Greenbrier : 2025 Proxy

2025

A N N U A L M E E T I N G O F S H A R E H O L D E R S

& P R O X Y S TAT E M E N T

FROM OUR BOARD

Dear Shareholders:

On behalf of our Board of Directors, we are pleased to invite you to Greenbrier's 2025 Annual Meeting of Shareholders.

During fiscal 2024, we continued executing on our goal to collaborate and work Better Together as a unified organization. Our financial results and positive momentum during the fiscal year reflect the results of our ongoing focus on efficiencies and execution by a team that extends across the full reach of Greenbrier's business. Organizational changes made during the fiscal year supported these goals, including the reframing of Greenbrier's operating activities in two distinct geographies: The Americas and Europe. In January 2024, Brian Comstock, a 26-year Greenbrier veteran with more than four decades of railway industry experience, assumed responsibility for all operations in The Americas, which includes the United States, Mexico, Canada and Brazil, and William Glenn, who has spent more than 20 years at Greenbrier in various roles, assumed responsibility for all operations in Europe. We welcomed Michael Donfris, a seasoned executive with nearly 40 years of experience in corporate accounting and finance, who became our Chief Financial Officer in July 2024. We also mourned the passing of Patrick Ottensmeyer, who had served on Greenbrier's board since 2023, extending our deepest condolences to his family and friends.

We remain optimistic about our future, as Greenbrier's leading market position, robust new railcar backlog, and a steadily growing recurring revenue stream from the leasing business provide a strong foundation. We continue to create long-term shareholder value across varying market conditions, and 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.

We value feedback from our shareholders, as our commitment to good governance and driving shareholder value is informed by engagement with our shareholders. Along with the Board of Directors, our leadership team and more than 14,200 employees, we thank you for your continued support and investment. We look forward to your participation at the Annual Meeting on January 9, 2025.

ADMIRAL THOMAS B. FARGO	LORIE L. TEKORIUS
Board Chair	CEO and President

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

2025 ANNUAL MEETING INFORMATION

Meeting Date:	Meeting Access:	Meeting Time:	Record Date:
Thursday,	www.virtualshareholder	8:30 a.m. (Pacific Time)	November 6, 2024
January 9, 2025	meeting.com/GBX2025

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, 2024, 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 8:30 a.m. Pacific Time on January 9, 2025, via webcast at www.virtualshareholdermeeting.com/GBX2025. 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 57 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

Proposal 1	-	Election of Directors	Page 23
Proposal 2	-	Advisory Approval of Executive Compensation	Page 52
Proposal 3	-	Ratification of Appointment of Independent Auditors	Page 55

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 6, 2024, 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

Senior Vice President, Chief Legal & Compliance Officer

November 14, 2024

TABLE OF CONTENTS

• Proxy Summary

6	Corporate Governance
	Board Composition	6
	Governance Highlights	11
	Board Independence	11
	Board Leadership	12
	Annual Evaluations	12
	Board Refreshment	12
	Board Experience	14
	Board Committees, Meetings and Charters	15
	Succession Planning	16
	Risk Oversight	16
	Our Code of Conduct and FCPA Compliance . . . .	17
	2024 Non-Employee Director Compensation . . . .	18
	Shareholder Engagement	19
	Environmental and Social	20
	Related Person Transactions	21
	Majority Voting Policy	21
	Communication with the Board	22

Non-Qualified Deferred Compensation in Fiscal Year 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Termination and Change of Control Provisions . . . 42 Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . 46 Pay Versus Performance . . . . . . . . . . . . . . . 47 Equity Compensation Plan Information . . . . . . . . 51

1. PROPOSAL 2
   Advisory Approval of Executive Compensation
2. Ownership of Greenbrier Common Stock

Stock Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . 53 Delinquent Section 16(a) Reports . . . . . . . . . . . 54

