DEF 14A of Gatx Corp
Filed Mar 13, 2026 · FY20250001104659-26-027377
DIRECTOR NOMINEES
DIRECTOR NOMINEES The following table provides summary information about each director nominee (with age shown as of the Annual Meeting date).
DIRECTOR NOMINEES
| | | | | | Other Public | | | | Director | | Committee | Company | | Name | Age | Since | Principal Occupation | Memberships(1) | Boards | | Diane M. Aigotti* | 61 | 2016 | Retired; Former Executive Vice President, Managing Director and Chief Financial Officer, Ryan Specialty Group, LLC | A (Chair) | 0 | | Anne L. Arvia* | 63 | 2009 | Strategic Bank Advisor | A, C, G (Chair) | 1 | | Shelley J. Bausch* | 60 | 2023 | Retired; Former President, Global Industrial Coatings, Axalta Coating Systems Ltd. | A, G | 1 | | John M. Holmes* | 49 | 2024 | Chairman, President and Chief Executive Officer, AAR CORP. | A | 1 | | Robert C. Lyons | 62 | 2022 | President and Chief Executive Officer, GATX Corporation | None | 1 | | James B. Ream* | 70 | 2008 | Retired; Former Senior Vice President – Operations, American Airlines | CH | 0 | | Adam L. Stanley* | 52 | 2019 | Retired; Former Executive Vice President and Chief Digital and Technology Officer, Cushman & Wakefield plc | C (Chair), G | 0 | | Robert S. Wetherbee* | 66 | 2025 | Executive Chairman, and Former President and Chief Executive Officer, ATI Inc. | A, C | 2 | | Paul G. Yovovich* | 72 | 2012 | Private Investor | C, G | 0 |
DIRECTOR NOMINEES
| * Independent Director |
DIRECTOR NOMINEES
| 1 | A = Audit Committee; C = Compensation Committee; G = Governance Committee; CH = Board Chair |
DIRECTOR NOMINEES
| 4 | GATX CORPORATION - 2026 Proxy Statement |
Board of Directors
Board of Directors The Board of Directors provides oversight, strategic direction, and counsel to management regarding the business, affairs, and long-term interests of GATX and our shareholders. Its responsibilities include the following:
Board of Directors
| ● | reviewing and approving our major financial objectives, strategic and operating plans, strategic transactions with third parties, and other significant actions |
Board of Directors
| ● | overseeing the conduct of our business |
Board of Directors
| ● | assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted |
Board of Directors
| ● | overseeing our processes for maintaining the integrity of our financial statements and other public disclosures |
Board of Directors
| ● | overseeing compliance with law and ethical standards |
Board of Directors
GATX has a long-standing commitment to strong corporate governance and ethical standards. Demonstrating this commitment, the Board has adopted the GATX Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for Senior Company Officers, as well as charters for each of the Board’s committees. These documents constitute the foundation of our corporate governance structure and are available on our website (www.gatx.com) in the Investor Relations section under “Governance.” The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. Following each meeting, the Board’s independent directors meet in executive sessions without the Chief Executive Officer or other members of management present. The independent Chair of the Board serves as Chair of the executive sessions of the Board. The Board met seven times during 2025, and each director nominee attended at least 75% of the meetings of the Board and the committees on which he or she served during the year. We encourage all directors to attend the Annual Meeting of Shareholders, and in 2025 all directors then serving on the Board attended the annual meeting.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors Our Board is currently composed of nine directors, all of whom are standing for re-election for a term of one year, to serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified. All director nominees have consented to serve on the Board, if elected. At the time of the Annual Meeting, if any director nominee is unable or declines to serve, the proxies may be voted for any other person who may be nominated by the Board to fill the vacancy, or the size of the Board may be reduced accordingly. Please see below for information on the age (as of the Annual Meeting date) and other background of each of the nine director nominees, as well as each individual’s specific experience, qualifications, and skills that led the Board to conclude that such individual should serve on the Board in light of the Company’s business and leadership structure.
Nominees for Election to the Board of Directors
| GATX CORPORATION - 2026 Proxy Statement | 23 |
Nominees for Election to the Board of Directors
The election of each of the director nominees requires the affirmative vote of a majority of votes cast with respect to his or her election. A majority of votes cast means that the number of votes cast FOR the election of a director nominee exceeds the number of votes cast AGAINST such director nominee’s election. Abstentions and broker non-votes are not considered votes cast and will have no effect on the election of director nominees.
Nominees for Election to the Board of Directors
| The Board of Directors recommends that you vote FOR each director nominee named below. |
Nominees for Election to the Board of Directors
| 24 | GATX CORPORATION - 2026 Proxy Statement |
Nominees for Election to the Board of Directors
| Diane M. Aigotti | | | | Years of Service: 9 Age: 61 Board Committees: Audit (Chair) Ms. Aigotti served as Executive Vice President, Managing Director and Chief Financial Officer of Ryan Specialty Group, LLC from January 2010 to March 2021. Prior to joining Ryan Specialty Group, Ms. Aigotti served as Senior Vice President, Chief Risk Officer and Treasurer of Aon plc (f/k/a Aon Corp.) from 2000 to 2008. Earlier in her career, she served as the Vice President of Finance at The University of Chicago Hospitals and Health System from 1998 to 2000 and as Budget Director for the City of Chicago from 1995 to 1997. Ms. Aigotti served on the boards of OneDigital Health and Benefits, Inc., which provides consulting and technology solutions to employers for their employees’ health and welfare benefits, from 2021 to 2025, and Pinstripes Holdings, Inc. (NYSE: PNST), an experiential dining and entertainment brand, from 2024 to 2025. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive financial expertise, including in capital markets transactions, financial reporting, and internal controls |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep understanding of the insurance industry gained through her experience as the Chief Financial Officer of a large global insurance organization |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Substantial expertise in key areas such as financial planning and reporting, operations, risk management, treasury management, mergers and acquisitions, information technology, and tax and regulatory compliance enables her to provide valuable insights on issues critical to the Board’s oversight of our business, strategy, and operations |
Specific Qualifications, Attributes, Skills, and Experience
| GATX CORPORATION - 2026 Proxy Statement | 25 |
Specific Qualifications, Attributes, Skills, and Experience
| Anne L. Arvia | | | | Years of Service: 17 Age: 63 Board Committees: Audit, Compensation, Governance (Chair) Ms. Arvia currently serves as a strategic bank advisor to Cornerstone Advisors, LLC, a management and technology consultancy firm for banks, credit unions and fintech firms, a position she has held since January 2026. Prior to that role, she served as Principal, Strategic Transformation and Program Management, at Cornerstone beginning in April 2023. Prior to Cornerstone, Ms. Arvia worked as a strategic bank advisor beginning in May 2022. Ms. Arvia served as Executive Vice President, Banking and Financial Services of The Auto Club Group and President and CEO of The Auto Club Trust, from September 2018 to April 2022. She served as Acting President of USAA Bank from 2016 to 2017 and as USAA Bank’s Senior Vice President and Managing Director from 2015 to 2017. Before joining USAA, Ms. Arvia held various leadership roles at Nationwide Mutual Insurance Company from 2006 to 2015, including President of Nationwide Direct Distribution and Chief Executive Officer of Nationwide Bank. Earlier in her career, she served as President and Chief Executive Officer of ShoreBank, a community development and environmental bank, and worked at Crowe LLP, a global audit and consulting firm. Ms. Arvia also serves on the Board of Directors of First Financial Bancorp (NASDAQ: FFBC), a regional bank headquartered in Cincinnati, Ohio. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep understanding of auditing, accounting standards, and financial reporting rules and regulations |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Wealth of experience in investment, strategic transformation, operations, risk management, and financial matters gained through her many years of leading businesses in the financial services sector |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Qualified as a Certified Public Accountant |
Specific Qualifications, Attributes, Skills, and Experience
| 26 | GATX CORPORATION - 2026 Proxy Statement |
Specific Qualifications, Attributes, Skills, and Experience
| Shelley J. Bausch | | | | Years of Service: 2 Age: 60 Board Committees: Audit, Governance Ms. Bausch served as President, Global Industrial Coatings of Axalta Coating Systems Ltd., a leading global manufacturer, marketer and distributor of high-performance coatings systems, from January 2021 to March 2025. Prior to Axalta, she led the Asia Pacific region and the Fluid Technologies business unit for Carlisle Companies Incorporated, a leading supplier of building envelope products. Before joining Carlisle in 2017, Ms. Bausch managed the Global Industrial Coatings business for PPG Industries, Inc., a global producer of paints, coatings and specialty materials. Ms. Bausch started her career with 25 years at Dow Corning Corporation, holding a variety of commercial roles with increasing responsibilities. Ms. Bausch also serves on the board of directors of Kennametal Inc. (NYSE: KMT), a global provider of materials, tools and wear-resistant solutions, and she previously served on the board of directors of the Kraton Corporation (NYSE: KRA), a leading chemical manufacturer, from 2017 to 2022. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive experience leading international business across industries |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Wealth of experience in transforming business models, including through disruptive innovation |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive commercial expertise, including in e-commerce and marketing |
Specific Qualifications, Attributes, Skills, and Experience
| John M. Holmes | | | | Years of Service: 2 Age: 49 Board Committees: Audit Mr. Holmes is Chairman, President and Chief Executive Officer of AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government customers. Mr. Holmes has served as AAR’s President since June 2017, CEO since June 2018 and Chairman since January 2023. Mr. Holmes joined AAR in 2001 as Director of Mergers and Acquisitions and became General Manager of AAR’s parts trading business in 2003. He progressively assumed roles of increasing responsibility of other businesses that comprise Aviation Services with a focus on achieving growth and operational efficiencies. Prior to joining AAR, Mr. Holmes worked in investment banking and private equity. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive knowledge of the global aviation industry from over two decades in leadership roles at AAR CORP. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Operational expertise and deep international business experience |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive experience in finance and transactions from certain roles at AAR and also from his prior positions in investment banking and private equity |
Specific Qualifications, Attributes, Skills, and Experience
| GATX CORPORATION - 2026 Proxy Statement | 27 |
Specific Qualifications, Attributes, Skills, and Experience
