a director, any unvested restricted shares shall immediately become fully vested. If a non-employee director ceases to be a director by reason of removal or resignation as a member of the Board, any unvested restricted shares shall automatically be forfeited, and the shares subject to such award shall be available for grant under the 2021 Stock Incentive Plan.

William A. Furman,

Chairman and Chief Executive Officer

Lorie L. Tekorius,

President and Chief Operating Officer

Mark J. Rittenbaum,

Executive Vice President, Senior Advisor to the Chairman

Alejandro Centurion,

Executive Vice President and President of Global Manufacturing Operations

Brian J. Comstock,

Executive Vice President, Chief Commercial and Leasing Officer

Adrian J. Downes,

Senior Vice President, Chief Financial Officer and Chief Accounting Officer

BASE SALARY

In establishing salary levels, we consider market pay levels, the specific responsibilities and experience of each NEO, and his or her individual performance. As part of its annual review, the Compensation Committee may adjust base salaries for:

Mr. Furman voluntarily reduced the amount of his base salary from $1,050,000 per year to $800,000 per year in April 2020 in response to market conditions and the impact of the COVID-19 pandemic on the business. The reduced salary remained in effect during fiscal 2021. Furthermore, base salaries for Messrs. Rittenbaum and Centurion have remained unchanged from their January 1, 2019 levels. Base salaries for Ms. Tekorius, Mr. Comstock and Mr. Downes were adjusted in January 2021 to reflect changes in roles and responsibilities. The limited changes in base salaries over the past two years reflects the executive team's continued commitment to the Company's profitability and liquidity goals.

ANNUAL INCENTIVE AWARDS

Target incentive opportunities under the annual incentive plan for NEOs are expressed as a percentage of base salary and are intended to be competitive with the market.

Our NEO's fiscal 2021 annual incentive awards are based on achievement of pre-established financial performance goals for 90% of the award potential and strategic goals for 10% of the award potential. Awards earned can range from 0% to 200% of an individual's target incentive opportunity for the financial goals based on actual financial results (with the threshold payout level set at 50% for each respective financial metric) and 0% to 150% for Strategic goals. Although not used in fiscal 2021, the CEO has discretion to recommend to the Compensation Committee (and the Compensation Committee has discretion in the case of the CEO) to make a downward (but not upward) adjustment of any metrically calculated award of up to 20% to reflect individual performance. The actual 2021 payouts for the named executive officers are presented in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.

The performance metrics, their weighting, targets and payout levels are established at the beginning of each fiscal year by the Compensation Committee with input from management and the independent compensation consultant. This process includes a thorough discussion of the risks and variables of management's financial plan for the upcoming fiscal year including existing backlog. The level of financial performance required for the maximum payout is established based on the Compensation Committee's assessment of the level of performance that shareholders would likely consider superior in view of the economic outlook for Greenbrier and its industry in particular. A comparable process is used to establish the threshold or minimum performance level, defined as the level of financial performance below which no incentive payment is appropriate.

In fiscal 2021, the Compensation Committee established a retirement date of September 1, 2023 and a succession plan with Mr. Centurion. As part of this agreement, Mr. Centurion had the opportunity to earn additional short-term incentive compensation in fiscal 2021 tied to performance milestones critical to an efficient and effective transition. The payout is based on performance to pre-established milestones with a target

bonus opportunity of 105% of base salary. The payout can range from 75% up to a maximum of 200% of target. Mr. Centurion's performance resulted in achievement of 108% of target for this award.

Target Setting for Financial Metrics

For fiscal 2021, achievement of Earnings Per Share (EPS) made up 50% of each NEO's total annual incentive and EBITDA made up 40%. Our philosophy is to incent management in both strong and weak markets. This year in particular, our targets are reflective of our business cycle including reduced projected deliveries and lower than normal backlog. The EPS and EBITDA goals reflect levels that were much more aggressive despite the prevailing economic uncertainties and included reducing the threshold payout percentage to 50% from 75% in prior years.

