Greenbrier : Nominating and Corporate Governance Committee

GBX

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Appointment

The Nominating and Corporate Governance Committee (the "Committee") of The Greenbrier Companies, Inc. (the "Company") is appointed by and serves at the discretion of the Board of Directors (the "Board"). The Committee will be composed of two or more non-management directors each of whom meet the requirements of independence under the New York Stock Exchange listing standards and Securities and Exchange Commission rules. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

Purpose and Responsibilities

The Committee is designed to exercise general oversight of the Company's corporate governance functions. The purpose and responsibilities of the Committee are to:

Nominating and Corporate Governance Committee Charter

Nominating and Corporate Governance Committee Charter

22. Undertake such other responsibilities or tasks as the Board may delegate or assign to the Committee from time to time.

Committee Authority

The Committee has authority to engage outside advisors as it deems appropriate, including sole authority to retain and terminate any search firm used to identify director candidates. The Committee also has sole authority to approve the fees or other retention terms of such advisors or firms. The Company will provide the resources and assistance necessary for the Committee to discharge its responsibilities, including appropriate funding for payment of compensation to any attorney, advisor or search firm engaged by the Committee. The Committee may delegate any of its responsibilities to subcommittees of independent directors as the Committee deems appropriate.

Meetings

The Committee will meet as often as it deems necessary to perform its responsibilities. A majority of the members of the Committee will constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) will be required to take formal action of the Committee. Written minutes will be kept for all formal meetings of the Committee. As permitted by the Oregon Business Corporation Act, the Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment. Members of the Committee may also meet informally with officers or employees of the Company and its subsidiaries, and may conduct informal inquiries and studies without the necessity of formal meetings.

Charter last amended by the Board January 2025.

Charter last reviewed by the Governance Committee in December 2024 and the Board in January 2025.

Nominating and Corporate Governance Committee Charter

Disclaimer

The Greenbrier Companies Inc. published this content on January 08, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 10, 2025 at 00:19:05.007.