| Robert C. Lyons | | | | Years of Board Service: 4 Age: 62 President and Chief Executive Officer Mr. Lyons was elected as President and Chief Executive Officer and as a director of GATX Corporation in April 2022, after having served as our Executive Vice President and President, Rail North America since August 2018. Previously, Mr. Lyons served as our Executive Vice President and Chief Financial Officer from 2012 to 2018, Senior Vice President and Chief Financial Officer from 2007 to 2012, Vice President and Chief Financial Officer from 2004 to 2007, Vice President, Investor Relations from 2000 to 2004, Project Manager, Corporate Finance from 1998 to 2000, and Director of Investor Relations from 1996 to 1998. Mr. Lyons has served as a director of Packaging Corporation of America (NYSE: PKG) since 2011. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep knowledge of our core railcar leasing business gained through his leadership role as President of Rail North America |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Substantial transportation industry experience, including in aircraft spare engine leasing |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive expertise in capital market transactions, mergers and acquisitions, expansion of asset portfolios, operations, and business strategy |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Strategic leadership skills and expertise consistently demonstrated in various roles during his long tenure at GATX |
Specific Qualifications, Attributes, Skills, and Experience
| James B. Ream | | | | Years of Service: 17 Age: 70 Chair of the Board of Directors Board Committees: None Mr. Ream served as Senior Vice President – Operations of American Airlines from 2012 to 2014 and as its Senior Vice President, Maintenance and Engineering from 2010 to 2012. Prior to that, Mr. Ream served as Chief Executive Officer of ExpressJet Holdings, Inc., an operator of regional jets in North America, from 2001 to 2010, and as President of ExpressJet from 1999 to 2010. Prior to joining ExpressJet, Mr. Ream held various positions of increasing responsibility with Continental Airlines and American Airlines. Mr. Ream was a director of ExpressJet Holdings, Inc. from 2002 to 2010. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Significant experience in management, strategy, finance, and operations gained through his various senior executive roles in the transportation industry, including as Chief Executive Officer of ExpressJet Holdings, Inc. |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep experience in financing, management, maintenance, customer relations, regulatory issues, and operations of large fleets of transportation assets |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive financial, accounting, and risk management expertise |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Enhanced perspectives on corporate governance, risk management, and other issues applicable to public companies |
Specific Qualifications, Attributes, Skills, and Experience
| 28 | GATX CORPORATION - 2026 Proxy Statement |
Specific Qualifications, Attributes, Skills, and Experience
| Adam L. Stanley | | | | Years of Service: 6 Age: 52 Board Committees: Compensation (Chair), Governance Mr. Stanley retired as Executive Vice President and Chief Digital and Technology Officer of Cushman & Wakefield plc, a global provider of commercial real estate services, in January 2022. After retirement, he served as the Chief Experience Officer at Teach for America, Inc., a non-profit organization that seeks to overcome education inequality, from January 2022 until January 2023. He continues to serve as a strategic advisor to nonprofits and company employee resource groups and he co-owns AT Real Estate Group LLC, a residential real estate brokerage firm. Prior to joining Cushman & Wakefield in 2014, Mr. Stanley was the Technology and Security Services Officer at Aviva Corporation, a multinational insurance company headquartered in London, from 2011 to 2012, and the Global Chief Technology Officer at Aon Corporation from 2008 to 2011. Mr. Stanley joined Aon from ABN AMRO LaSalle Bank, where he held various positions including Head of North America Technology Services and Solutions, and began his career in 1995 at Deloitte & Touche LLP. Mr. Stanley also serves on the Board of Directors of Church Mutual Insurance Company, S.I., an insurance provider for churches and other nonprofits, and on the Board of Trustees of the UBS Trumbull Property Fund. Mr. Stanley is NACD Directorship Certified®. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep experience in information technology systems, security, data, and digital transformation |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive human capital management and process integration expertise |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Significant financial and risk management skills and experience |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Far-reaching exposure to global business markets and mergers and acquisitions |
Specific Qualifications, Attributes, Skills, and Experience
| GATX CORPORATION - 2026 Proxy Statement | 29 |
Specific Qualifications, Attributes, Skills, and Experience
| Robert S. Wetherbee | | | | Years of Service: <1 Age: 66 Board Committees: Audit, Compensation Mr. Wetherbee is currently the outgoing Executive Chairman of the Board of Directors of ATI Inc. (NYSE: ATI), a producer of high-performance materials and critical applications for the aerospace, defense, and other industries, a position he has held since July 2024. He previously served as President and Chief Executive Officer of ATI from January 2019 to July 2024. Mr. Wetherbee has been a member of the ATI Board of Directors since January 2019 and was first named board chair in May 2021. He joined ATI in 2010, holding a variety of roles with increasing responsibility. His professional career has also included serving as President & Chief Executive Officer at Minerals Technologies, Inc., a global specialty minerals company, and holding various leadership roles at Alcoa Corporation, a global industry leader in aluminum and related products. Mr. Wetherbee currently serves on the board of directors of Commercial Metals Company (NYSE: CMC), a steel and metal products business, where he has been Chairman of the Board since September 2024. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Strong experience in executive leadership and business development, with demonstrated track record of achieving growth and driving market share |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Substantial background in strategic planning and public company governance as a result of serving as chairman of the board of two publicly-traded companies |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Extensive experience with respect to mergers and acquisitions, operational matters, implementation of new technologies, and value creating initiatives |
Specific Qualifications, Attributes, Skills, and Experience
| 30 | GATX CORPORATION - 2026 Proxy Statement |
Specific Qualifications, Attributes, Skills, and Experience
| Paul G. Yovovich | | | | Years of Service: 13 Age: 72 Board Committees: Compensation, Governance Mr. Yovovich is a private investor, and until December 2023, he served as a principal of Lake Capital, a private equity firm he co-founded in 1998. He has over 40 years of experience as a senior executive, principal and corporate director, including serving as President of Advance Ross Corporation from 1993 to 1996 and in various executive positions with Centel Corporation from 1982 to 1992. |
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
Specific Qualifications, Attributes, Skills, and Experience
| ● | Broad strategic, operating, financial, accounting, regulatory, and business management experience gained through his more than 40 years of experience as a senior executive, principal, and corporate director |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Qualified as a Certified Public Accountant |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Significant experience in technology and data security issues |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Deep expertise in transactional, investment, and capital markets matters, as well as fostering growth and value creation, through his many years as an executive and as a private equity professional |
Specific Qualifications, Attributes, Skills, and Experience
| ● | Substantial corporate governance expertise gained through his experience on serving on public and private company boards of directors |
Specific Qualifications, Attributes, Skills, and Experience
| GATX CORPORATION - 2026 Proxy Statement | 31 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee, with assistance from Pay Governance, reviews and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. GATX’s non-employee director compensation program is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort, expertise, and accountability required of active Board membership. Mr. Lyons receives no director compensation for his service on the Board. The Company’s non-employee director compensation program for 2025 consisted of the elements and amounts shown in the table below:
Our Non-Employee Director Compensation Program
Our Non-Employee Director Compensation Program
Our Non-Employee Director Compensation Program
| | Current Annual | | Type of Fee | Fee Amount ($) | | - Cash Retainer | 90,000 | | - Equity Retainer – Restricted Stock Units (“RSUs”) | 135,000 | | - Non-Executive Chair of the Board | 75,000 | | - Audit Committee Chair | 22,500 | | - Compensation Committee Chair | 17,500 | | - Governance Committee Chair | 15,000 |
Our Non-Employee Director Compensation Program
Based on the results of a market study regarding director compensation conducted under the direction of the Compensation Committee, effective January 1, 2026, the annual equity retainer for Board service was increased to $145,000 and the additional annual cash retainer for serving as the non-executive Chair of the Board was increased to $85,000. We offer a Directors’ Voluntary Deferred Fee Plan (the “Deferred Fee Plan”) in which non-employee directors may defer receipt of all (but not less than all) of their cash retainer and other cash fees in the form of deferred RSUs and all (but not less than all) of their equity retainer. The equity retainer is issued as an RSU award on the date of the annual meeting and vests in full and (unless deferred per a deferral election under the Deferred Fee Plan) is settled in shares of GATX common stock on the date of the first annual meeting of shareholders at which directors are elected following the grant date, subject to the director’s continued service through such date. Directors who are initially appointed or elected on a date other than the date of an annual shareholders’ meeting receive a prorated award based on the time period elapsed since the most recent annual shareholders’ meeting. Prior to 2025, directors could defer all or a portion of their cash retainer and cash fees into either a deferred cash account or deferred RSUs (or, prior to April 2022, deferred phantom stock units). If a deferral was into the deferred cash account, the deferred amount accrues interest at a rate equal to the 20-year US government bond rate. Prior to April 2022, each non-employee director also received automatic quarterly awards of deferred phantom stock units under the Directors’ Phantom Stock Plan for both cash deferrals and the equity retainer. For RSUs which are not deferred under the Deferred Fee Plan, dividend equivalents accrue each quarter, and such accrued dividend equivalents are paid in cash at vesting. Deferred RSUs and deferred phantom stock units are credited with additional deferred RSUs or phantom stock units representing dividends declared on GATX common stock each quarter based on the date such dividend is paid. At the expiration of each director’s service on the Board, settlement of deferred RSUs and deferred phantom stock units is made in shares of common stock equal to the number of RSUs (or phantom stock units, as applicable) then credited to his or her account in accordance with his or her election/distribution forms on file. Any fractional units are paid in cash. The Directors’ Phantom Stock Plan was frozen to new contributions effective April 22, 2022, but that plan continues to govern phantom stock unit deferrals prior to that date. The stock ownership goal for non-employee directors is 5.0 times the annual cash retainer. New directors have five years following election to the Board to achieve this ownership goal. All of our non-employee directors are in compliance with this ownership policy.