55 PROPOSAL 3

Ratification of Appointment of Independent

Auditors
Fees Paid to KPMG	55
Report of the Audit Committee	56

1. PROPOSAL 1 Election of Directors
2. Fiscal 2024 Executive Compensation

Compensation Discussion and Analysis	24
Executive Summary	24
Fiscal 2024 Focus and Accomplishments	25
Say-on-Pay Vote and Shareholder Engagement on
Compensation	26
Fiscal 2024 NEO Compensation Program	26
Specific Elements of Fiscal 2024 Compensation . .	28
NEO Compensation Fiscal 2025	35
Governance	36
Regulatory Considerations	38
Compensation Committee Report	38
Executive Compensation Tables	39
Summary Compensation Table for Fiscal 2024 . . .	39
Grants of Plan-Based Awards in Fiscal 2024 . . . .	40
Outstanding Equity Awards as of 2024 Fiscal
Year-End	41
Stock Vested During Fiscal Year 2024	42

57 Annual Meeting Information

Online Meeting . . . . . . . . . . . . . . . . . . . . . 57 Voting Securities and Solicitation of Proxies . . . . . 57 Single and Multiple Mailings . . . . . . . . . . . . . . 57 Other Business . . . . . . . . . . . . . . . . . . . . . 58 Additional Information . . . . . . . . . . . . . . . . . 58 Shareholder Proposals . . . . . . . . . . . . . . . . 58 Incorporation by Reference . . . . . . . . . . . . . . 59

A-1 APPENDIX A

Policy Regarding the Approval of Audit and Non-audit Services Provided by the Independent Auditor

Purpose and Applicability . . . . . . . . . . . . . . . A-1 Policy Statement . . . . . . . . . . . . . . . . . . . . A-1 Delegation of Pre-Approval . . . . . . . . . . . . . . A-2 Prohibited Services . . . . . . . . . . . . . . . . . . A-2 Audit Committee Review of Services . . . . . . . . . A-3 Amendments . . . . . . . . . . . . . . . . . . . . . . A-3 Effective Date . . . . . . . . . . . . . . . . . . . . . . A-3

PROXY SUMMARY

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 14, 2024.

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 I directors nominated for a three-year term.

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.

THOMAS B. FARGO

Admiral Fargo has served as a member of the Board since 2015, having served as Lead Director from January 2021 through August 2022 and serving as Chair of the Board of Directors since September 2022. He is a retired military commander with subsequent private sector experience in maritime and other transportation industries. Admiral Fargo brings executive leadership and operational, manufacturing and international expertise to the Board. The Board recommends a vote "FOR" Admiral Fargo.

ANTONIO O. GARZA

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 brings international expertise and rail industry, legal and governmental experience to the Board. The Board recommends a vote "FOR" Ambassador Garza.

JAMES R. HUFFINES

Mr. Huffines has served as a member of the Board since 2021. Mr. Huffines has over 35 years of experience in banking and finance, having 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. Mr. Huffines brings banking and finance expertise, public company and governmental experience to the Board. The Board recommends a vote "FOR"

Mr. Huffines.

2 0 2 5 P R O X Y S T A T E M E N T

1

PROXY SUMMARY

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 2025 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.

CEO / PRESIDENT	DIVERSITY INITIATIVE	FINANCIAL EXPERTISE
4	8	8

GOVERNMENT / MILITARY	INTERNATIONAL	LEGAL TRAINING
5	7	2

PUBLIC COMPANY	PUBLIC POLICY	RAIL / TRANSPORT / INDUSTRY
6	5	6

RISK MANAGEMENT	CEO TALENT DEVELOPMENT	SUSTAINABILITY
8	8	6

(Summary of our eight-person Board as of January 2025. See "Corporate Governance-Board Experience" for more detail.)

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 its continued independent oversight of Greenbrier while maintaining high governance standards. The Board carries out this goal 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, 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.

2	T H E G R E E N B R I E R C O M P A N I E S

PROXY SUMMARY

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

• Over 62% of our directors have joined the Board in the last 7 years.
• Seven of our eight directors are independent, with all seven such independent directors meeting the heightened standard of independence established by the Board as described in "Board Independence" on page 11 of this Proxy Statement.
• 50% of our directors are women and 38% of our directors are individuals who identify as racially or ethnically diverse.

