DEF 14A of Gatx Corp, Mar 15, 2024

DEF 14A of Gatx Corp

Filed Mar 15, 2024 · FY20230001558370-24-003307

Open on EDGAR

  1. DIRECTOR NOMINEES (PAGE 22)

    DIRECTOR NOMINEES (PAGE 22) The following table provides summary information about each director nominee (with age shown as of Annual Meeting date).

  2. DIRECTOR NOMINEES (PAGE 22)

    | | | | | | Other Public | | | | Director | | Committee | Company | | Name | Age | Since | Principal Occupation | Memberships(1) | Boards | | Diane M. Aigotti* | 59 | 2016 | Retired; Former Executive Vice President, Managing Director and Chief Financial Officer, Ryan Specialty Group, LLC | A (Chair) | 1 | | Anne L. Arvia* | 61 | 2009 | Principal, Strategic Transformation and Program Management, Cornerstone Advisors, LLC | A, C, G | 0 | | Shelley J. Bausch* | 58 | 2023 | President, Global Industrial Coatings, Axalta Coating Systems Ltd. | A, G | 0 | | John M. Holmes* | 47 | 2024 | Chairman, President and Chief Executive Officer, AAR CORP. | A | 1 | | Robert C. Lyons | 60 | 2022 | President and Chief Executive Officer, GATX Corporation | None | 1 | | James B. Ream* | 68 | 2008 | Retired; Former Senior Vice President – Operations, American Airlines | CH | 0 | | Adam L. Stanley* | 50 | 2019 | Retired; Former Executive Vice President and Chief Digital and Technology Officer, Cushman and Wakefield | A, G | 0 | | David S. Sutherland* | 74 | 2007 | Retired; Former President and Chief Executive Officer, IPSCO, Inc. | C (Chair) | 1 | | Paul G. Yovovich* | 70 | 2012 | Private Investor | C, G (Chair) | 0 |

  3. DIRECTOR NOMINEES (PAGE 22)

    | * Independent Director |

  4. DIRECTOR NOMINEES (PAGE 22)

    | 1 | A = Audit Committee; C = Compensation Committee; G = Governance Committee; CH = Board Chair |

  5. 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:

  6. Board of Directors

    | ● | reviewing and approving our major financial objectives, strategic and operating plans, strategic transactions with third parties, and other significant actions |

  7. Board of Directors

    | ● | overseeing the conduct of our business |

  8. Board of Directors

    | ● | assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted |

  9. Board of Directors

    | ● | overseeing our processes for maintaining the integrity of our financial statements and other public disclosures |

  10. Board of Directors

    | ● | overseeing compliance with law and ethical standards |

  11. 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 10 times during 2023, 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 2024 Annual Meeting of Shareholders, and in 2023 all directors then serving on the Board attended the annual meeting.

  12. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Our Board is currently composed of ten directors, nine of whom are standing for re-election for a term of one year, to serve until the 2025 Annual Meeting of Shareholders and until their successors are elected and qualified. In accordance with the Board’s retirement policy for directors, Stephen R. Wilson, who currently serves on the Board, will not be standing for re-election, and therefore his term will end as of the date of the 2024 Annual Meeting of Shareholders. The size of the Board will accordingly be reduced to nine at the 2024 Annual Meeting of Shareholders. The Board is grateful to Mr. Wilson for his nine years of dedicated and valuable service to the Company. 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 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.

  13. Nominees for Election to the Board of Directors

    | The Board of Directors recommends that you vote FOR each director nominee named below. |

  14. Nominees for Election to the Board of Directors

    | Diane M. Aigotti | | | | Years of Service: 7 Age: 59 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. She also serves on the boards of OneDigital Health and Benefits, Inc., which provides consulting and technology solutions to employers for their employees’ health and welfare benefits, and Pinstripes Holdings, Inc., an experiential dining and entertainment brand. The Board has determined that Ms. Aigotti qualifies as an Audit Committee Financial Expert. |

  15. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  16. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive financial expertise, including in capital markets transactions, financial reporting, and internal controls |

  17. 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 |

  18. 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 |

  19. Specific Qualifications, Attributes, Skills, and Experience

    | GATX CORPORATION - 2024 Proxy Statement | 23 |

  20. Specific Qualifications, Attributes, Skills, and Experience

    | Anne L. Arvia | | | | Years of Service: 14 Age: 61 Board Committees: Audit, Compensation, Governance Ms. Arvia has served as Principal, Strategic Transformation and Program Management, of Cornerstone Advisors, LLC, a management and technology consultancy firm for banks, credit unions and fintech firms, since April 2023. She previously served as a strategic bank advisor since May 2022. Previously Ms. Arvia served as Executive Vice President, Banking and Financial Services, The Auto Club Group and President, CEO, The Auto Club Trust, from September 2018 to April 2022, and as Acting President, USAA Bank from November 2016 to May 2017 and USAA Bank’s Senior Vice President and Managing Director from August 2015 to December 2017. Before joining USAA, Ms. Arvia was President, Nationwide Direct Distribution from August 2012 to July 2015, President of Nationwide Retirement Plans from November 2009 to August 2012, and Chief Executive Officer of Nationwide Bank, a unit of Nationwide Mutual Insurance Company, from 2006 to November 2009. Prior to joining Nationwide, she served as President and Chief Executive Officer of ShoreBank, a community development and environmental bank, from 2001 to August 2006. She joined ShoreBank in 1991 as Assistant Controller and was named Chief Financial Officer in 1998. Prior to that she was an Auditing Manager at Crowe LLP. The Board has determined that Ms. Arvia qualifies as an Audit Committee Financial Expert. |

  21. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  22. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Deep understanding of auditing, accounting standards, and financial reporting rules and regulations |

  23. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Qualified as a Certified Public Accountant and an Audit Committee Financial Expert |

  24. 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 senior management experience in the financial services sector |

  25. Specific Qualifications, Attributes, Skills, and Experience

    | Shelley J. Bausch | | | | Years of Service: <1 Age: 58 Board Committees: Audit, Governance Ms. Bausch currently serves as President, Global Industrial Coatings of Axalta Coating Systems Ltd., a leading global manufacturer, marketer and distributor of high-performance coatings systems that serves a variety of industrial end markets. Prior to joining Axalta in January 2021, she led the Asia Pacific region and the Fluid Technologies business unit for Carlisle Companies Incorporated. Before joining Carlisle in 2017, she led the Global Industrial Coatings business for PPG Industries, Inc. Ms. Bausch started her career at Dow Corning Corporation and spent 25 years in a variety of commercial roles with increasing responsibilities. Ms. Bausch served on the board of directors of the Kraton Corporation from 2017 to 2022. |