Our Non-Employee Director Compensation Program
| 32 | GATX CORPORATION - 2026 Proxy Statement |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
| | Fees earned | Stock | | | | or paid in cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | (a) | (b) | (c) | (d) | | Diane M. Aigotti | 112,500 | 134,936 | 247,436 | | Anne L. Arvia | 105,000 | 134,936 | 239,936 | | Shelley J. Bausch | 90,000 | 134,936 | 224,936 | | John M. Holmes | 90,000 | 134,936 | 224,936 | | James B. Ream | 165,000 | 134,936 | 299,936 | | Adam L. Stanley | 101,962 | 134,936 | 236,898 | | David S. Sutherland(4) | 35,833 | — | 35,833 | | Robert S. Wetherbee | 42,147 | 105,798 | 147,945 | | Paul G. Yovovich | 90,000 | 134,936 | 224,936 |
2025 Non-Employee Director Compensation
| (1) Under the Deferred Fee Plan, each of Ms. Bausch and Mr. Holmes deferred their full cash retainer for 2025 into deferred RSUs. |
2025 Non-Employee Director Compensation
| (2) Each of Ms. Aigotti, Ms. Arvia, Ms. Bausch, Mr. Holmes, Mr. Ream, Mr. Stanley, and Mr. Yovovich received an equity grant of 943 RSUs with a grant date target value of $135,000 on April 25, 2025. Mr. Wetherbee was appointed as a board member on July 13, 2025 and received a prorated equity grant of 669 RSUs with a grant date target value of $105,781 on that date. These RSUs will vest in full and be paid in shares of GATX common stock on the date of the first annual meeting of shareholders at which directors are elected following the grant date, subject to the director’s continued service through such date, if not deferred per a deferral election. Under the Deferred Fee Plan, each of Ms. Aigotti, Ms. Bausch, Mr. Holmes, and Mr. Ream deferred their full equity retainer for 2025. The amounts shown in column (c) represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2025, in accordance with Accounting Standards Codification (ASC) Topic No. 718, Compensation - Stock Compensation. Assumptions used to calculate these amounts are included in the Notes to the Company's audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
2025 Non-Employee Director Compensation
| (3) The aggregate number of RSUs and phantom stock units held on December 31, 2025 by each non-employee director was: Ms. Aigotti (18,964), Ms. Arvia (32,781), Ms. Bausch (3,170), Mr. Holmes (3,324), Mr. Ream (43,251), Mr. Stanley (8,613), Mr. Sutherland (76,024), Mr. Wetherbee (669), and Mr. Yovovich (35,965). |
2025 Non-Employee Director Compensation
| (4) Mr. Sutherland retired from the Board effective April 25, 2025. |
2025 Non-Employee Director Compensation
| GATX CORPORATION - 2026 Proxy Statement | 33 |
2025 Non-Employee Director Compensation
PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION We are seeking your approval, on a non-binding advisory basis, of the compensation of our NEOs as described in the Compensation Discussion and Analysis below. We believe that we have designed compensation programs that pay for performance and align compensation with the long-term interests of our shareholders. In deciding how you vote on this proposal, we encourage you to read the Compensation Discussion and Analysis for a full description of our executive compensation philosophy and programs, the decisions our Compensation Committee has made under those programs, and the factors it considers in making those decisions. We value the feedback provided by our shareholders, who approved our executive compensation program at the 2025 Annual Meeting of Shareholders by a favorable vote of approximately 98%. We have discussions with many of our shareholders on an ongoing basis regarding various topics, including executive compensation, and we take into account the views of shareholders regarding the design and effectiveness of our executive compensation program. Shareholders are being asked to approve the following resolution at the Annual Meeting: “RESOLVED, that the shareholders of GATX Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, and the Executive Compensation Tables, together with the narrative discussion related thereto.”
Short-Term Incentive Awards
Short-Term Incentive Awards
Annual Incentive Awards
Annual Incentive Awards Process for Setting Annual Incentive Targets. Target incentive opportunities for NEOs are expressed as a percentage of base salary and are intended to be competitive with the market. Please see —Process for Determining Executive Compensation—The Determination of Market Competitive Pay below for a description of how we determine competitive pay levels. In 2025, Mr. Lyons’s target incentive opportunity was 100% of his earned base salary, and the target incentive opportunities for our other NEOs were 70% of earned base salary for each of Mr. Ellman and Mr. Titterton and 55% of earned base salary for each of Mr. Glassberg and Ms. Nero. Annual Incentive Plan Design. For annual incentive award purposes, we use net income, excluding tax adjustments and other items (non-GAAP). For a reconciliation of net income, excluding tax adjustments and other items (non-GAAP), to net income calculated in accordance with GAAP, please see Exhibit A to this Proxy Statement. Our NEOs earn their annual incentive awards based on achievement against targeted net income established from a financial plan which is reviewed by the full Board. The Compensation Committee has chosen net income as the goal because it provides executives with a strong incentive to increase our profitability. Please see —Market Assessment and Goal Setting above for a discussion of how the Compensation Committee selects performance measures and designs annual performance goals. The performance metrics and payout levels are generally established at the beginning of each year by the Compensation Committee with input from the independent consultant and management. 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 general economic conditions and the outlook for GATX and its industry in particular. This process is essentially reversed to establish the threshold or minimum performance level, defined as the level of financial performance below which no incentive is payable.
Annual Incentive Awards
| GATX CORPORATION - 2026 Proxy Statement | 49 |
Annual Incentive Awards
| ● | 2025 Annual Incentive Plan Design. As described above, at the time of budgeting and forecasting, we anticipated continued improvement in 2025 based on solid demand for existing railcars and a favorable environment for railcar lease renewals at Rail North America, ongoing earnings growth in Rail International, robust demand for global air travel, and attractive investment opportunities across our global businesses. As a result of these factors, we expected GATX’s total net income in 2025 to increase approximately $40 million from the prior year’s budget. During its review of the budget and business forecasts over multiple meetings, the Compensation Committee sought to set a target for our NEOs that would be appropriately rigorous and challenging, given these market tailwinds. The Compensation Committee set the 2025 net income target at $311.2 million, which was the budgeted net income for the year. |
Annual Incentive Awards
The goals and payout levels under the 2025 annual incentive plan design, which are tied to fully quantitative, objective metrics, are shown in the following table:
Annual Incentive Awards
| 2025 Annual Incentive Plan Design | | | | | | Net Income, excluding | | | | | tax adjustments and | | | | | other items | | | | | (non-GAAP) | Achievement | | | | (Millions) | (Actual/Budget) | Payout | | Threshold | $249.0 | 80% | 80% | | Target (Goal) | $311.2 | 100% | 100% | | Maximum | $497.9 | 160% | 170% |
Annual Incentive Awards
The payout scale between threshold and target is linear. The payout scale between target and maximum, rather than linear, is a pre-approved flattened curve followed by an increasingly steepened curve, in order to increasingly incentivize higher performance.
Annual Incentive Awards
| ● | 2025 Annual Incentive Plan Payouts. Net income, excluding tax adjustments and other items (non-GAAP), for 2025 was $319.8 million, which was 102.8% of the target net income level of performance. Based on the targets illustrated above and the pre-set payout scale, this level of performance resulted in incentive payouts to our NEOs of 102.1% of their target award levels. The Compensation Committee determined Ms. Nero’s payout percentage would be 127.1% of target in light of her contributions to talent and recruitment efforts relating to the Wells Fargo Transaction. |
Long-Term Equity-Based Incentive Awards
Long-Term Equity-Based Incentive Awards
Process for Granting Awards
Process for Granting Awards We set target long-term incentive opportunities for our NEOs to be competitive with the market. Long-term incentive target values for our NEOs are generally set with the goal to provide total direct compensation opportunities generally between the 50th and 75th percentiles based on market survey data of companies of similar revenue size to GATX, as described in more detail under —Process for Determining Executive Compensation—The Determination of Market Competitive Pay below. The Compensation Committee generally establishes an NEO’s target long-term incentive value for each year within this range based on its evaluation of individual performance and responsibilities and overall leadership within the organization. The value of the regular, annual long-term incentive awards to each NEO is divided equally between NQSOs and performance shares. We chose this combination of grant types because it focuses executive attention on total shareholder return and on specific financial goals, both of which are essential to our long-term success. Annual long-term incentive awards are granted to our NEOs during the first quarter of each calendar year. We grant NQSOs to NEOs at the same time we grant them to other employees. NQSOs vest ratably over a three-year period and expire seven years after the grant date. The NQSOs granted to the NEOs on January 30, 2025 will vest in three equal installments on January 30 of 2026, 2027, and 2028. Please see Executive Compensation Tables—Option Grant Practices below for additional required information about our policies and practices related to the grant and timing of stock option awards.
Award Types and How Each Fits into Our Program
Award Types and How Each Fits into Our Program Non-Qualified Stock Options. NQSOs are granted to align the interests of our NEOs and other employees with our shareholders. NQSOs are granted at an exercise price equal to fair market value of our common stock (the average of the high and low trading prices on the date of grant) as approved by the Compensation Committee. Because TSR is composed of stock price appreciation and dividends, dividend equivalents are attached to NQSOs. We believe that rewarding both components of shareholder return better aligns management and shareholder interests. Dividend equivalents accrue until vesting and are paid in cash each quarter thereafter until the NQSO is exercised or expires. Because the value of dividend equivalents is fully factored into the determination of grant size, the number of NQSOs granted is correspondingly smaller than it would be if dividend equivalents were not attached because the value of each NQSO is higher. Performance Shares. Performance shares are designed to focus attention on, and to reward the achievement of, our long-term financial and strategic objectives. The Compensation Committee establishes the goals for which the performance shares may be earned at the beginning of a three-year performance period rather than annually. At the end of the performance period, a percentage ranging from 0% to 200% of the number of performance shares initially awarded will be earned based on the extent to which the three-year goals are achieved. Each earned performance share equals one share of our common stock at the end of the performance period, with payment of earned performance shares generally made in the form of GATX common stock.