The Compensation Committee balances annual incentive target setting with the need for retention of talent across the organization especially as the long-term incentive plan metrics were not adjusted. The following table sets forth the financial metrics and goals under the fiscal 2021 annual incentive plan:

2021 Annual Incentive Goals

($ in millions except per share amounts)

Achievement below threshold results in no payout. Payout amounts are interpolated between threshold and target or target and maximum, as appropriate.

Strategic Goals

For fiscal 2021, achievement of strategic goals made up 10% of each NEO's total annual incentive award opportunity as detailed on page 22. The Compensation Committee determines the level of achievement of strategic goals for all executive officers (including NEOs) as a group, on a scale of 0 - 150%.

LONG-TERM EQUITY INCENTIVE AWARDS

Process for Granting Awards

The value of the annual long-term incentive awards to each NEO is divided between two types of equity-based awards: time-based RSUs and performance-based RSUs. We use a 36-month performance period and we recently changed the weighting of RSU grants from 50:50 weighting to 60% performance-based and 40% time-based for all NEOs with the exception of Mr. Furman's award which was 70% performance-based and 30% time-based. Of the 70% performance-based RSUs, 75% are tied to company financial metrics and the remaining 25% are tied to CEO succession objections. The 30% time-based RSUs vest on his retirement date of September 1, 2022.

Grants are made in October following the close of the prior fiscal year, approval of the plan for the coming fiscal year and approval by the Compensation Committee of the equity pool for grants. We grant RSUs to NEOs at the same time we grant them to other members of management.

We may make off-cycle or one-time grants to newly hired executives or to NEOs in connection with significant increased responsibilities, promotions or special circumstances as approved by the Compensation Committee. In fiscal 2021 there were no off-cycle or one-time grants.

To ensure responsible use of shares under our equity program, the Compensation Committee approves a pool for each annual RSU grant with assistance from Mercer, our independent compensation consultant. We take into account our actual burn rate, a reasonable multiplier based on share price volatility and current availability under our stock incentive plan.

In granting RSUs to individuals, the number of shares awarded was guided by dividing the intended value of the award by the prior 30 trading day average closing market price of the Company's Common Stock on the NYSE measured from the day prior to the date of grant of the award. Grants awarded in fiscal 2021 are detailed on page 38.

Dividends Paid Only on Vesting

We do not paydividends on unearned time-based or performance-based RSUs.

Award Types and How Each Fits our Program

Time-Based RSUs

Time-based RSUs are designed to create long-term shareholder value and to retain highly qualified leaders. Time-based RSUs generally vest ratably in the form of Company common stock over a three-year period beginning on the first anniversary following the date of the grant.

In fiscal 2021, we made two exceptions to vesting of time-based RSUs in the grants to Mr. Furman and Mr. Rittenbaum as detailed in the Executive Compensation Tables.

Performance-Based RSUs

Performance-based RSUs are designed to focus attention on, and to reward the achievement of, our long-term financial objectives and sustained appreciation in shareholder value. At the end of the 36-month performance period, a percentage ranging from 0% to 200% of the number of shares initially awarded will be earned based on the extent to which the 36-month goals are achieved, which may be increased or decreased by 10% based on relative TSR performance. The TSR modifier is used if Greenbrier is in the top 3 or bottom 3 among the peers at the end of the 36-month measurement period. The value of each performance share equals the price of one share of

our common stock on the date of grant, with payment of earned performance units made in the form of Greenbrier common stock.

The 36-month measurement period beginning on September 1 and ending on August 31 was chosen to coincide with our fiscal year.

Target Setting of Financial Metrics

Our target setting process, conducted at the beginning of each 36-month performance period, includes goals related to profitability and return on invested capital while taking into account the cyclical nature of our business. Our targets are designed to incent behavior which enhances long-term shareholder value at all points in the business cycle.