  26. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  27. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive experience leading international business across industries |

  28. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Wealth of experience in transforming business models, including through disruptive innovation |

  29. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive commercial expertise, including in e-commerce and marketing |

  30. Specific Qualifications, Attributes, Skills, and Experience

    | John M. Holmes | | | | Years of Service: <1 Age: 47 Board Committees: Audit Mr. Holmes is Chairman, President and Chief Executive Officer of AAR CORP., 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. |

  31. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  32. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive knowledge of the global aviation industry from over two decades in various leadership roles at AAR CORP. |

  33. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Operational expertise and deep international business experience |

  34. 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 |

  35. Specific Qualifications, Attributes, Skills, and Experience

    | GATX CORPORATION - 2024 Proxy Statement | 25 |

  36. Specific Qualifications, Attributes, Skills, and Experience

    | Robert C. Lyons | | | | Years of Service: 2 Age: 60 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 August 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 since 2011 and is a member of its Audit Committee. |

  37. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  38. 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 |

  39. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Substantial transportation industry experience, including in aircraft spare engine leasing |

  40. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive expertise in capital market transactions, mergers and acquisitions, expansion of asset portfolios, operations, and business strategy |

  41. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Strategic leadership skills and expertise consistently demonstrated in various roles during his long tenure at GATX |

  42. Specific Qualifications, Attributes, Skills, and Experience

    | James B. Ream | | | | Years of Service: 15 Age: 68 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 American’s Senior Vice President, Maintenance and Engineering from 2010 to 2012. Previously, Mr. Ream served as Chief Executive Officer of ExpressJet Holdings, Inc., an operator of regional jets in North America, from 2001 to 2010 and 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. |

  43. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  44. 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. |

  45. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Deep experience in financing, management, maintenance, customer relations, regulatory issues, and operations of large fleets of transportation assets |

  46. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive financial, accounting, and risk management expertise |

  47. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Enhanced perspectives on corporate governance, risk management, and other issues applicable to public companies |

  48. Specific Qualifications, Attributes, Skills, and Experience

    | Adam L. Stanley | | | | Years of Service: 4 Age: 50 Board Committees: Audit, Governance Mr. Stanley retired as Executive Vice President and Chief Digital and Technology Officer at Cushman and Wakefield in January 2022. After retirement, he served as the Chief Experience Officer at Teach for America, 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 co-owns AT Real Estate Group LLC. Prior to joining Cushman and Wakefield in 2014, he served as the Technology and Security Services Officer at Aviva Corporation from 2011 – 2012 and the Global Chief Technology Officer at Aon Corporation from 2008 – 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. |

  49. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  50. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Deep experience in information technology systems, security, data, and digital transformation |

  51. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Extensive human capital management and process integration expertise |

  52. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Significant financial and risk management skills and experience |

  53. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Far-reaching exposure to global business markets and mergers and acquisitions |

  54. Specific Qualifications, Attributes, Skills, and Experience

    | David S. Sutherland | | | | Years of Service: 16 Age: 74 Board Committees: Compensation (Chair) Mr. Sutherland retired as President and Chief Executive Officer of IPSCO, Inc., a steel producer, in July 2007, having served in that position since January 2002. During his 30-year career with IPSCO, Mr. Sutherland held a number of strategically important roles for the company, including Executive Vice President and Chief Operating Officer from April 2001 to January 2002 and Vice President of Raw Materials and Coil Processing from 1997 to 2001. Mr. Sutherland serves as non-executive chairman and a director of United States Steel Corporation. He served as a director of Imperial Oil Ltd. from 2010 through April 2023. |

  55. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  56. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Proven leadership and record of achievement as the former Chief Executive of a publicly held steel producer |

  57. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Deep knowledge of the steel industry, which is a critical raw material for the production of railcars, and the manufacturing industry, which is a key sector for the Company’s business |

  58. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Substantial senior management experience, which enables him to provide valuable insights on business operations and strategy, global markets, financial matters, and risk management |

  59. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Broad experience on corporate governance issues gained through his experience on public company boards of directors, including his past service as our Lead Director |

  60. Specific Qualifications, Attributes, Skills, and Experience

    | GATX CORPORATION - 2024 Proxy Statement | 27 |

  61. Specific Qualifications, Attributes, Skills, and Experience

    | Paul G. Yovovich | | | | Years of Service: 11 Age: 70 Board Committees: Compensation, Governance (Chair) Mr. Yovovich is a private investor and until December 2023 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. |

  62. Specific Qualifications, Attributes, Skills, and Experience

    Specific Qualifications, Attributes, Skills, and Experience

  63. 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 |

  64. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Qualified as a Certified Public Accountant |

  65. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Significant experience in technology and data security issues |

  66. 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 |

  67. Specific Qualifications, Attributes, Skills, and Experience

    | ● | Substantial corporate governance expertise gained through his experience on serving on public and private company boards of directors |

  68. 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 currently consists of the elements and amounts shown in the table below:

  69. Our Non-Employee Director Compensation Program

    Our Non-Employee Director Compensation Program

  70. Our Non-Employee Director Compensation Program

    | | Current Annual | | Type of Fee | Fee Amount ($) | | - Cash Retainer | 90,000 | | - Equity Retainer – Restricted Stock Units (“RSUs”) | 125,000 | | - Non-Executive Chair of the Board | 75,000 | | - Audit Committee Chair | 22,500 | | - Compensation Committee Chair | 17,500 | | - Governance Committee Chair | 15,000 |

  71. Our Non-Employee Director Compensation Program

    We offer a Directors’ Voluntary Deferred Fee Plan (the “Deferred Fee Plan”) in which non-employee directors may defer receipt of up to 100% of their cash retainer and other cash fees in the form of either a deferred cash account or deferred RSUs with a value equivalent to the deferred cash fees. Prior to April 22, 2022, deferrals were permitted into phantom stock units. If the deferral is in cash, the deferred amount accrues interest at a rate equal to the 20-year US government bond rate. If the deferral is in RSUs (or prior to April 22, 2022, phantom stock units), the units are credited to an account for each participating director along with dividends and are settled, following expiration of the director’s service on the Board (or, if earlier, the director’s death or a change in control), in accordance with his or her election/distribution form(s) on file. Non-employee directors may elect to defer all (but not less than all) of their equity retainer, which is issued as an RSU award on the date of the annual meeting. The RSUs vest in full and, unless deferred per a deferral election, are settled in shares of GATX common stock on the date of the first annual meeting at which the director is elected following the grant date, subject to his or her continued service through such date. Prior to April 22, 2022, each non-employee director received automatic quarterly awards of deferred phantom stock units under the Directors’ Phantom Stock Plan for both cash deferrals and the equity retainer. Outstanding RSUs and deferred director RSU awards and deferred phantom stock accounts are credited with additional RSUs or phantom stock units, as applicable, representing dividends declared on GATX common stock based on the date such dividend is paid. At the expiration of each director’s service on the Board (or, if earlier, the director’s death or a change in control), settlement of deferred RSUs and 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 form(s) 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.