Award Types and How Each Fits into Our Program
| ● | Performance Metrics Design. Performance shares are earned based on achievement of two equally weighted measures of three-year average LTI-adjusted return on equity (non-GAAP) (return measure) and three-year cumulative investment volume (growth measure). |
Award Types and How Each Fits into Our Program
| ● | Dividends Paid Only on Performance Shares Earned. Accumulated dividend equivalents are paid in cash on performance shares, only if earned, at the end of the performance period once the underlying awards vest and are settled. |
Award Types and How Each Fits into Our Program
| ● | Cash Election Feature. Participants have the opportunity to elect to receive their performance share payout in the form of cash if the participant meets one of two conditions: (1) the participant has exceeded 150% of his or her stock ownership goal or (2) the participant is within five years of normal retirement age (65) under the Company’s pension plan. This election must be made no later than the determination date for the performance period. The cash value is determined based on the number of performance shares earned multiplied by the fair market value of GATX stock on the day the award is earned. This optional cash election feature was implemented to address the accumulation of high concentrations of GATX stock beyond the required stock ownership requirements and limited opportunities for our NEOs to diversify due to restrictions related to the trading of GATX stock, such as insider trading blackouts. As such, the Compensation Committee believes that there should be an appropriate balance between our compensation programs and philosophy and the participants’ needs for moderate and transparent diversification as they approach retirement. |
Award Types and How Each Fits into Our Program
Restricted Stock Units. RSUs vest based solely on continued employment and are designed to recognize and incentivize employees by providing equity value if the individual remains employed through the vesting date. RSUs have not historically been a part of our executive compensation program, and none of our NEOs received an RSU grant in 2025.
2025-2027 Performance Share Measures and Goal Setting
2025-2027 Performance Share Measures and Goal Setting
Design
| ● | Three-year average LTI-adjusted return on equity (non-GAAP) (return measure) |
Rationale
Rationale The Compensation Committee determined the long-term incentive program should continue to be based upon these performance measures for the 2025-2027 period as it believes these measures establish an appropriate balance between achieving a meaningful return for shareholders while following a disciplined investment strategy. As stated above, we establish our growth and return objectives depending on where we are in the business cycle. When the market is stronger and asset prices are high, we employ several strategies to maximize returns while investing prudently. When the market is weaker and asset prices are reduced, we emphasize making prudent investments at attractive prices over attempting to earn an unsustainably high short-term return. We believe that a single-minded focus on achieving growth over return, or vice versa, at the wrong points in the cycle is likely to impair shareholder value over the longer term. The LTI-adjusted return on equity (non-GAAP) and cumulative investment targets, which are quantitative, objective metrics, for the 2025-2027 performance period were set in the first quarter of 2025. Consistent with our objective of striking an appropriate balance between our growth and return objectives, the Compensation Committee set the LTI-adjusted return on equity (non-GAAP) target for the 2025-2027 performance period at 11.3%, which is the budgeted amount and up slightly from the prior year’s three-year plan target, and the cumulative investment volume target for the 2025-2027 performance period at $3.57 billion, which is the budgeted amount and down from the prior year’s three-year plan target.
2025 Long-Term Incentive Payouts
2025 Long-Term Incentive Payouts The performance shares granted in 2023 vested at the end of 2025. Each target award was based 50% on a three-year average LTI-adjusted return on equity (non-GAAP) goal and 50% on a three-year cumulative investment volume goal. The goals and payout levels under the 2023-2025 performance share plan are indicated in the following table:
Performance Share Plan Design
Performance Share Plan Design
Performance Share Plan Design
| LTI-Adjusted Return on Equity (non-GAAP)(1) | | | | | Average | | | | Three-Year | | | | LTI-Adjusted | | | | ROE (non-GAAP) | Payout | | Threshold | 7.6% | 25% | | Target (Goal) | 10.8% | 100% | | Maximum | 15.1% | 200% |
Performance Share Plan Design
| (1) For performance share plan purposes, we use LTI-adjusted return on equity (non-GAAP), which excludes accumulated other comprehensive loss from the equity component for each year. Please see Exhibit A of this Proxy Statement for a reconciliation of LTI-adjusted return on equity (non-GAAP), as calculated for performance share purposes, to return on equity calculated in accordance with GAAP as reported in our financial statements. |
Performance Share Plan Design
| Investment Volume | | | | | Three-Year | | | | Cumulative | | | | Investment | | | | Volume (billions) | Payout | | Threshold | $2.24 | 25% | | Target (Goal) | $3.19 | 100% | | Maximum | $5.74 | 200% |
Performance Share Plan Design
As discussed above, the three-year average LTI-adjusted return on equity (non-GAAP) for the period was 11.5%, which was higher than the goal of 10.8%, and the cumulative investment volume for the period was $4.66 billion, which was higher than the goal of $3.19 billion. Based on these results, performance share payouts were 136.1% of target. Each of Mr. Lyons, Mr. Ellman, and Mr. Titterton elected to receive their performance share payouts in the form of cash. For more details regarding the 2023-2025 performance share payments to the NEOs, please see the Executive Compensation Tables—Option Exercises and Stock Vested Table below.
Employee Benefits – Severance – Double-Trigger Vesting
Employee Benefits – Severance – Double-Trigger Vesting
Executive Severance Plan
Executive Severance Plan In February 2023, following a market review and consultation with Pay Governance, our Compensation Committee adopted an Executive Severance Plan for our eligible executives located in the United States, including our NEOs. Pursuant to the Executive Severance Plan, participants will be eligible to receive the following severance benefits upon a qualifying termination, including in connection with a change of control (“COC”) of the Company.
Executive Severance Plan
| Executive Benefit | Termination other than for “cause” not in connection with a COC | Termination other than for “cause” or for “good reason” during the period ending 24 months following a COC | | Base Salary | Lump sum payment equal to the executive’s base salary for the specified period depending on position: ● 24 months (Chief Executive Officer) ● 18 months (Executive Vice President) ● 12 months (Senior Vice President) | Lump sum payment equal to the executive’s base salary for the specified period depending on position: ● 36 months (Chief Executive Officer) ● 24 months (Executive Vice President) ● 18 months (Senior Vice President) | | Annual Bonus | Lump sum payment equal to a multiple of the executive’s target bonus: ● 2x (Chief Executive Officer) ● 1.5x (Executive Vice President) ● 1x (Senior Vice President) | Lump sum payment equal to a multiple of the executive’s target bonus: ● 3x (Chief Executive Officer) ● 2x (Executive Vice President) ● 1.5x (Senior Vice President) | | Prorated Bonus | Lump sum payment equal to executive’s annual bonus for the year in which the termination occurs, based on the Company’s actual performance, and based on 100% achievement of any individual performance goals, prorated for the period of time through the termination date. | Lump sum payment equal to executive’s target bonus for the year in which the termination occurs, prorated for the period of time through the termination date. | | Prior Year Bonus | Lump sum payment equal to the executive’s earned prior year bonus, if unpaid. | | | COBRA Premiums | Continued COBRA premiums for the duration of the severance period. | | | Outplacement Services | Company-paid outplacement services up to $25,000 for a period of 12 months following the termination date. | | | Employee Assistance Program | Continued use of the Company’s Employee Assistance Program during the 90-day period following the termination date. | | | Tuition Reimbursement | Tuition reimbursement for classes in which the executive was enrolled in as of the termination date. | |
Executive Severance Plan
The executive’s receipt of any severance benefits is subject to the executive signing a general release of claims in favor of the Company. Pursuant to the terms of the Executive Severance Plan, our NEOs will not be eligible for benefits under the plan to the extent they are a party to an existing COC agreement and would receive equal or greater benefits under such agreement as a result of any termination.
Change of Control Agreements
Change of Control Agreements Prior to the adoption of our Executive Severance Plan, when an individual became an executive officer, the individual executed a COC agreement with the Company that provides certain benefits if employment is terminated in connection with a COC. This protection is provided for competitive reasons and to ensure the stability, continuity, and impartiality of our executives in a COC situation. The level of protection provided is intended to be similar to that provided by similarly sized organizations. These existing COC agreements remain in force, including for all NEOs, but individual COC agreements are no longer offered to new executive officers.
Change of Control Agreements
| 54 | GATX CORPORATION - 2026 Proxy Statement |
Change of Control Agreements
These 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. For a description of the key terms of these agreements, please see the Executive Compensation Tables—Potential Payments upon Termination or Change of Control Table—Key Provisions of the COC Agreements below. NEOs are not entitled to any tax “gross up” in respect of excise taxes, if any, that might arise under the “golden parachute” sections of the federal income tax law (Sections 280G and 4999 of the Internal Revenue Code (the “Code”)), and may be subject to a reduction in benefits if any such excise tax were applicable and the reduced benefit would maximize the after-tax payment to the NEO.
Double-Trigger Equity Vesting
Double-Trigger Equity Vesting The vesting of equity awards upon a COC is determined under the GATX Corporation Amended and Restated 2012 Incentive Award Plan and related grant agreements. These terms apply to all employees who receive long-term incentive awards. In addition, all grant agreements require both a COC event and an executive’s actual or constructive termination before vesting is accelerated.
The Determination of Market Competitive Pay
The Determination of Market Competitive Pay We structured our 2025 executive compensation program to provide total direct compensation opportunities generally between the 50th and 75th percentiles based on market survey data of companies of similar revenue size to GATX (which we refer to as “competitive” or “market” pay levels throughout this Compensation Discussion and Analysis). GATX is larger in scope (revenues, assets, etc.) in general than the median of the data sources available, as more fully described below. Because we have no direct peers in the railcar leasing business for which relevant compensation data is available, gathering information on competitive pay levels with precision for our particular industry is not possible. Instead, the Compensation Committee, with assistance from our human resources staff and the independent compensation consultant, regularly reviews information on pay for executives as reported in national compensation surveys such as those published by Aon and Willis Towers Watson for organizations of similar revenue as ours. For the assessment of 2025 executive compensation, these surveys included general, non-company specific compensation information, on an aggregate basis, for public companies with annual revenues between $1-3 billion. We used these surveys to better understand current compensation practices at other companies of similar revenue size and as a data point to assist us in meeting our goal of having the various elements of compensation be market-competitive. The Compensation Committee did not receive individual company information for any of the companies included in the surveys. While these surveys were a starting point for our compensation review process for 2025 executive compensation, actual compensation decisions with respect to specific individuals are influenced by a variety of factors in addition to the surveys, including experience, tenure, skills, unique responsibilities, individual performance, and our specific talent requirements.