We establish our objectives depending on where we are in the business cycle. When backlog and demand are high and asset prices strong, we emphasize earning a higher return. When the market is weak and prices are under pressure, we emphasize making prudent decisions related to production capacity and other considerations, as well as investments at attractive prices, over attempting to earn unrealistic short-term returns. Making intelligent decisions at the right points in the cycle allows us to increase shareholder value over the long term by protecting our core business and market share. When appropriate and supported by the underlying economic and market demand, the Compensation Committee will increase or decrease targets year-over-year to properly incent management.

The Compensation Committee selected EBITDA and ROIC as the metrics for performance grants in the fiscal 2021 annual RSU program with a relative TSR modifier to continue to focus on alignment of total shareholder return and executive compensation.

Weighting of the metrics for the fiscal 2021 award is 80% for EBITDA, and 20% for ROIC to emphasize cash flow generation and earnings. Achievement below threshold results in no payout for the respective metric.

Payout amounts are interpolated between threshold and target or target and maximum, as appropriate. Vesting is independent for each performance criteria. The Compensation Committee reviewed the use of EBITDA metrics for both short- and long-term compensation plans and believes it is an important metric for incenting both short-term and long-term performance and shareholder returns. Starting in fiscal 2021, we used an after bonus EBITDA metric for our annual incentive program, instead of before bonus, to align better with published financial information and expect to continue this practice.

Mr. Furman's performance award was structured such that 75% of the performance shares are subject to the financial performance metrics noted above and 25% are tied to CEO succession objectives.

EMPLOYEE BENEFITS

Executive Retirement and Insurance Benefits

Supplemental Retirement Benefits

The Company maintains a Nonqualified Deferred Compensation (NQDC) Plan which permits participants to elect to defer a portion of their compensation in excess of amounts that may be deferred under the Company's tax-qualified 401(k) plan, and to defer receipt of shares of stock or cash awarded under the Company's long-term incentive plan. The NQDC Plan does not pay or provide for preferential or above-market earnings. Participants may direct the investment of deferred cash compensation credited to their accounts among a range of investment options similar to those available under the Company's 401(k) Plan; shares of Company stock deferred under the NQDC Plan may be diversified into other investments. The Company's executive officers, including its NEOs, are eligible to defer a portion of their compensation under the NQDC Plan. Mr. Comstock and Mr. Downes elected to participate in the NQDC Plan in 2021; none of the other NEOs elected to defer any portion of their 2021 cash or equity compensation under the NQDC Plan.

The Company makes discretionary employer contributions on behalf of Mr. Rittenbaum and Mr. Centurion under the target benefit component of its NQDC Plan, which has been discontinued for new participants. Target benefit contributions are designed to provide supplemental retirement benefits to the participating executives in an amount equal to 50% of the executive's base salary as of age 65 for 15 years. While no level of contributions is required and no level of supplemental retirement benefits is guaranteed to executives under the target benefit program component of the NQDC Plan, the Company intends to make contributions under the target benefit program in the ordinary course that are actuarially designed to provide the target benefit amount. The Company does not provide tax gross-up payments or other provisions for paying executives' taxes on distributions from the NQDC Plan.

The Company makes discretionary contributions under the supplemental retirement program component of the NQDC Plan on behalf of executives who do not participate in the target benefit program, including Messrs. Furman, Comstock and Downes and Ms. Tekorius. Such contributions are credited to a Supplemental Retirement Program account on their behalf under the NQDC Plan. In January 2021, the Compensation Committee approved discretionary contributions equal to 6% of participants' annual base salary earned plus actual bonus earned for the prior calendar year.