  72. Our Non-Employee Director Compensation Program

    | GATX CORPORATION - 2024 Proxy Statement | 29 |

  73. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  74. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation

  75. 2023 Non-Employee Director Compensation

    | | Fees earned | Stock | | | | or paid in cash | Awards | Total | | Name | ($)(1) | ($)(2)(3)(4) | ($) | | (a) | (b) | (c) | (h) | | Diane M. Aigotti | 99,375 | 125,000 | 224,375 | | Anne L. Arvia | 103,125 | 125,000 | 228,125 | | Shelley J. Bausch | 37,500 | 93,750 | 131,250 | | James B. Ream | 150,000 | 125,000 | 275,000 | | Adam L. Stanley | 90,000 | 125,000 | 215,000 | | David S. Sutherland | 107,500 | 125,000 | 232,500 | | Stephen R. Wilson | 90,000 | 125,000 | 215,000 | | Paul G. Yovovich | 105,000 | 125,000 | 230,000 |

  76. 2023 Non-Employee Director Compensation

    | (1) Under the Directors' Voluntary Deferred Fee Plan, the following directors have deferred a portion of their cash retainer into restricted stock units during 2023: Ms. Aigotti ($99,395), Mr. Ream ($30,000), and Mr. Sutherland ($107,500). |

  77. 2023 Non-Employee Director Compensation

    | (2) Mses. Aigotti, Arvia, and Messrs. Ream, Stanley, Sutherland, Wilson, and Yovovich received an equity grant of 1,093 RSUs with a grant date fair value of $125,000 on April 28, 2023. Ms. Bausch was elected as a board member on July 28, 2023 and received an equity grant of 739 RSUs with a grant date fair value of $93,750 on July 28, 2023. These RSUs will vest in full and be paid in shares of GATX common stock on April 26, 2024, if not deferred per their deferral election, and the phantom awards were fully vested upon grant. The amounts shown represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2023, 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, 2023. |

  78. 2023 Non-Employee Director Compensation

    | (3) The aggregate number of phantom stock units held on December 31, 2023 was: Ms. Aigotti (12,734), Ms. Arvia (29,652), Mr. Ream (37,029), Mr. Stanley (4,187), Mr. Sutherland (69,548), Mr. Wilson (13,672), and Mr. Yovovich (33,897). |

  79. 2023 Non-Employee Director Compensation

    | (4) The aggregate number of restricted stock units held on December 31, 2023 was: Ms. Aigotti (3,580), Ms. Arvia (2,256), Ms. Bausch (742), Mr. Ream (2,649), Mr. Stanley (2,266), Mr. Sutherland (3,751), Mr. Wilson (1,093), and Mr. Yovovich (1,093). |

  80. 2023 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 beginning on page 32. 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 2023 Annual Meeting of Shareholders by a favorable vote of approximately 97%. 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.”

  81. 2023 Non-Employee Director Compensation

    | The Board of Directors recommends that you vote FOR adoption of the advisory resolution to approve the compensation of our NEOs as disclosed in this Proxy Statement. |

  82. 2023 Non-Employee Director Compensation

    | GATX CORPORATION - 2024 Proxy Statement | 31 |

  83. Annual Incentive Awards

    Annual Incentive Awards

  84. Process for Setting Annual Incentive Targets

    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 The Determination of Market Competitive Pay on page 52 for a description of how we determine competitive pay levels. In 2023, Mr. Lyons’s target incentive opportunity was 100% of his base salary, and the target incentive opportunities for our other NEOs were 70% of base salary for Mr. Ellman and for Mr. Titterton and 55% of base salary for Ms. Nero and Mr. Glassberg.

  85. Annual Incentive Plan Design

    Annual Incentive Plan Design 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 Performance Measures, Goal Setting, and Pay-for-Performance Alignment on page 42 for a discussion of how the Compensation Committee selects performance measures and designs annual performance goals. The performance metrics and payout levels are 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. 2023 Annual Incentive Plan Design. As described earlier at page 43, at the time of budgeting and forecasting, expectations were that 2023 would be a year of continued improvement despite macroeconomic uncertainty and high interest rates, due to strong demand for existing railcars and the resulting favorable environment for railcar lease renewals at Rail North America and in Europe and a recovery toward pre-pandemic levels for international air travel. As a result of these factors, we expected GATX’s total net income in 2023 to be up approximately $18 million from the prior year. 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 headwinds. The Compensation Committee set the 2023 net income target at $235.4 million, which was the budgeted net income for the year. The goals and payout levels under the 2023 annual incentive plan design, which are tied to fully quantitative, objective metrics, are shown in the following table:

  86. Annual Incentive Plan Design

    | 2023 Annual Incentive Plan Design | | | | | | Net Income, excluding | | | | | tax adjustments and | | | | | other items | | | | | (non-GAAP) | Achievement | | | | (Millions) | (Actual/Budget) | Payout | | Threshold | $188.3 | 80% | 80% | | Target (Goal) | $235.4 | 100% | 100% | | Maximum | $376.6 | 160% | 170% |

  87. Annual Incentive Plan Design

    2023 Annual Incentive Plan Payouts. Net income, excluding tax adjustments and other items (non-GAAP),(1) for 2023 was $257.6 million, which was 109.4% of the target net income level of performance. Based on the targets illustrated above, this level of performance resulted in incentive payouts to our NEOs of 107.1% of their target award levels.

  88. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards

  89. 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 between the 50th and 75th percentiles based on market survey data used by our Compensation Committee in setting executive compensation, as described below under Process for Determining Executive Compensation (Including NEOs). The reason for targeting up to the 75th percentile is to encourage and reward above-market performance and to provide flexibility to compensate officers with longer tenure. 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 non-qualified stock options (“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. The grant date for regular long-term incentive awards is the date of the Compensation Committee’s first meeting 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. We have no program, plan, or practice to time NQSO grants to NEOs or any other employees in coordination with the release of material non-public information.