The Determination of Market Competitive Pay
| GATX CORPORATION - 2026 Proxy Statement | 55 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | | | | Change in | | | | | | | | | | | | | Pension Value | | | | | | | | | | | | | and Non- | | | | | | | | | | | | Non-Equity | Qualified | | | Total | | | | | | | | | Incentive | Deferred | | | Without | | | | | | | Stock | Option | Plan | Compensation | All Other | | Change in | | | Name and | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | | Pension | | | Principal Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(2) | ($)(4) | ($)(5) | ($)(6) | Total ($) | Value ($)(7) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | (k) | | Robert C. Lyons | 2025 | 991,667 | — | 2,281,830 | 2,302,105 | 1,012,093 | 1,564,936 | 25,750 | 8,178,380 | | 6,613,444 | | President and | 2024 | 936,667 | — | 2,058,899 | 2,021,463 | 979,001 | 835,080 | 15,525 | 6,846,635 | | 6,011,555 | | Chief Executive Officer | 2023 | 858,333 | — | 1,809,082 | 1,794,322 | 919,015 | 1,081,846 | 9,900 | 6,472,498 | | 5,390,652 | | Thomas A. Ellman | 2025 | 637,583 | 450,000 | 721,278 | 729,575 | 455,502 | 485,641 | 15,750 | 3,495,329 | | 3,009,688 | | Executive Vice President | 2024 | 618,483 | — | 700,633 | 687,388 | 452,507 | 44,695 | 15,525 | 2,519,231 | | 2,474,536 | | and Chief Financial | 2023 | 596,583 | — | 619,642 | 615,900 | 447,133 | 507,862 | 9,900 | 2,797,020 | | 2,289,158 | | Officer | | | | | | | | | | | | | Paul F. Titterton | 2025 | 625,000 | 450,000 | 636,519 | 640,843 | 446,511 | 390,427 | 15,750 | 3,205,050 | | 2,814,623 | | Executive Vice President | 2024 | 591,450 | — | 534,960 | 524,585 | 432,727 | 40,935 | 15,525 | 2,140,182 | | 2,099,247 | | and President, Rail North | 2023 | 544,750 | — | 387,418 | 385,964 | 408,284 | 322,757 | 9,900 | 2,059,073 | | 1,736,316 | | America | | | | | | | | | | | | | Brian L. Glassberg | 2025 | 461,250 | 450,000 | 305,795 | 305,633 | 258,913 | 70,800 | 15,750 | 1,868,141 | | 1,797,341 | | Executive Vice President, | 2024 | 441,667 | — | 280,759 | 275,860 | 253,896 | 43,700 | 15,525 | 1,311,406 | | 1,267,706 | | General Counsel and | 2023 | 400,000 | — | 232,224 | 229,936 | 235,554 | 45,048 | 9,900 | 1,152,662 | | 1,107,614 | | Secretary | | | | | | | | | | | | | Kim Nero | 2025 | 443,533 | — | 265,909 | 266,196 | 309,954 | 45,451 | 15,750 | 1,346,793 | | 1,301,342 | | Executive Vice President | 2024 | 430,250 | — | 266,847 | 262,293 | 247,333 | 30,152 | 15,525 | 1,252,400 | | 1,222,248 | | and Chief Human | 2023 | 415,000 | — | 242,419 | 242,254 | 244,387 | 29,531 | 9,900 | 1,183,491 | | 1,153,960 | | Resources Officer | | | | | | | | | | | |
Summary Compensation Table
| (1) The amount shown in this column for each of Mr. Ellman, Mr. Titterton, and Mr. Glassberg in 2025 represents the first and second installments of the cash performance award granted to these NEOs in connection with the Wells Fargo Transaction. See Compensation Discussion and Analysis—Detailed Compensation Discussion and Analysis—Short-Term Incentive Awards—Wells Fargo Transaction Awards above for more information. |
Summary Compensation Table
| (2) For awards granted under the GATX Corporation Amended and Restated 2012 Incentive Award Plan, amounts shown reflect the grant date fair market value of performance shares and stock options granted in the years shown, in accordance with ASC Topic No. 718, Compensation - Stock Compensation. |
Summary Compensation Table
| (3) In the event the performance shares granted in 2025 pay out at maximum value (i.e., 200% of target), the total grant date values for the 2025 grants of performance shares are as follows: Mr. Lyons ($4,563,660), Mr. Ellman ($1,442,555), Mr. Titterton ($1,273,038), Mr. Glassberg ($611,590), and Ms. Nero ($531,818). |
Summary Compensation Table
| (4) The amounts shown reflect the annual incentive awards earned by each NEO for the years shown. |
Summary Compensation Table
| (5) Change in pension value reflects the increase in the present value of the accumulated pension benefit during the years shown. The Pension Benefits Table shows the present value of the accumulated pension benefit as of December 31, 2025 and the assumptions used in the calculation of that value. We determined the December 31, 2025 present values using the same assumptions as previous years except that the interest rates used for discounting under ASC Topic No. 715, Compensation - Retirement Benefits, were 5.31% in 2025, 5.59% in 2024, and 4.95% in 2023. |
Summary Compensation Table
| (6) For Mr. Lyons in 2025, the amount shown reflects (a) matching 401(k) contributions and (b) a $10,000 charitable donation made by an affiliate of GAMCO Investors, Inc. to the John G. Shedd Aquarium in the name of Mr. Lyons in recognition of his induction into the GAMCO Management Hall of Fame in 2025. For each of the other NEOs in 2025, the amounts shown reflect matching 401(k) contributions made for such NEO. All other compensation excludes dividends on RSUs (if any), performance shares and NQSOs held by each NEO because those dividends are included in the grant date fair value amounts for stock and option awards as reported in columns (e) and (f) of the table above and in column (l) of the Grants of Plan-Based Awards Table. |
Summary Compensation Table
| (7) The amounts shown in this Total Without Change in Pension Value column represent total compensation, as determined under applicable SEC rules (column (j)), minus the amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (column (h)). The amounts shown in the Total Without Change in Pension Value column differ substantially from, and are not a substitute for, the amounts required to be reported in the Total column pursuant to SEC regulations. We are presenting this supplemental column to illustrate how the Compensation Committee views the annual compensation elements for the NEOs. While the Compensation Committee does review the table in its totality, we note that the change in pension value amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column does not reflect current compensation and represents the present value of an estimated stream of payments to be made following retirement. The methodology used to report the change in pension value under applicable accounting rules is sensitive to external variables such as assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that do not relate to our performance and are outside of the control of the Compensation Committee. |
Summary Compensation Table
| GATX CORPORATION - 2026 Proxy Statement | 57 |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
| | | | | | | | | | All Other | | | | | | | | | | | | All Other | Option | | Grant | | | | | | | | | | Stock Awards: | Awards: | Exercise | Date Fair | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number | Number of | or Base | Value of | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Shares | Securities | Price of | Stock | | | | Plan Awards(1) | | | Plan Awards(2) | | | of Stock | Underlying | Option | & Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#)(3) | Awards ($) | Awards ($)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Robert C. Lyons | | 793,332 | 991,665 | 1,685,831 | | | | | | | | | | 1/30/2025 | | | | | | | | 46,700 | 166.19 | 2,302,105 | | | 1/30/2025 | | | | 3,433 | 13,730 | 27,460 | | | | 2,281,830 | | Thomas A. Ellman | | 357,046 | 446,307 | 758,722 | | | | | | | | | | 1/30/2025 | | | | | | | | 14,800 | 166.19 | 729,575 | | | 1/30/2025 | | | | 1,085 | 4,340 | 8,680 | | | | 721,278 | | Paul F. Titterton | | 349,999 | 437,499 | 743,748 | | | | | | | | | | 1/30/2025 | | | | | | | | 13,000 | 166.19 | 640,843 | | | 1/30/2025 | | | | 958 | 3,830 | 7,660 | | | | 636,519 | | Brian L. Glassberg | | 202,950 | 253,688 | 431,270 | | | | | | | | | | 1/30/2025 | | | | | | | | 6,200 | 166.19 | 305,633 | | | 1/30/2025 | | | | 460 | 1,840 | 3,680 | | | | 305,795 | | Kim Nero | | 195,154 | 243,943 | 414,703 | | | | | | | | | | 1/30/2025 | | | | | | | | 5,400 | 166.19 | 266,196 | | | 1/30/2025 | | | | 400 | 1,600 | 3,200 | | | | 265,909 |
Grants of Plan-Based Awards Table
| (1) Amounts shown reflect target, threshold and maximum annual incentive payouts for 2025 under the GATX Corporate Officers’ Incentive Plan (“COIP”) based on the achievement of performance goals. Maximum amount represents 170% of target and threshold amounts represent 80% of target based on 2025 determinations. |
Grants of Plan-Based Awards Table
| (2) Amounts shown reflect the number of performance shares granted in 2025 under the GATX Corporation Amended and Restated 2012 Incentive Award Plan. The percentage of each performance share award that will be earned is based upon the achievement of two equally weighted performance goals: three-year average LTI-adjusted return on equity (non-GAAP) and three-year cumulative investment volume. |
Grants of Plan-Based Awards Table
| (3) The amounts shown reflect the number of NQSOs granted in 2025 under the GATX Corporation Amended and Restated 2012 Incentive Award Plan. |
Grants of Plan-Based Awards Table
| (4) The value of stock awards and option awards is determined using the aggregate grant date fair value computed in accordance with ASC 718 Compensation - Stock Compensation. |
Grants of Plan-Based Awards Table
| 58 | GATX CORPORATION - 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of our stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End Table
| | | | Equity | | | | | | | | | | | incentive | | | | | Equity incentive | Equity incentive | | | | | plan awards: | | | | Market | plan awards: | plan awards: | | | Number of | | Number of | | | Number | value | Number of | Market or | | | securities | Number of | securities | | | of shares | of shares | unearned | payout value of | | | underlying | securities | underlying | | | or units of | or units of | shares, units or | unearned | | | unexercised | underlying | unexercised | | | stock | stock | other rights | shares, units or | | | options | unexercised | unearned | Option | Option | that have | that have | that have | other rights | | | (#) | options (#) | options | Exercise | expiration | not vested | not vested | not vested | that have | | Name | Exercisable | Unexercisable | (#) | Price ($) | date | (#) | ($) | (#) | not vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j)(6) | | Robert C. Lyons | — | 46,700(1) | | 166.1930 | 1/30/2032 | | | 13,730(4) | 2,328,608 | | | 14,900 | 29,800(2) | | 126.4680 | 1/25/2031 | | | 16,280(5) | 2,761,088 | | | 29,133 | 14,567(3) | | 113.2800 | 1/26/2030 | | | | | | | 45,000 | | | 103.1500 | 1/28/2029 | | | | | | | 17,100 | | | 91.3600 | 1/29/2028 | | | | | | | 18,200 | | | 77.0700 | 1/31/2027 | | | | | | Thomas A. Ellman | — | 14,800(1) | | 166.1930 | 1/30/2032 | | | 4,340(4) | 736,064 | | | 5,066 | 10,134(2) | | 126.4680 | 1/25/2031 | | | 5,540(5) | 939,584 | | | 10,000 | 5,000(3) | | 113.2800 | 1/26/2030 | | | | | | | 17,200 | | | 103.1500 | 1/28/2029 | | | | | | | 17,100 | | | 91.3600 | 1/29/2028 | | | | | | | 18,200 | | | 77.0700 | 1/31/2027 | | | | | | Paul F. Titterton | — | 13,000(1) | | 166.1930 | 1/30/2032 | | | 3,830(4) | 649,568 | | | 3,866 | 7,734(2) | | 126.4680 | 1/25/2031 | | | 4,230(5) | 717,408 | | | 6,266 | 3,134(3) | | 113.2800 | 1/26/2030 | | | | | | | 10,100 | | | 103.1500 | 1/28/2029 | | | | | | Brian L. Glassberg | — | 6,200(1) | | 166.1930 | 1/30/2032 | | | 1,840(4) | 312,064 | | | 2,033 | 4,067(2) | | 126.4680 | 1/25/2031 | | | 2,200(5) | 373,120 | | | 3,733 | 1,867(3) | | 113.2800 | 1/26/2030 | | | | | | | 1,600 | | | 103.1500 | 1/28/2029 | | | | | | | 2,200 | | | 91.3600 | 1/29/2028 | | | | | | | 2,000 | | | 77.0700 | 1/31/2027 | | | | | | Kim Nero | — | 5,400(1) | | 166.1930 | 1/30/2032 | | | 1,600(4) | 271,360 | | | 1,933 | 3,867(2) | | 126.4680 | 1/25/2031 | | | 2,110(5) | 357,856 | | | 3,933 | 1,967(3) | | 113.2800 | 1/26/2030 | | | | | | | 6,800 | | | 103.1500 | 1/28/2029 | | | | | | | 5,300 | | | 98.1050 | 5/28/2028 | | | | |