Executive Life Insurance

The Company provides an executive life insurance program to its executive officers and certain other management employees. The Company owns life insurance policies insuring the executives' lives and has endorsed the rights to the death benefits to the

participating executives. Upon termination of the executive's employment, the Company will transfer ownership of the policy to the executive, resulting in taxable income to the executive at the time of transfer. Each NEO, other than Mr. Furman, participates in the executive life insurance program, and each has an aggregate death benefit amount of $1 million (including previous executive-owned life insurance policies for which no further Company funding is provided) and a target aggregate after-tax cash surrender at age 62. Messrs. Centurion and Rittenbaum's policies have a value of $200,000 and Ms. Tekorius has a target aggregate after-tax cash surrender value of $125,000. Mr. Comstock and Mr. Downes have no target after-tax cash surrender value.

Perquisites and Other Personal Benefits

In fiscal 2021, the Company undertook a review of its perquisite program. We determined that best practice is to consider certain additional payments as perquisites and have reflected that change in calculation methodology retroactively for NEOs. Perquisites include the use of Company-owned automobiles or automobile allowances, payment of club membership dues,

spousal travel benefits, security for international travel, executive medical benefits, a business office convenient to Mr. Furman's primary residence in Nevada and, if applicable, relocation services for executives. Total Perquisites and Other Benefits for NEOs in fiscal 2021 was $976,556. The Company continues to not provide tax gross-ups for perquisites or personal benefits. We regularly evaluate the program balancing employment retention challenges, travel policies in a COVID-19 environment and our own industry practices.

Change-of-Control Agreements-Double Triggers

We have entered into agreements with our NEOs that provide certain benefits if employment is terminated following a change of control ("COC"). This protection is provided to ensure the stability, continuity and impartiality of our executives in a COC situation. The level of protection is intended to be similar to that provided by similarly sized organizations.

The COC agreements are "double-trigger" agreements, meaning that benefits are payable only if a COC occurs and an executive's employment is terminated, or constructively terminated.

COMPENSATION GOVERNANCE

Stock Ownership and Stock Retention

The Company has stock ownership guidelines for its executive officers, under which all executive officers of the Company are expected to retain holdings of Company stock with a value equal to a multiple of base salary ranging from one to six times base salary. The guidelines were increased in fiscal 2020 from 5.0x to 6.0x for CEO, from 3.5x to 4.0x for President and from 2.5x to 3.0x for EVPs and other Executive Officers. The applicable multiple depends on the executive officer's position with the Company, as set forth below.

Executive officers are expected to achieve compliance with the applicable guidelines within five years of the date of adoption of the guidelines or appointment as an executive officer, whichever is later. They are encouraged to retain ownership of shares representing at least 50% of the after-tax value acquired through compensatory stock awards until the guidelines are met. All of our executive officers have satisfied the executive stock ownership expectation. Mr. Rittenbaum ceased to be an executive officer in February 2021.

Incentive Compensation Claw-Back Policy

The Company has adopted a stand-alone incentive compensation claw-back policy intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The policy applies to all executive officers designated as such by the Board and to all incentive-based compensation granted or paid by the Company, including cash and stock. The Dodd-Frank Act requires companies to adopt a policy that will recapture ("claw-back") excess incentive compensation, if any, that is paid to certain executives based on erroneous financial statements and mandates the SEC to issue rules implementing the claw-back requirements. Although the SEC has not yet promulgated final rules implementing the Dodd-Frank claw-back requirements, in 2013 the Company determined to adopt a claw-back policy in light of concerns expressed by shareholders about the lack of a claw-back policy, and the SEC's delay in adopting final rules.

Policies Regarding Hedging and Pledging of Company Stock

The Company's Policy Regarding Trading in Company Securities prohibits its directors, executive officers and employees from hedging the economic risk of owning shares of Company stock (including engaging in short sales, trading in or writing options on Company securities, or entering into other hedging transactions, including, but not limited to, prepaid variable forward contracts, zero-cost collars, equity swaps or exchange funds). The policy also restricts directors and executive officers from holding Company stock in a margin account, or pledging Company stock as collateral for a loan, except in very limited circumstances (not including margin debt) with advance approval of the Chairman and CEO. No such approvals have been given to date.