  90. 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 a 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 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 made in the form of GATX common stock.

  91. 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 LTI-adjusted return on equity (non-GAAP) (return measure) and three-year cumulative investment volume (growth measure). |

  92. Award Types and How Each Fits Into Our Program

    | ● | Dividends Paid Only on Performance Shares Earned. Accumulated dividend equivalents are paid on performance shares, only if earned, at the end of the performance period. |

  93. 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. |

  94. 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 executives, by providing equity value if the executive remains employed through the vesting date. RSUs have not historically been a part of our equity compensation program, and none of our NEOs received a special RSU grant in 2023.

  95. 2023-2025 Performance Share Measures and Goal Setting

    2023-2025 Performance Share Measures and Goal Setting

  96. Design

    | ● | Three-year average LTI-adjusted return on equity (non-GAAP) (return measure) |

  97. 2023 Long-Term Incentive Payouts

    2023 Long-Term Incentive Payouts The performance shares granted in 2021 vested at the end of 2023. 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 2021-2023 Performance Share Plan are indicated in the following table:

  98. Performance Share Plan Design

    Performance Share Plan Design

  99. Performance Share Plan Design

    | LTI-Adjusted Return on Equity (non-GAAP)(1) | | | | | Average | | | | Three-Year | | | | LTI-Adjusted | | | | ROE (non-GAAP) | Payout | | Threshold | 6.3% | 25% | | Target (Goal) | 10.0% | 100% | | Maximum | 14.0% | 200% |

  100. 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. |

  101. Performance Share Plan Design

    | Investment Volume | | | | | Three-Year | | | | Cumulative | | | | Investment | | | | Volume (billions) | Payout | | Threshold | $2.55 | 25% | | Target (Goal) | $3.65 | 100% | | Maximum | $5.11 | 200% |

  102. Performance Share Plan Design

    As shown in the charts on page 44, the three-year average LTI-adjusted return on equity (non-GAAP) for the period was 8.3% versus a goal of 10.0%, and the cumulative investment volume for the period was $4.05 billion, which was higher than the goal of $3.65 billion. Based on these results, performance share payouts were 101.1% of target. Performance share award values at the determination date were 101.1% of target award values based on average fair market value of GATX stock price on February 14, 2024. Messrs. Lyons, Ellman, and Titterton elected to receive their performance share

  103. Performance Share Plan Design

    | GATX CORPORATION - 2024 Proxy Statement | 49 |

  104. Performance Share Plan Design

    payouts in the form of cash. For details regarding the 2021-2023 performance share payments to the NEOs, please see the Option Exercises and Stock Vested Table on page 59.

  105. Employee Benefits – Severance – Double-Trigger Vesting

    Employee Benefits – Severance – Double-Trigger Vesting

  106. 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.

  107. 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, pro-rated 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, pro-rated for the period of time through the termination date. | | Prior Year Bonus | Lump sum payment equal to the executive’s prior year bonus, if any. | | | 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. | |

  108. 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. Additionally, for the avoidance of doubt, if an executive’s COC agreement provides for more favorable benefits in the event an excise tax is imposed on “excess parachute payments” by the Code than the benefits provided in the Executive Severance Plan, the more favorable provision contained in the COC agreement shall apply to such executive.

  109. 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

  110. Change of Control Agreements

    | GATX CORPORATION - 2024 Proxy Statement | 51 |

  111. Change of Control Agreements

    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 will no longer be offered to executive officers beginning in February 2023. 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 Potential Payments upon Termination or Change of Control Table on page 61. Since 2009, we have not entered into any new COC agreements that provide excise tax gross-up benefits, and we do not intend to offer this feature in the future. The COC agreement with Mr. Lyons, however, that was entered into prior to 2009, does contain excise tax gross-up benefits. In the event that we amend such agreement for any reason in the future, we will eliminate such excise tax gross-up.

  112. Double-Trigger Equity Vesting

    Double-Trigger Equity Vesting The vesting of equity awards upon a COC is determined under the GATX 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.

  113. The Determination of Market Competitive Pay

    The Determination of Market Competitive Pay We have generally structured our compensation programs to provide total direct compensation opportunities 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 published by Aon and Willis Towers Watson for organizations of similar revenue as ours. These surveys include general, non-company specific compensation information, on an aggregate basis, for approximately 200 public companies with annual revenues between $1-3 billion. We use 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 does not receive individual company information for any of the companies included in the surveys. While these surveys are a starting point for our compensation review process, 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. For example, the target total direct compensation of Mr. Lyons is currently between the 25th and 50th percentiles of the survey data for CEOs due to his recent internal promotion to the CEO role.

  114. Summary Compensation Table

    Summary Compensation Table

  115. 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 | ($) | ($) | ($)(1)(2) | ($)(1) | ($)(3) | ($)(4) | ($)(5) | Total ($) | Value ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Robert C. Lyons | 2023 | $858,333 | $0 | $1,809,082 | $1,794,322 | $919,015 | $1,081,846 | $9,900 | $6,472,498 | $5,390,652 | | President and | 2022 | $734,072 | $0 | $1,531,778 | $1,564,650 | $719,730 | $0 | $9,150 | $4,559,380 | $4,559,380 | | Chief Executive Officer | 2021 | $575,483 | $0 | $498,826 | $505,476 | $490,215 | $139,667 | $8,700 | $2,218,367 | $2,078,700 | | Thomas A. Ellman | 2023 | $596,583 | $0 | $619,642 | $615,900 | $447,133 | $507,862 | $9,900 | $2,797,020 | $2,289,158 | | Executive Vice President and | 2022 | $568,467 | $0 | $995,422 | $598,044 | $421,284 | $0 | $9,150 | $2,592,366 | $2,592,366 | | Chief Financial Officer | 2021 | $534,483 | $0 | $498,826 | $505,476 | $455,289 | $175,780 | $8,700 | $2,178,554 | $2,002,774 | | Paul F. Titterton | 2023 | $544,750 | $0 | $387,418 | $385,964 | $408,284 | $322,757 | $9,900 | $2,059,073 | $1,736,316 | | Executive Vice President and | 2022 | $504,244 | $0 | $753,013 | $351,177 | $351,213 | $0 | $9,150 | $1,968,797 | $1,968,797 | | President, Rail North America | 2021 | $448,983 | $0 | $288,698 | $292,644 | $300,503 | $91,184 | $8,700 | $1,430,712 | $1,339,528 | | Kim Nero | 2023 | $415,000 | $0 | $242,419 | $242,254 | $244,387 | $29,531 | $9,900 | $1,183,491 | $1,153,960 | | Executive Vice President and Chief Human Resources | 2022 | $397,500 | $0 | $232,093 | $236,436 | $231,458 | $31,397 | $9,150 | $1,138,034 | $1,106,637 | | Officer | | | | | | | | | | | | Brian L. Glassberg | 2023 | $400,000 | $0 | $232,224 | $229,936 | $235,554 | $45,048 | $9,900 | $1,152,662 | $1,107,614 | | Executive Vice President, General Counsel and | | | | | | | | | | | | Corporate Secretary | | | | | | | | | | |