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 2024.

See "Proposal 2, Advisory Approval of Executive Compensation" on page 52 of this Proxy Statement.

2 0 2 5 P R O X Y S T A T E M E N T

3

PROXY SUMMARY

Executive Compensation Highlights

Our executive compensation program is designed to attract, motivate, and retain the key executives who drive our success. Our compensation philosophy focuses on pay that reflects performance and aligns with the interests of shareholders. 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 2024, 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 2024 equity awards and annual bonuses actually earned.

Time Based		Base Salary	Time Based
	15%
(Variable)		(Variable)	Base Salary
22%			20%	24%
Long Term
Equity			Long Term
Compensation	CEO		Equity	Other NEOs
57%		Compensation
	(Avg)
			50%
Performance			Performance
Based		Annual Incentive
35%		(Performance Based)	Based	Annual Incentive
		28%	30%	(Performance Based)
			26%

We believe our performance in fiscal 2024 is a testament to the strength and effectiveness of our compensation philosophy. As described later in this proxy statement, in fiscal 2024 we achieved annual revenue of $3.5 billion, gross margin expanded by 460 bps to 15.8% from fiscal 2023, and diluted EPS of $4.96, third-highest in our history.

Listed below are highlights of our fiscal 2024 executive compensation policies and practices:

WHAT WE DO

• Ongoing engagement with our institutional shareholders regarding our executive compensation policies and practices
• Performance-basedcash and equity incentive compensation
• Caps on performance-based cash and equity incentive compensation
• Significant portion of executive compensation at risk based on company performance
• Multi-yearequity award vesting periods for equity awards, including three-year performance periods for performance- based equity awards
• One-yearminimum vesting requirement under equity incentive plan, with limited exceptions
• Annual review and approval of our executive compensation program
• Annual compensation risk assessment
• Annual "Say On Pay" vote
• Clawback policy on cash and equity incentive compensation
• Robust stock ownership and stock retention guidelines for executive officers
• Independent compensation consultant engaged by the Compensation Committee
• 100% independent directors on the Compensation Committee
• Limited perquisites

4	T H E G R E E N B R I E R C O M P A N I E S

PROXY SUMMARY

WHAT WE DON'T DO

• No "single trigger" change of control payments and benefits
• No gross-ups for change of control related excise tax payments
• No short sales, hedging, pledging of stock ownership positions, or transactions involving derivatives of our common stock
• No strict benchmarking of executive compensation to a specific percentile of our compensation peer group
• No pension benefits
• No dividend payments on unvested awards
• No 'repricing' of out-of-the-money stock options without shareholder approval
• No incentivizing unnecessary or excessive risk taking
• No employment agreements with executive officers that provide for a guaranteed term of employment

PROPOSAL 3

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 2025.

See "Proposal 3, Ratification of Appointment of Independent Auditors" on page 55 of this Proxy Statement.

2 0 2 5 P R O X Y S T A T E M E N T

5

CORPORATE

GOVERNANCE

Board Composition

Our Board of Directors is currently composed of eight directors, of whom seven are independent, non-employee directors. Each of our directors serves for a three year term, as follows:

• Thomas Fargo, Antonio Garza, and James Huffines currently serve as Class I directors, with terms expiring at this Annual Meeting;
• Wanda Felton, Graeme Jack, and Wendy Teramoto currently serve as Class II directors, with terms expiring at our annual meeting of shareholders to be held in 2026; and
• Lorie Tekorius and Kelly Williams currently serve as Class III directors, with terms expiring at our annual meeting of shareholders to be held in 2027.

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

Thomas B. Fargo (Chair of the Board and Chair of the Compensation Committee)

Age: 76	Current Term
Director Since: 2015	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, and was elected Chair of the Board of Directors in September 2022. 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. 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., Matson, Inc. and Hawaiian Airlines.

Qualifications

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

6	T H E G R E E N B R I E R C O M P A N I E S