Outstanding Equity Awards at Fiscal Year-End Table
| (1) NQSOs will vest in three equal annual installments on January 30, 2026, 2027, and 2028. |
Outstanding Equity Awards at Fiscal Year-End Table
| (2) 50% of the unexercisable NQSOs vested on January 25, 2026 and the remainder will vest on January 25, 2027. |
Outstanding Equity Awards at Fiscal Year-End Table
| (3) 100% of the unexercisable NQSOs vested on January 26, 2026. |
Outstanding Equity Awards at Fiscal Year-End Table
| (4) Amounts shown reflect the number of performance shares granted in 2025 at the target payout. A portion of target (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on December 31, 2027. |
Outstanding Equity Awards at Fiscal Year-End Table
| (5) Amounts shown reflect the number of performance shares granted in 2024 at the target payout. A portion of target (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on December 31, 2026. |
Outstanding Equity Awards at Fiscal Year-End Table
| (6) Market value of performance shares is based on the closing price of GATX common stock on the last trading day of the year, December 31, 2025, which was $169.60 per share. |
Outstanding Equity Awards at Fiscal Year-End Table
| GATX CORPORATION - 2026 Proxy Statement | 59 |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards(1)(2) | | | | Number of | | Number of | | | | shares | Value | shares | Value | | | acquired on | realized on | acquired on | realized on | | Name | exercise (#) | exercise ($) | vesting (#) | vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Robert C. Lyons | 18,500 | 1,753,967 | 21,735 | 4,191,051 | | Thomas A. Ellman | 18,500 | 1,589,587 | 7,445 | 1,435,582 | | | | | 2,970 | 490,496 | | Paul F. Titterton | 18,700 | 1,346,823 | 4,655 | 897,600 | | | | | 2,970 | 490,496 | | Brian L. Glassberg | — | — | 2,790 | 537,982 | | | | | 520 | 85,878 | | Kim Nero | — | — | 2,913 | 561,699 |
Option Exercises and Stock Vested Table
| (1) Amounts shown include the number and value of RSUs vested in 2025 and performance shares earned under the 2023-2025 performance period and as described in the Compensation Discussion and Analysis of this Proxy Statement. Although the 2023-2025 performance share plan achievement was determined after the calendar year end on February 18, 2026, such awards vested on December 31, 2025 and, accordingly, amounts are reported in the table above (and not in the Outstanding Equity Awards at Fiscal Year-End Table) to reflect the actual value earned in 2025 for the 2023-2025 performance period. The value of accrued dividend equivalents paid out in cash at vesting of RSUs, and at settlement of performance shares, is not included in column (e). |
Option Exercises and Stock Vested Table
| (2) Each of Mr. Lyons, Mr. Ellman, and Mr. Titterton elected to receive cash in lieu of shares upon the vesting of the 2023-2025 performance shares. The value of such cash payment is reflected in column (e). See Compensation Discussion and Analysis—Detailed Compensation Discussion and Analysis—2025 Long-Term Incentive Payouts above for more information. |
Pension Benefits Table
Pension Benefits Table Each of our NEOs participated in a defined benefit pension plan during the year ended December 31, 2025. The following table contains information about these plans that provide for payments or other benefits to our NEOs at, following, or in connection with retirement.
Pension Benefits Table
| | | Number of | Present value of | Payments | | | | years credited | accumulated | during last | | Name | Plan Name | service (#) | benefit ($) | fiscal year ($) | | (a) | (b) | (c) | (d)(1) | (e) | | Robert C. Lyons | GATX Non-Contributory Pension Plan for Salaried Employees | 29.3 | 1,379,997(2) | — | | | GATX Supplemental Retirement Plan | 29.3 | 5,844,328 | — | | Thomas A. Ellman | GATX Non-Contributory Pension Plan for Salaried Employees | 29.3 | 1,070,870(2) | — | | | GATX Supplemental Retirement Plan | 29.3 | 2,661,049 | — | | Paul F. Titterton | GATX Non-Contributory Pension Plan for Salaried Employees | 28.4 | 693,738(2) | — | | | GATX Supplemental Retirement Plan | 28.4 | 1,437,387 | — | | Brian L. Glassberg | GATX Non-Contributory Pension Plan for Salaried Employees | 14.3 | 225,893 | — | | | GATX Supplemental Retirement Plan | 14.3 | 103,946 | — | | Kim Nero | GATX Non-Contributory Pension Plan for Salaried Employees | 4.7 | 76,134 | — | | | GATX Supplemental Retirement Plan | 4.7 | 60,397 | — |
Pension Benefits Table
| (1) The present value of accumulated benefit is calculated as the amount payable at age 65 for Mr. Lyons, Mr. Ellman, and Mr. Titterton. The amounts shown for Mr. Glassberg and Ms. Nero represent their cash balance accounts rolled forward to age 65 with the ASC 715 interest crediting rate assumption of 4.70% for 2026 and 4.84% for 2027 and beyond to age 65. This value is then discounted back from age 65 using the ASC 715 discount rate of 5.31% for the Salaried Plan benefit and 5.21% for the Nonqualified Supplemental Plan benefit. The GATX Non-Contributory Pension Plan for Salaried Employees assumption is that 70% elect the lump sum option, 10% elect the single life annuity option, and 20% elect a 100% joint and survivor annuity option at retirement. The GATX Supplemental Retirement Plan calculations use each executive’s actual election for payment of future benefit; all executives shown have elected a lump sum form of payment. The value of the annuity option is calculated using December 31, 2025, ASC Topic No. 715, Compensation – Retirement Benefits, disclosure assumptions (5.21% interest rate, Pri-2012 White Collar Mortality Table generationally projected by Scale MP-2021). Lump sums are valued at age 65 using the IRS three-segment lump sum rates and are then discounted back from age 65 to December 31, 2025 at 5.31% and 5.21% for the Non-Contributory Pension Plan and Supplemental Pension Plan, respectively. |
Pension Benefits Table
| (2) NEOs may also qualify for subsidized early retirement benefits as described in the narrative below. |
Pension Benefits Table
| 60 | GATX CORPORATION - 2026 Proxy Statement |
Narrative Discussion Related to Pension Benefits Table
Narrative Discussion Related to Pension Benefits Table NEOs participate in our Non-Contributory Pension Plan for Salaried Employees (the “Qualified Plan”), which covers salaried employees of GATX and its domestic subsidiaries. All NEOs have met the Qualified Plan’s vesting requirement. Subject to certain limitations imposed by law, pensions are based on years of service and average monthly compensation during (i) the five consecutive calendar years of highest compensation during the last 15 calendar years preceding retirement or the date on which employment terminates or (ii) the 60 consecutive calendar months preceding retirement or the date on which employment terminates, whichever is greater. Benefits under the Qualified Plan are not subject to any deduction for Social Security or other offset amounts. Key provisions of the Qualified Plan include the following:
Narrative Discussion Related to Pension Benefits Table
| ● | Participation. Participation begins on January 1 or July 1 coincident with or next following completion of one year of service and attainment of age 21. |
Narrative Discussion Related to Pension Benefits Table
| ● | Normal Retirement Benefits. Normal retirement is at age 65 with five years of credited service. The basic formula is a base benefit equal to 1% of average monthly compensation multiplied by years of benefit service plus an excess benefit equal to 0.65% of average monthly compensation in excess of monthly Social Security Covered Compensation multiplied by years of benefit service (to a maximum of 35 years). |
Narrative Discussion Related to Pension Benefits Table
| ● | Early Retirement Benefits. Qualified benefits can commence at any age in the form of an annuity with the accrued benefit actuarially reduced for commencement before age 65, or as a single lump sum payment representing the actuarially equivalent present value of the age 65 benefit. Qualified benefits accrued prior to July 1, 2008 and payable in annuity form to employees who (a) are at least age 55 with 15 or more years of service or (b) have at least 30 years of service and whose age plus service total 90 or more, are subject to a partial rather than full actuarial reduction for early commencement. |
Narrative Discussion Related to Pension Benefits Table
“Compensation” is defined as regular earnings during the calendar year, including covered bonuses but excluding deferred and contingent compensation. For NEOs, compensation includes salary and annual incentive awards paid under the GATX Corporate Officers’ Incentive Plan. For the Final Average Pay Formula, “Social Security Covered Compensation” means the 35-year average of Social Security taxable wage bases in effect up to and including the year in which an individual attains Social Security Normal Retirement Age calculated in accordance with Revenue Ruling 89-70. For unmarried participants, the normal form of payment is a life annuity. For married participants, the normal form of payment is a 50% joint-and-survivor annuity. Optional forms of payment include a single lump sum of the accrued pension’s actuarially equivalent present value or a joint and survivor co-pensioner annuity. All forms of payment have the same actuarially equivalent value as the life annuity. Annual benefits in excess of certain limits imposed by the Employee Retirement Income Security Act of 1974 or the Code on payments from the Qualified Plan will be paid by the Company under the GATX Supplemental Retirement Plan (the “Non-Qualified Plan”). The Non-Qualified Plan is designed to restore those benefits that would otherwise be limited by statutory regulations. Payments are made as a single lump sum amount representing the actuarially equivalent present value of the benefit payable at age 65. Payments made pursuant to the Non-Qualified Plan are funded from the general assets of the Company. The present value of accumulated pension benefits for each NEO is shown in column (d) of the Pension Benefits Table.