  116. Summary Compensation Table

    | (1) For awards granted under the GATX 2012 Amended and Restated Incentive Award Plan, amounts shown reflect the grant date fair market value of performance stock units and stock options granted in the years shown, in accordance with ASC Topic No. 718, Compensation — Stock Compensation. |

  117. Summary Compensation Table

    | (2) In the event the performance stock units pay out at maximum value (i.e. 200% of target), the total grant date values for grants of restricted stock units and performance stock units are as follows: Mr. Lyons ($3,618,163, $3,063,629, and $997,652); Mr. Ellman ($1,239,283, $1,582,359, and $997,652); Mr. Titterton ($774,835, $1,097,543, and $577,395); Ms. Nero ($484,838 and $464,186); and Mr. Glassberg ($464,448). |

  118. Summary Compensation Table

    | (3) The amounts shown reflect the annual incentive awards earned under the GATX Cash Incentive Compensation Plan by each NEO for the years shown. |

  119. Summary Compensation Table

    | (4) 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, 2023 and the assumptions used in the calculation of that value. We determined the December 31, 2023, December 31, 2022 and December 31, 2021 present values using the same assumptions except that the interest rates used for discounting under ASC Topic No. 715, Compensation - Retirement Benefits, were 4.95% in 2023, 5.15% in 2022, and 2.81% in 2021. |

  120. Summary Compensation Table

    | (5) For 2023, amounts shown reflect matching contributions made to the GATX Salaried Employees Retirement Savings Plan for Messrs. Lyons, Ellman, Titterton, and Glassberg and Ms. Nero ($9,900). For all periods presented, all other compensation excludes dividends on NQSOs and performance shares held by each named executive officer because those dividends are included in the grant date fair value amounts for stock awards as reported in columns (e) and (f) of the table above and in column (l) of the Grants of Plan-Based Awards Table. |

  121. Summary Compensation Table

    | (6) 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. |

  122. Summary Compensation Table

    | GATX CORPORATION - 2024 Proxy Statement | 55 |

  123. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  124. Grants of Plan-Based Awards

    | | | | | | | | | | 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 ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#) | Awards ($) | Awards ($)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i)(3) | (j)(4) | (k) | (l) | | Robert C. Lyons | 1/1/2023 | 686,665 | 858,331 | 1,459,163 | | | | | | | | | | 1/26/2023 | | | | | | | | 43,700 | 113.28 | 1,794,322 | | | 1/26/2023 | | | | 3,993 | 15,970 | 31,940 | | | | 1,809,082 | | Thomas A. Ellman | 1/1/2023 | 334,087 | 417,608 | 709,934 | | | | | | | | | | 1/26/2023 | | | | | | | | 15,000 | 113.28 | 615,900 | | | 1/26/2023 | | | | 1,368 | 5,470 | 10,940 | | | | 619,642 | | Paul F. Titterton | 1/1/2023 | 305,060 | 381,325 | 648,253 | | | | | | | | | | 1/26/2023 | | | | | | | | 9,400 | 113.28 | 385,964 | | | 1/26/2023 | | | | 855 | 3,420 | 6,840 | | | | 387,418 | | Kim Nero | 1/1/2023 | 182,600 | 228,250 | 388,025 | | | | | | | | | | 1/26/2023 | | | | | | | | 5,900 | 113.28 | 242,254 | | | 1/26/2023 | | | | 535 | 2,140 | 4,280 | | | | 242,419 | | Brian L. Glassberg | 1/1/2023 | 176,000 | 220,000 | 374,000 | | | | | | | | | | 1/26/2023 | | | | | | | | 5,600 | 113.28 | 229,936 | | | 1/26/2023 | | | | 513 | 2,050 | 4,100 | | | | 232,224 |

  125. Grants of Plan-Based Awards

    | (1) Amounts shown reflect target, threshold and maximum annual incentive payouts for 2023 under the GATX Cash Incentive Compensation Plan based on the achievement of income goals. Threshold amounts represent 80% of target based on the financial goal threshold. |

  126. Grants of Plan-Based Awards

    | (2) Amounts shown reflect the number of performance share units granted in 2023 under the GATX 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. |

  127. Grants of Plan-Based Awards

    | (3) The amounts shown reflect the number of RSUs granted in 2023 under the GATX Amended and Restated 2012 Incentive Award Plan. |

  128. Grants of Plan-Based Awards

    | (4) The amounts shown reflect the number of NQSOs granted in 2023 under the GATX Amended and Restated 2012 Incentive Award Plan. |

  129. Grants of Plan-Based Awards

    | (5) 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. |

  130. Narrative Discussion Related to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Discussion Related to the Summary Compensation Table and Grants of Plan-Based Awards Table

  131. 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, 2023.

  132. 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)(7) | | Robert C. Lyons | 0 | 43,700(1) | | 113.2800 | 1/26/2030 | | | 31,940(7) | 3,839,827 | | | 15,000 | 30,000(2) | | 103.1500 | 1/28/2029 | | | 29,700(8) | 3,570,534 | | | 11,400 | 5,700(3) | | 91.3600 | 1/29/2028 | | | | | | | 18,200 | | | 77.0700 | 1/31/2027 | | | | | | | 18,500 | | | 71.5250 | 1/24/2026 | | | | | | | 19,300 | | | 69.7350 | 1/25/2025 | | | | | | Thomas A. Ellman | 0 | 15,000(1) | | 113.2800 | 1/26/2030 | | | 10,940(7) | 1,315,207 | | | 5,733 | 11,467(2) | | 103.1500 | 1/28/2029 | 2,970(4) | 357,053 | 11,380(8) | 1,368,104 | | | 11,400 | 5,700(3) | | 91.3600 | 1/29/2028 | | | | | | | 18,200 | | | 77.0700 | 1/31/2027 | | | | | | | 18,500 | | | 71.5250 | 1/24/2026 | | | | | | | 18,000 | | | 69.7350 | 1/25/2025 | | | | | | Paul F. Titterton | 0 | 9,400(1) | | 113.2800 | 1/26/2030 | | | 6,840(7) | 822,305 | | | 3,366 | 6,734(2) | | 103.1500 | 1/28/2029 | 2,970(4) | 357,053 | 6,680(8) | 803,070 | | | 6,600 | 3,300(3) | | 91.3600 | 1/29/2028 | | | | | | | 8,800 | | | 77.0700 | 1/31/2027 | | | | | | | 9,000 | | | 71.5250 | 1/24/2026 | | | | | | Kim Nero | 0 | 5,900(1) | | 113.2800 | 1/26/2030 | | | 4,280(7) | 514,542 | | | 2,266 | 4,534(2) | | 103.1500 | 1/28/2029 | | | 4,500(8) | 540,990 | | | 3,533 | 1,767(3) | | 98.1050 | 5/28/2028 | | | | | | Brian L. Glassberg | 0 | 5,600(1) | | 113.2800 | 1/26/2030 | | | 4,100(7) | 492,902 | | | 533 | 1,067(2) | | 103.1500 | 1/28/2029 | 520(5) | 62,514 | | | | | 1,466 | 734(3) | | 91.3600 | 1/29/2028 | 690(6) | 82,952 | | | | | 2,000 | | | 77.0700 | 1/31/2027 | | | | |