Compensation Committee's Independent Consultant and Compensation Consultant's Role

The Compensation Committee has sole authority to retain and terminate independent consultants, counsel, experts and other personnel the Committee deems necessary to enable it to fully perform its duties and fulfill its responsibilities, and to determine the compensation and other terms of engagement for such consultants and experts. Pursuant to the Compensation Committee's Charter, the Compensation Committee may delegate to its chair or to one or more of its members the responsibility for performing routine functions. There are no other express provisions in the Charter delegating Compensation Committee authority to any other person.

The Compensation Committee engaged Mercer to provide information, analysis and advice regarding executive and director compensation. Mercer provided the following services for the Compensation Committee during fiscal 2021: (i) advice on 2021 executive officer bonus program structure, performance goals and targets, and bonus amounts; (ii) advice on 2021 executive officer equity grant award sizes and performance goals and targets; (iii) market data and recommendations on executive officer compensation; (iv) advice on equity retention policies and holding requirements after vesting; (v) advice on updating the Company's peer group companies; and (vi) ongoing advice regarding the Company's executive compensation practices to advise whether any such practices should be modified to improve effectiveness or to implement "best practices."

During fiscal 2021, aggregate fees paid to Mercer for executive compensation services to the Company were approximately $150,000. In addition, Mercer or its affiliates provided services to the Company for casualty consulting, general insurance, actuarial analysis of workers compensation, retirement consulting and salary studies. The aggregate fees for such additional services were approximately $275,000. The decision to engage Mercer or its affiliates to provide these other services was made by management and was reported to the Compensation Committee.

The Compensation Committee has analyzed whether our compensation consultant, Mercer, is independent, and whether Mercer's work as a compensation consultant has raised any conflicts of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Mercer; (ii) the amount of fees from the Company paid to Mercer as a percentage of Mercer's total revenue; (iii) the policies and procedures of Mercer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Mercer or the individual compensation advisors employed by Mercer with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors employed by Mercer with any member of the Compensation Committee; and (vi) any stock of the Company owned by Mercer or the individual compensation advisors employed by Mercer. The Compensation Committee has determined, based on its analysis in light of the factors listed above, that Mercer is independent, and the work of Mercer and the individual compensation advisors employed by Mercer as compensation consultants to the Company has not created any conflicts of interest.

REGULATORY CONSIDERATIONS

The Compensation Committee considered the tax and accounting consequences of using various forms of compensation and retains the discretion to pay compensation that is not tax deductible or could have adverse accounting consequences for Greenbrier.

Tax Deductibility of Executive Compensation

Our incentive compensation programs have been designed and administered in a manner generally intended to preserve income tax deductions. Section 162(m) generally limits to $1 million per person the amount that the Company can deduct for compensation paid to certain "covered employees" (as defined in Section 162(m)). Although the Company generally considers tax deductibility when structuring our executive compensation arrangements, we may pay compensation that is not tax deductible to the extent we determine that doing so is appropriate based upon business needs.

Material Terms of Executive Employment Agreements and Other Arrangements

EMPLOYMENT AGREEMENTS

The Company has employment agreements with Messrs. Furman, Rittenbaum and Centurion. The employment agreements with these NEOs provide for certain payments and benefits in the event the executive's employment is terminated by the Company without cause. The employment agreements also

provide for payments and benefits in the event that the executive is terminated following a change of control of the Company. Details of the payments and benefits triggered by different termination events are discussed and disclosed in tabular format under the heading "Potential Post-Termination Payments," following the Equity Compensation Plan Information table.