Narrative Discussion Related to Pension Benefits Table
| GATX CORPORATION - 2026 Proxy Statement | 61 |
Potential Payments upon Termination or Change in Control Table
Potential Payments upon Termination or Change in Control Table The table below quantifies certain compensation and benefits that would have become payable to each of our NEOs if his or her employment had terminated on December 31, 2025, as a result of each of the termination scenarios described below, including in connection with a change of control of the Company (“COC”). The table below reflects certain assumptions made in accordance with SEC rules, namely that (a) the COC and/or termination of employment occurred on December 31, 2025, (b) the NEO’s age and years of service at the Company were as they actually were as of December 31, 2025 (for purposes of determining retirement eligibility), and (c) the value of a share of the Company’s common stock on December 31, 2025, the last trading day of the year, was $169.60. The table excludes the following payments and benefits that are not enhanced by the termination of employment or a COC:
Potential Payments upon Termination or Change in Control Table
| ● | accrued vacation pay, health plan continuation, and other similar amounts payable when employment terminates under programs applicable to our salaried employees generally; |
Potential Payments upon Termination or Change in Control Table
| ● | stock options that have vested and are exercisable as shown in column (b) of the Outstanding Equity Awards at Fiscal Year-End Table; |
Potential Payments upon Termination or Change in Control Table
| ● | performance shares and RSUs that have vested as shown in column (d) of the Option Exercises and Stock Vested Table; and |
Potential Payments upon Termination or Change in Control Table
| ● | the present value of pension benefits calculated in accordance with the assumptions applicable to all participants in the GATX Non-Contributory Pension Plan for Salaried Employees as reflected in the Pension Benefits Table. |
Potential Payments upon Termination or Change in Control Table
| 62 | GATX CORPORATION - 2026 Proxy Statement |
Potential Payments upon Termination or Change in Control Table
| | | | Termination without | | | | | | Cause or | | | | | Termination without | Resignation for | | | | | Cause Apart | Good Reason in | | | | | from a Change in | Connection with a | Death or | | | Retirement | Control | Change in Control | Disability | | Named Executive Officer | ($) | ($) | ($) | ($) | | Robert C. Lyons | | | | | | Cash Severance(1) | — | 4,000,000 | 6,000,000 | — | | Bonus (Accrued Obligations)(2) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | | SRP Payment(3) | — | — | 4,040,204 | — | | Accelerated Vesting of Equity Awards(4) | | | | | | Stock Options | 1,389,752 | — | 2,264,854 | 2,264,854 | | RSUs | — | — | — | — | | Performance Shares | 2,616,928 | 1,840,669 | 5,089,696 | 2,616,928 | | Continued Benefits Coverage(5) | — | 76,867 | 115,301 | — | | Outplacement(6) | — | 25,000 | 100,000 | — | | Total | 5,006,680 | 6,942,536 | 18,610,055 | 5,881,782 | | Thomas A. Ellman | | | | | | Cash Severance(1) | — | 1,633,790 | 3,267,570 | — | | Bonus (Accrued Obligations)(2) | 448,490 | 448,490 | 448,490 | 448,490 | | SRP Payment(3) | — | — | 1,203,973 | — | | Accelerated Vesting of Equity Awards(4) | | | | | | Stock Options | 473,869 | — | 769,124 | 769,124 | | RSUs | — | — | — | — | | Performance Shares | 871,744 | 626,333 | 1,675,648 | 871,744 | | Continued Benefits Coverage(5) | — | 57,650 | 115,301 | — | | Outplacement(6) | — | 25,000 | 64,070 | — | | Total | 1,794,103 | 2,791,263 | 7,544,176 | 2,089,358 | | Paul F. Titterton | | | | | | Cash Severance(1) | — | 1,606,500 | 3,213,000 | — | | Bonus (Accrued Obligations)(2) | — | 441,000 | 441,000 | 441,000 | | SRP Payment(3) | — | | 1,064,081 | | | Accelerated Vesting of Equity Awards(4) | | | | | | Stock Options | — | — | 554,381 | 554,381 | | RSUs | — | — | — | — | | Performance Shares | — | 478,272 | 1,366,976 | 694,851 | | Continued Benefits Coverage(5) | — | 57,650 | 115,301 | — | | Outplacement(6) | — | 25,000 | 63,000 | — | | Total | — | 2,608,422 | 6,817,739 | 1,690,232 | | Brian L. Glassberg | | | | | | Cash Severance(1) | — | 1,077,640 | 2,155,275 | — | | Bonus (Accrued Obligations)(2) | — | 254,925 | 254,925 | 254,925 | | SRP Payment(3) | — | | 181,450 | | | Accelerated Vesting of Equity Awards(4) | | | | | | Stock Options | — | — | 301,689 | 301,689 | | RSUs | — | — | — | — | | Performance Shares | — | 251,008 | 688,576 | 354,973 | | Continued Benefits Coverage(5) | — | 57,650 | 115,301 | — | | Outplacement(6) | — | 25,000 | 46,350 | — | | Total | — | 1,666,223 | 3,743,566 | 911,587 | | Kim Nero | | | | | | Cash Severance(1) | — | 1,036,250 | 2,072,505 | — | | Bonus (Accrued Obligations)(2) | — | 245,135 | 245,135 | 245,135 | | SRP Payment(3) | — | | 127,762 | | | Accelerated Vesting of Equity Awards(4) | | | | | | Stock Options | — | — | 295,971 | 295,971 | | RSUs | — | — | — | — | | Performance Shares | — | 238,627 | 629,216 | 329,024 | | Continued Benefits Coverage(5) | — | 57,650 | 115,301 | — | | Outplacement(6) | — | 25,000 | 44,570 | — | | Total | — | 1,602,662 | 3,530,460 | 870,130 |
Potential Payments upon Termination or Change in Control Table
| (1) Represents the cash severance payable to the NEO under the termination scenarios identified above under our Executive Severance Plan and the COC Agreements. |
Potential Payments upon Termination or Change in Control Table
| (2) Our NEOs are eligible to receive an annual bonus payout subject to their continued employment through the payment date. In addition, each NEO may receive: (a) a prorated annual bonus based on actual Company performance in the event of a retirement or upon death or disability under the COIP, (b) a prorated annual bonus based on actual Company performance in the event of a involuntary termination without cause under the Executive Severance Plan, or (c) a prorated target bonus in the event of an involuntary termination under the COC Agreements. For purposes of this table, we have used the NEO’s 2025 compensation design target bonus amount for each termination scenario identified above. |
Potential Payments upon Termination or Change in Control Table
| GATX CORPORATION - 2026 Proxy Statement | 63 |
Potential Payments upon Termination or Change in Control Table
| (3) Represents the present value of the incremental portion of non-qualified pension benefits calculated using the discount rate specified in the COC Agreements instead of the GATX Non-Contributory Pension Plan for Salaried Employees, attributable to three additional years of age and service credit. |
Potential Payments upon Termination or Change in Control Table
| (4) Represents the aggregate value of the accelerated vesting of the equity awards held by the NEO in the termination scenarios identified above. With respect to performance shares, the value is calculated by multiplying the closing price of our common stock on December 31, 2025 by the number of performance shares, the vesting of which accelerates in connection with the applicable triggering event. For purposes of this table, performance against goals is assumed to be at target with respect to performance shares. The value attributable to the accelerated options, the vesting of which accelerates in connection with the applicable triggering event, represents the excess of the closing price of our common stock on December 31, 2025 over the exercise price of the unvested options. Amounts listed in this table exclude the value of accrued dividend equivalents which would be paid out upon the accelerated vesting of the equity awards. |
Potential Payments upon Termination or Change in Control Table
| (5) Represents the estimated value of continued benefits to be provided to the NEO under the termination scenarios identified under our Executive Severance Plan and the COC Agreements. The foregoing estimates are based on the premiums in effect on December 31, 2025. |
Potential Payments upon Termination or Change in Control Table
| (6) Represents the value of outplacement benefits to which the NEO would be entitled under the termination scenarios identified above under our Executive Severance Plan and the COC Agreements. |
Potential Payments upon Termination or Change in Control Table
| 64 | GATX CORPORATION - 2026 Proxy Statement |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by SEC rules and regulations, we are providing the following information regarding the ratio of the total annual compensation of Mr. Lyons, our CEO, to the total annual compensation of our median employee for our last completed fiscal year. In 2025, our last completed fiscal year, the annual total compensation of our CEO was $8,178,380, and the annual total compensation of our median employee was $80,044. As a result, for 2025, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 102 to 1. To determine the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table, which includes salary, stock and option awards, annual incentive, change in pension value, and all other compensation. We then calculated our median employee’s total annual compensation in accordance with the same requirements applicable to the CEO’s compensation, as reported in the Summary Compensation Table, and used that number to calculate the ratio of our CEO’s pay to that of our median employee. We identified the median employee by examining compensation information derived from payroll records for all employees, excluding the CEO, who were employed by us on October 1, 2023. In identifying our median employee, we selected actual base salary (for salaried employees) and wages (for hourly employees) as the most appropriate measure of compensation and consistently applied that measure to all employees included in the calculation. For 2025, we determined that there were no material changes to our workforce or the median employee’s compensation and have elected to continue to use the same median employee from 2023. As of October 1, 2023, we employed approximately 1,888 people, with 1,103 located in the United States and 785 located outside the United States. We elected to exclude employees as of that date in the Netherlands (31), India (30), Mexico (9), France (8), China (6), and Singapore (4) given the small number of employees located in those jurisdictions.