  133. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) NQSOs will vest in three, equal, annual installments on January 25, 2024, 2025 and 2026. |

  134. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) 50% of the unexercisable NQSOs will vest on January 31, 2024 and the remainder will vest on January 31, 2025. |

  135. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) 100% of the NQSOs will vest on January 24, 2024. |

  136. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The RSUs will vest on January 28, 2025. |

  137. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Amounts shown reflect the number of target performance shares granted in 2023 at the target payout. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on December 31, 2025. |

  138. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Amounts shown reflect the number of target performance shares granted in 2022 at the target payout. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on December 31, 2024. |

  139. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Market value of performance shares is based on the closing price of GATX common stock on the last trading day of the year, December 29, 2023, which was $120.22 per share. |

  140. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  141. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards(1) | | | | 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 | 21,000 | 1,096,183 | 5,520 | 694,361 | | Thomas A. Ellman | 18,900 | 1,035,733 | 5,520 | 694,361 | | | | | 990 | 112,281 | | Paul F. Titterton | 8,100 | 405,851 | 3,195 | 401,899 | | | | | 990 | 112,281 | | Kim Nero | 0 | 0 | 1,658 | 208,560 | | Brian L. Glassberg | 0 | 0 | 0 | 0 | | | | | 620 | 70,224 |

  142. Option Exercises and Stock Vested Table

    | (1) Amounts shown include the number and value of RSUs vested in 2023 and performance shares earned under the 2021-2023 performance period and as described in the Compensation Discussion and Analysis of this Proxy Statement. Although the 2021-2023 performance share plan performance was determined after the calendar year-end on February 14, 2024, the 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 2023 for the 2021-2023 performance period. |

  143. Pension Benefits Table

    Pension Benefits Table Each of our NEOs participated in a defined benefit pension plan during the year ended December 31, 2023. 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.

  144. 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 | 27.3 | 1,110,123(2) | 0 | | | GATX Supplemental Retirement Plan | 27.3 | 3,714,186 | 0 | | Thomas A. Ellman | GATX Non-Contributory Pension Plan for Salaried Employees | 27.3 | 884,282(2) | 0 | | | GATX Supplemental Retirement Plan | 27.3 | 2,317,301 | 0 | | Paul F. Titterton | GATX Non-Contributory Pension Plan for Salaried Employees | 26.4 | 596,100(2) | 0 | | | GATX Supplemental Retirement Plan | 26.4 | 1,103,663 | 0 | | Kim Nero | GATX Non-Contributory Pension Plan for Salaried Employees | 2.7 | 37,063 | 0 | | | GATX Supplemental Retirement Plan | 2.7 | 23,865 | 0 | | Brian L. Glassberg | GATX Non-Contributory Pension Plan for Salaried Employees | 12.3 | 161,068 | 0 | | | GATX Supplemental Retirement Plan | 12.3 | 54,271 | 0 |

  145. Pension Benefits Table

    | (1) The present value of accumulated benefit is calculated as the amount payable at age 65 for Messrs. Lyons, Ellman, and Titterton. The amounts shown for Ms. Nero and Mr. Glassberg represent their cash balance accounts rolled forward to age 65 with the ASC 715 interest crediting rate assumption of 3.99%. This value is then discounted back from age 65 using the ASC 715 discount rate of 5.15% for the Salaried Plan benefit and 5.11% for the Nonqualified Supplemental Plan benefit. The GATX Non-Contributory Pension Plan for Salaried Employees Plan assumption is that 70% elect the lump sum option and 30% elect an 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, 2023, ASC Topic No. 715, Compensation – Retirement Benefits, disclosure assumptions (5.11% interest rate, Pri-2012 White Collar Mortality Table generationally projected by Scale MP-2022). 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, 2023 at 5.15% and 5.11% for the Non-Contributory Pension Plan and Supplemental Pension Plan, respectively. |

  146. Pension Benefits Table

    | (2) NEOs may also qualify for subsidized early retirement benefits as described in the narrative below. |

  147. Pension Benefits Table

    | GATX CORPORATION - 2024 Proxy Statement | 59 |

  148. 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:

  149. 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. |

  150. 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). |

  151. 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. |

  152. 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 Cash Incentive Compensation 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 Internal Revenue Code (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.

  153. 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, 2023, 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, 2023, (b) the NEO’s age and years of service at the Company were as they actually were as of December 31, 2023 (for purposes of determining retirement eligibility), and (c) the value of a share of the Company’s common stock on December 29, 2023, the last trading day of the year, was $120.22. The table excludes the following payments and benefits that are not enhanced by the termination of employment or a COC:

  154. 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; |

  155. 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; |

  156. Potential Payments upon Termination or Change in Control Table

    | ● | performance shares, RSUs and restricted stock that have vested as shown in Column (e) of the Option Exercises and Stock Vested Table; and |