In fiscal 2020, the Board and Mr. Furman amended Mr. Furman's employment agreement and set a retirement date

from all executive offices of September 2022. In fiscal 2021, the Board and Mr. Rittenbaum amended his employment agreement and set a retirement date of August 2022. Also in fiscal 2021, the Board and Mr. Centurion amended his employment agreement and set a retirement date of September 2023. None of the terms of the agreements were amended to allow multi-year guarantees for salary increases, non-performance-based bonuses or equity compensation, tax gross-ups, single-trigger change of control payments or liberal change of control definitions.

RSU AWARDS

Each RSU represents the right to receive one share of Company stock upon vesting. Except for the award to Mr. Furman, 60% of the total RSUs granted are subject to performance-based vesting and 40% are subject to time-based vesting, as described more fully in the Compensation Discussion and Analysis. 70% of Mr. Furman's RSU award is subject to performance-based vesting and 30% is subject to time-based vesting. Vesting of unvested RSUs will accelerate in the event of termination of the NEO's employment under certain circumstances, as described below.

ACCELERATION OF RSUs SUBJECT TO TIME VESTING PROVISIONS

All unvested RSUs subject to time vesting provisions ("time-based RSUs") held by Messrs. Furman, Centurion, Rittenbaum, Comstock, and Downes and Ms. Tekorius will automatically vest upon death or disability. In addition, all time-based RSUs held by Messrs. Furman, Centurion and Rittenbaum will immediately vest upon the Company's termination of the executive other than for "cause" pursuant to such executives' individual agreements. Commencing with 2018 grants, RSUs do not accelerate upon COC if they are assumed or continued by the acquiring company. Any time-based RSUs that are not assumed or continued will accelerate and become fully vested upon COC. In the event of a termination of employment during the two-year period following the COC, time-based RSUs held by the executives that were assumed or continued by the acquiring company will accelerate upon the executive's termination pursuant to the terms of the executive's employment agreement or change of control agreement, as applicable, as described above.

ACCELERATION OF RSUs SUBJECT TO PERFORMANCE VESTING PROVISIONS

Commencing with 2018 grants, RSUs do not accelerate upon COC if they are assumed or continued by the acquiring

company. Any unvested RSUs subject to performance vesting provisions ("performance-based RSUs") that are not assumed or continued would accelerate and become vested based on actual results measured against performance goals as of the COC. In the event of a termination of employment during the two-year period following the COC, performance-based RSUs held by the executives that were assumed or continued by the acquiring company would accelerate and become vested at target upon the executive's termination pursuant to the terms of the executive's employment agreement or change of control agreement, as applicable. For all grants made prior to fiscal 2018, in the event of a change of control prior to the end of the performance period, all performance-based RSUs will automatically convert into time-based RSUs, and will vest in equal monthly installments over the performance period.

The Compensation Committee will determine the level of performance against performance goals through the date of the change of control, and if such performance exceeds the target level, the recipient will be entitled to receive additional shares, based on the level of performance in excess of target, which shares will be time-vested and will vest in full at the end of the measurement period, provided the recipient remains employed by the Company. In the event that the executive's employment is terminated without cause or for good reason within two years following the change of control, vesting of the converted time-based shares would accelerate, pursuant to the terms of the executive's employment agreement or change of control agreement, as applicable. All performance-based RSUs held by Messrs. Furman, Centurion, Rittenbaum, Comstock, and Downes and Ms. Tekorius will automatically vest upon death or disability at target levels of performance pursuant to the terms of the RSU award agreements. For the grants made to Mr. Furman in fiscal 2020 and 2021, in the event Mr. Furman retires before the end of the performance period, 100% of his performance-based shares earned over the performance period will vest at the end of the performance period with no prorated adjustment. Under the terms of the employment agreements with Messrs. Furman, Centurion and Rittenbaum, upon termination of the executive's employment by the Company without cause or termination by the executive for good reason, all performance-based RSUs will continue to vest based on performance during the applicable performance period and the executive will become entitled to receive the number of shares issuable under the RSUs, if any, based upon the level of performance achieved during the entire performance period.