Pay Ratio Disclosure
| 66 | GATX CORPORATION - 2026 Proxy Statement |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by SEC rules and regulations, we are providing the following information regarding the relationship between executive compensation actually paid and the Company’s financial and stock price performance.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our Principal Executive Officers (“PEOs”) and non-PEO NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021 and our financial performance for each such fiscal year:
Pay Versus Performance Table
| | | | | | | | | | | Net Income | | | | | | | | | Value of Initial Fixed | | | Excluding | | | | | | | | | $100 Investment Based | | | Tax | | | | | | | Average | | on: | | | Adjustments | | | Summary | Summary | Compensation | Compensation | Summary | Average | | Peer Group | | and Other | | | Compensation | Compensation | Actually Paid | Actually Paid | Compensation | Compensation | Total | Total | Net | Items | | | Table Total for | Table Total for | to PEO | to PEO | Table Total for | Actually Paid | Shareholder | Shareholder | Income | (non-GAAP) | | | PEO (Kenney) | PEO (Lyons) | (Kenney) | (Lyons) | Non-PEO | to Non-PEO | Return | Return | ($, in | ($, in | | Year | ($)(1) | ($)(1) | ($)(3) | ($)(3) | NEOs ($)(2) | NEOs ($)(3) | ($) | ($)(4) | millions) | millions) | | 2025 | | 8,178,380 | | 6,964,123 | 2,478,828 | 2,315,153 | 223.50 | 154.40 | 333.275 | 319.759 | | 2024 | | 6,846,635 | | 7,553,607 | 1,805,805 | 2,165,676 | 201.21 | 143.65 | 284.184 | 288.079 | | 2023 | | 6,472,498 | | 5,092,187 | 1,798,061 | 1,543,434 | 153.50 | 126.13 | 259.169 | 257.602 | | 2022 | 6,120,956 | 4,559,380 | (2,085,538) | 4,463,028 | 1,909,348 | 1,434,592 | 133.26 | 108.37 | 155.923 | 217.694 | | 2021 | 7,464,484 | | 8,822,603 | | 2,150,242 | 2,418,007 | 127.93 | 124.73 | 143.093 | 182.186 |
Pay Versus Performance Table
| (1) Brian A. Kenney served as our President and Chief Executive Officer until April 22, 2022. On that date, Mr. Kenney retired and Mr. Lyons was appointed as our President and Chief Executive Officer. |
Pay Versus Performance Table
| (2) The individuals comprising the Non-PEO NEOs for each year presented are listed below: |
Pay Versus Performance Table
| Year | Non-PEO NEOs | | 2025 | Mr. Ellman, Mr. Glassberg, Ms. Nero, and Mr. Titterton | | 2024 | Mr. Ellman, Mr. Glassberg, Ms. Nero, and Mr. Titterton | | 2023 | Mr. Ellman, Mr. Glassberg, Ms. Nero, and Mr. Titterton | | 2022 | Mr. Ellman, Deborah A. Golden, Ms. Nero, N. Gokce Tezel, Mr. Titterton, and Robert A. Zmudka | | 2021 | Mr. Ellman, Ms. Golden, Mr. Lyons, and Mr. Tezel |
Pay Versus Performance Table
| (3) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table, adjusted as follows: |
Pay Versus Performance Table
| | 2025 | | | | | Average | | | | Non-PEO | | Adjustments (a) | PEO | NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(4,583,934) | $(967,937) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $4,195,674 | $886,152 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $— | $— | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $(667,418) | $(141,157) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $1,143,496 | $234,496 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $— | | Increase based on Dividends Paid to the Executive during Applicable FY on outstanding equity awards | $— | $— | | Increase based on Incremental Fair Value of Options Modified during Applicable FY | $— | $— | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $(1,564,936) | $(248,080) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $262,861 | $72,851 | | TOTAL ADJUSTMENTS | $(1,214,257) | $(163,675) |
Pay Versus Performance Table
| (a) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to the following: (1) for RSUs, if any, (A) for year-end dates, the closing price of our common stock on such year-end date, or (B) for vesting dates, the average of the high and low prices of our common stock on the applicable vesting date; (2) for performance shares, (A) for year-end dates, the closing price of our common stock on such year-end date multiplied by the probable achievement as of such date, or (B) for vesting dates, the average of the high and low prices of our common stock on the applicable vesting date multiplied |
Pay Versus Performance Table
| GATX CORPORATION - 2026 Proxy Statement | 67 |
Pay Versus Performance Table
| by the probable achievement as of such date; and (3) for stock options, a value derived using the Black-Scholes option pricing model and the present value of dividends we expect to pay over the expected term of the award as of the applicable year-end or vesting dates, determined based on the same methodology as used to determine grant date fair value of such stock options for financial statement purposes modified to obtain the values as of the relevant valuation dates. The Black-Scholes option pricing model assumptions were determined as follows: (i) the average of the high and low values of our common stock on the applicable valuation date as of the current market price, (ii) in the case of in the money options, an expected term equal to the original ratio of expected term relative to the seven-year contractual term multiplied times the remaining term as of the applicable valuation date, and in the case of underwater stock options, an expected term set equal to the remaining term of the award, (iii) volatility based on the historical volatility of our stock price over a period equal to the expected term, and (iv) risk-free interest rates based on the implied yield on recently-issued U.S. Treasury zero-coupon bonds with a term comparable to the expected term. In all cases, these amounts were calculated in accordance with ASC Topic No. 718, Compensation – Stock Compensation. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Pay Versus Performance Table
| (4) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P MidCap 400 Index as of December 31 (the “Peer Group”). We are not aware of any peer companies whose businesses are directly comparable to ours and, therefore, the graph displays the returns of the index noted above as it includes companies with market capitalizations similar to ours. |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Performance Measures and Compensation Actually Paid
Relationship Between Performance Measures and Compensation Actually Paid The graphs below compare the compensation actually paid to our PEOs and the average of the compensation actually paid to our remaining NEOs with our (i) cumulative TSR, (ii) Peer Group TSR, (iii) net income, (iv) net income, excluding tax adjustments and other items (non-GAAP), (v) three-year cumulative investment volume, and (vi) three-year average LTI-adjusted return on equity (non-GAAP), in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. We consider those last three performance measures to be equally important in linking compensation actually paid to our NEOs to company performance. SEC rules do not permit the last two measures to be in the table above, however, because they are measured over a multi-year period. Net income, excluding tax adjustments and other items (non-GAAP), and three-year average LTI-adjusted return on equity are non-GAAP measures. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see Exhibit A to this Proxy Statement. Investment volume is a GAAP measure. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Relationship Between Performance Measures and Compensation Actually Paid
| 68 | GATX CORPORATION - 2026 Proxy Statement |
Relationship Between Performance Measures and Compensation Actually Paid
| GATX CORPORATION - 2026 Proxy Statement | 69 |
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:
Pay Versus Performance Tabular List
| ● | Net income, excluding tax adjustments and other items (non-GAAP) |
Pay Versus Performance Tabular List
| ● | Three-year cumulative investment volume |
Pay Versus Performance Tabular List
| ● | Three-year average LTI-adjusted return on equity (non-GAAP) |
Pay Versus Performance Tabular List
For additional details regarding our most important financial performance measures, please see the Compensation Discussion and Analysis above.
Equity Compensation Best Practices Reflected in the Restated Plan
| ● | Specific Limit on Non-Employee Director Compensation. Under the Restated Plan, an annual limit of $750,000 per calendar year applies to the sum of all cash or other compensation and the grant date fair value of all equity awards paid or granted to a non-employee director for services as a non-employee director. |