  157. 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. |

  158. Potential Payments upon Termination or Change in Control Table

    | GATX CORPORATION - 2024 Proxy Statement | 61 |

  159. Potential Payments upon Termination or Change in Control Table

    | | | | Termination without | | | | | | Cause or | | | | | Termination without | Resignation for | | | | Voluntary Resignation | Cause Apart | Good Reason in | | | | (without Good Reason) | from a Change in | Connection with a | Death or | | | or Retirement | Control | Change in Control | Disability | | Named Executive Officer | ($) | ($) | ($) | ($) | | Robert C. Lyons | | | | | | Cash Severance(1) | — | 3,480,000 | 5,220,000 | — | | Bonus (Accrued Obligations)(2) | 870,000 | 870,000 | 870,000 | 870,000 | | SRP Payment(3) | — | — | 3,184,121 | — | | Gross-up Payment(4) | — | — | — | — | | Accelerated Vesting of Equity Awards(5) | | | | | | Stock Options | 327,383 | — | 979,807 | 979,880 | | RSUs | — | — | — | — | | Performance Shares | 1,830,109 | 1,190,178 | 3,705,180 | 1,830,109 | | Continued Benefits Coverage(6) | — | 67,283 | 100,925 | — | | Outplacement(7) | — | 25,000 | 87,000 | — | | Total | 3,027,492 | 5,632,461 | 14,147,033 | 3,679,989 | | Thomas A. Ellman | | | | | | Cash Severance(1) | — | 1,532,300 | 3,064,590 | — | | Bonus (Accrued Obligations)(2) | 420,630 | 420,630 | 420,630 | 420,630 | | SRP Payment(3) | — | — | 1,015,312 | — | | Gross-up Payment(4) | N/A | N/A | N/A | N/A | | Accelerated Vesting of Equity Awards(5) | | | | | | Stock Options | 121,526 | — | 464,310 | 464,344 | | RSUs | 228,178 | 228,178 | 357,053 | 228,178 | | Performance Shares | 675,155 | 455,994 | 1,341,655 | 675,155 | | Continued Benefits Coverage(6) | — | 50,462 | 100,925 | — | | Outplacement(7) | — | 25,000 | 60,090 | — | | Total | 1,445,489 | 2,712,564 | 6,824,565 | 1,788,307 | | Paul F. Titterton | | | | | | Cash Severance(1) | — | 1,399,190 | 2,798,370 | — | | Bonus (Accrued Obligations)(2) | — | 384,090 | 384,090 | 384,090 | | SRP Payment(3) | — | — | 832,676 | — | | Gross-up Payment(4) | N/A | N/A | N/A | N/A | | Accelerated Vesting of Equity Awards(5) | | | | | | Stock Options | — | — | 275,395 | 275,423 | | RSUs | — | 228,178 | 357,053 | 228,178 | | Performance Shares | — | 267,730 | 812,687 | 404,781 | | Continued Benefits Coverage(6) | — | 50,462 | 100,925 | — | | Outplacement(7) | — | 25,000 | 54,870 | — | | Total | — | 2,354,650 | 5,616,066 | 1,292,472 | | Kim Nero | | | | | | Cash Severance(1) | — | 971,850 | 1,943,700 | — | | Bonus (Accrued Obligations)(2) | — | 229,900 | 229,900 | 229,900 | | SRP Payment(3) | — | — | 101,067 | — | | Gross-up Payment(4) | N/A | N/A | N/A | N/A | | Accelerated Vesting of Equity Awards(5) | | | | | | Stock Options | — | — | 146,560 | 157,419 | | RSUs | — | — | — | — | | Performance Shares | — | 180,330 | 527,766 | 251,500 | | Continued Benefits Coverage(6) | — | 50,462 | 100,925 | — | | Outplacement(7) | — | 25,000 | 41,800 | — | | Total | — | 1,457,542 | 3,091,718 | 638,819 | | Brian L. Glassberg | | | | | | Cash Severance(1) | — | 930,000 | 1,860,000 | — | | Bonus (Accrued Obligations)(2) | — | 220,000 | 220,000 | 220,000 | | SRP Payment(3) | — | — | 137,765 | — | | Gross-up Payment(4) | N/A | N/A | N/A | N/A | | Accelerated Vesting of Equity Awards(5) | | | | | | Stock Options | — | — | 78,235 | 78,261 | | RSUs | — | 39,913 | 145,466 | 29,574 | | Performance Shares | — | — | 246,451 | 82,952 | | Continued Benefits Coverage(6) | — | 50,462 | 100,925 | — | | Outplacement(7) | — | 25,000 | 40,000 | — | | Total | — | 1,265,375 | 2,828,842 | 410,787 |

  160. Potential Payments upon Termination or Change in Control Table

    | (1) Represents the cash severance payable to the executive under the termination scenarios identified above under our Executive Severance Plan and the COC Agreements described below. |

  161. Potential Payments upon Termination or Change in Control Table

    | (2) Our executives are eligible to receive an annual bonus payout subject to their continued employment through the end of the applicable year. In addition, each executive may receive a prorated annual bonus based on actual performance in the event of an involuntary termination without cause under the Executive Severance Plan and a prorated target bonus upon an involuntary termination under the COC Agreements, upon death or disability, or upon retirement. For purposes of the table above, given that the termination in each of the scenarios identified is assumed to have occurred on December 31, 2023, we have included the executive’s 2023 target bonus amount, which amount would be payable to the executive in the termination scenarios identified in the table. |

  162. 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. |

  163. Potential Payments upon Termination or Change in Control Table

    | (4) Upon a COC, certain payments made to Mr. Lyons could be subject to the excise tax imposed on “excess parachute payments” by the Code. Pursuant to his existing employment agreement in effect since 2009, Mr. Lyons is eligible for reimbursement for a gross-up payment for any excise taxes payable pursuant to Sections 280G and 4999 of the Code arising as a result of the receipt of any such payments. The value of COC payments to Mr. Lyons as of December 31, 2023 fell below the level that would trigger an excise tax; therefore, he would not receive a gross-up payment. |

  164. Potential Payments upon Termination or Change in Control Table

    | (5) Represents the aggregate value of the accelerated vesting of the equity awards held by the executive in the termination scenarios identified above. With respect to RSUs and performance shares, the value is calculated by multiplying the closing price per share of our common stock on December 29, 2023 by the number of RSUs or performance shares the vesting of which accelerates in connection with the applicable triggering event. For purposes of the 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 per share of our common stock on December 31, 2023 over the exercise price of the unvested options. The values reflected in the table also include accrued dividends on such unvested awards that would be paid upon vesting. |

  165. Potential Payments upon Termination or Change in Control Table

    | (6) Represents the estimated value of continued benefits to be provided to the executive under the termination scenarios identified under our Executive Severance Plan and the COC Agreements described below. The foregoing estimates are based on the premiums in effect on December 31, 2023. |

  166. Potential Payments upon Termination or Change in Control Table

    | (7) Represents the value of outplacement benefits to which the executive would be entitled under the termination scenarios identified above under our Executive Severance Plan and the COC Agreements described below. |

  167. Potential Payments upon Termination or Change in Control Table

    | GATX CORPORATION - 2024 Proxy Statement | 63 |

  168. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total annual compensation of Robert C. Lyons, our CEO, to the total annual compensation of our median employee for our last completed fiscal year. In 2023, our last completed fiscal year, the annual total compensation of our CEO was $6,472,498, and the annual total compensation of our median employee was $70,611. As a result, for 2023, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 92 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, bonus, 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. 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.

  169. Pay Ratio Disclosure

    | GATX CORPORATION - 2024 Proxy Statement | 65 |

  170. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and the Company’s financial and stock price performance.

  171. 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, 2020, 2021, 2022, and 2023, and our financial performance for each such fiscal year:

  172. 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) | ($)(1) | ($)(1) | ($)(1) | NEOs ($)(1) | NEOs ($)(1) | ($) | ($)(2) | millions) | millions) | | 2023 | — | 6,472,498 | — | 5,092,187 | 1,798,061 | 1,543,434 | 158.50 | 143.34 | 259.169 | 257.602 | | 2022 | 6,120,956 | 4,559,380 | (2,085,538) | 4,463,028 | 1,909,348 | 1,434,592 | 137.55 | 123.10 | 155.923 | 217.694 | | 2021 | 7,464,484 | — | 8,822,603 | — | 2,150,242 | 2,418,007 | 132.04 | 141.70 | 143.093 | 182.186 | | 2020 | 7,286,765 | — | 6,085,390 | — | 2,230,205 | 1,665,757 | 103.21 | 113.61 | 151.306 | 162.515 |

  173. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  174. Pay Versus Performance Table

    | Year | PEO(s) | Non-PEO NEOs | | 2023 | Robert C. Lyons | Thomas A. Ellman, Brian L. Glassberg, Kim Nero, and Paul F. Titterton | | 2022 | Robert C. Lyons; Brian A. Kenney(a) | Thomas A. Ellman, Deborah A. Golden, Kim Nero, N. Gokce Tezel, Paul F. Titterton, and Robert A. Zmudka | | 2021 | Brian A. Kenney | Thomas A. Ellman, Deborah A. Golden, Robert C. Lyons, and N. Gokce Tezel | | 2020 | Brian A. Kenney | Thomas A. Ellman, Deborah A. Golden, Robert C. Lyons, and N. Gokce Tezel |

  175. Pay Versus Performance Table

    | (a) Effective April 22, 2022, Mr. Lyons was appointed as our President and Chief Executive Officer upon the retirement of Mr. Kenney. |

  176. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (“FY”), as adjusted as follows:

  177. Pay Versus Performance Table

    | | 2020 | | 2021 | | 2022 | | | 2023 | | | | | Average | | Average | | | Average | | Average | | | | Non-PEO | | Non-PEO | PEO | PEO | Non-PEO | | Non-PEO | | Adjustments | PEO | NEOs | PEO | NEOs | (Kenney) | (Lyons) | NEOs | PEO | NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(3,711,680) | $(672,742) | $(4,732,100) | $(819,143) | $(5,119,282) | $(3,096,428) | $(802,187) | $(3,603,404) | $(738,939) | | 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 | $4,033,698 | $731,108 | $5,215,423 | $902,825 | $724,813 | $3,188,799 | $623,923 | $3,321,372 | $680,948 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $682,021 | $0 | $18,517 | $0 | $0 | | 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 | $(751,099) | $(137,477) | $(250,914) | $(47,142) | $(1,099,553) | $(451,230) | $(395,281) | $(90,196) | $14,411 | | 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 | $558,613 | $98,045 | $1,142,195 | $230,193 | $319,898 | $77,046 | $139,484 | $(131,861) | $(46,859) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | $0 | $0 | $(3,603,913) | $0 | $(97,972) | $0 | $0 | | Increase based on Dividends Paid to the Executive during Applicable FY on outstanding equity awards | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Increase based on Incremental Fair Value of Options Modified during Applicable FY | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | 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 | $(1,716,441) | $(711,706) | $(467,804) | $(157,910) | $(250,696) | $0 | $(63,023) | $(1,081,846) | $(226,300) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $385,534 | $128,325 | $451,318 | $158,942 | $140,217 | $185,460 | $101,783 | $205,624 | $62,112 | | TOTAL ADJUSTMENTS | $(1,201,375) | $(564,448) | $1,358,118 | $267,766 | $(8,206,494) | $(96,353) | $(474,756) | $(1,380,311) | $(254,628) |

  178. 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 (1) for performance stock units (and RSUs, if any), the average of the high and low values of our common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price on the applicable vesting date(s) multiplied by the probability of achievement as of the applicable date, and (2) 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 date(s), 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: a) the average of the high and low values of our common stock on the applicable valuation date as of the current market price, b) 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, c) volatility based on the historical volatility of our stock price over a period equal to the expected term, and d) 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, 2023 and prior fiscal years. |

  179. Pay Versus Performance Table

    | (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P MidCap 400 Index (the “Peer Group”). |

  180. Pay Versus Performance Table

    | GATX CORPORATION - 2024 Proxy Statement | 67 |

  181. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  182. 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 PEO(s) 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, 2020, 2021, 2022 and 2023. 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.

  183. 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, 2023:

  184. Pay Versus Performance Tabular List

    | ● | Net income, excluding tax adjustments and other items (non-GAAP) |

  185. Pay Versus Performance Tabular List

    | ● | Three-year cumulative investment volume |

  186. Pay Versus Performance Tabular List

    | ● | Three-year average LTI-adjusted return on equity (non-GAAP) |

  187. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see the sections titled Performance Measures, Goal Setting, and Pay-for-Performance Alignment, Annual Incentive Awards and Long-Term Equity Based Incentive Awards in the Compensation Discussion and Analysis elsewhere in this Proxy Statement.

  188. Pay Versus Performance Tabular List

    | GATX CORPORATION - 2024 Proxy Statement | 69 |

  189. Pay Versus Performance Tabular List

    The Audit Committee has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm for fiscal year 2024, and our Board is seeking shareholder ratification of the appointment. EY and its predecessor firms have served as our independent registered public accounting firm since 1916. Shareholder ratification of this appointment is not required by our By-Laws or applicable laws and regulations. However, our Board annually submits this appointment for shareholder ratification as an element of our strong governance program. While this vote cannot be binding, if shareholders do not ratify the appointment of EY, the Audit Committee will take the vote into account in making future appointments. Representatives of EY are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions by shareholders.