Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Our 2021 financial results calculated in accordance with GAAP include $39.1 million of tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement.

Notice of Annual

Meeting of Shareholders

Date:         Friday, April 22, 2022

Items of Business:

• Election of 9 Directors

• Adoption of Advisory Resolution to Approve Executive Compensation

• Ratification of Independent Registered Public Accounting Firm

Time:         9:00 a.m. Central Time

Place:       To support the health and safety of our shareholders, employees, and directors, the annual meeting will be held as a live audio webcast at
https://meetnow.global/MMHSFKX

Record Date:     Close of business on February 25, 2022

Go to the website identified on the proxy card

•  Enter the Control Number printed on the proxy card

•  Follow the instructions on the screen.

Call the toll-free number identified on the proxy card

•  Enter the Control Number printed on the proxy card

•  Follow the recorded instructions.

Mark your selections on the enclosed proxy card

•  Date and sign your name exactly as it appears on the proxy card

•  Promptly mail the proxy card in the enclosed postage-paid envelope

Return promptly to ensure that it is received before the deadlines stated above.

You can vote online at the virtual annual meeting

•  Follow the instructions on the meeting website:
https://meetnow.global/MMHSFKX

EXHIBIT A    

1  

Election of directors

2  

Adoption of advisory resolution approving our executive compensation

3  

Ratification of independent registered public accounting firm

✓

✓

✓

✓

✓

✓

✓

✓

✓

  Other Public  

Company
Boards

 Diane M. Aigotti*

Retired; Former Executive Vice President,

Managing Director and Chief Financial Officer,
Ryan Specialty Group, LLC

 Anne L. Arvia*

 Brian A. Kenney

 Robert C. Lyons

 James B. Ream*

 Adam L. Stanley*

Chief Experience Officer,

Teach for America

 David S. Sutherland*

 Stephen R. Wilson*

 Paul G. Yovovich*

Independent Director

A = Audit Committee; C = Compensation Committee; G = Governance Committee; LD = Lead Director

The Railcar Leasing Market is Highly Cyclical. The railcar leasing market in which GATX operates is extremely cyclical. Many of our rail customers also operate in cyclical markets, such as the petroleum, chemical, fertilizer, food/agricultural, transportation, and construction industries. This cyclical demand, combined with changing macroeconomic conditions and swings in railcar supply, results in significant volatility in industry-wide railcar utilization and lease rates over time.

We Manage Our Business With a Long-Term View. Most of our operating assets typically have economic useful lives of 20 to 40 years. We proactively manage our business with a long-term view, which includes buying, leasing, maintaining, and selling long-lived assets into constantly changing business conditions over decades. It is critical that we make disciplined investment decisions that match the long lives of our assets. Through multiple industry and economic cycles, we have maintained a long-term focus on investing while executing numerous strategic initiatives to enhance our competitive advantage.

Our Strategy Varies Depending on Position in Market Cycle. Our strategy of emphasizing asset growth and asset return at different points in the railcar leasing market cycle enables GATX to generate strong long-term shareholder return.

In stronger railcar markets, we focus on increasing lease rates and lengthening lease terms to lock in attractive lease revenue as long as possible. At the same time, we may de-emphasize new railcar investment due to high railcar prices unless we identify assets that will earn correspondingly higher lease rates with long lease terms.

Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investment on favorable terms. We also reduce lease rates to maintain asset utilization and shorten lease terms to position us to capture value when lease rates improve.

Our Executive Compensation Program Supports This Long-Term Cyclical Approach and Strategy. Our executive compensation program is designed and managed by our Compensation Committee to motivate and retain management through each stage of the business cycle, including in both strong and weak railcar leasing markets. The Committee sets goals intended to align executive compensation with the appropriate achievement of our dual goals of growth and return at various points in the business cycle. Reflecting this focus, our Compensation Committee uses net income as the performance measure in our annual incentive plan and three-year average return on equity and three-year cumulative investment volume as the performance measures in our long-term incentive plans. The Committee recognizes that our growth, investment and returns will differ at various points in the cycle and sets the performance goals for each of these measures with the intent of focusing management on achieving results that will have the biggest impact on our financial performance and long-term shareholder value in light of where we are in the business cycle.

Exited non-core businesses to focus on opportunities where GATX had the greatest competitive advantage—leasing long-lived, widely used transportation assets which we uniquely understand and where we provide valuable services in connection with those assets.

Invested counter-cyclically by capitalizing on weak market conditions to acquire assets at economically attractive valuations.

Avoided chasing short-term trends with long-lived assets; for example, during the energy boom in 2013-2014 we remained disciplined with our railcar investments, which positioned us well to weather the down-cycle that followed.

Increased the percentage of service events performed in Rail North America’s wholly owned repair network, where we believe our safety, quality, delivery, and cost metrics are superior.

Expanded into international and emerging markets by leveraging our knowledge and expertise in railcar design and engineering.

Leasing Market Continued in a Weakened Position in 2021. Entering 2021, the North American railcar leasing market remained in a weakened position due to a significant industry-wide oversupply of railcars. We were facing lower rates on lease renewals and intense competitive pressures threatened fleet utilization. There was uncertainty with respect to continuing adverse impacts related to COVID-19 and whether a sustained recovery would occur in 2021, primarily in international markets where another round of lockdowns had recently commenced. The pandemic’s most profound negative impact on our business continued to be on our aircraft spare engine leasing business due to the ongoing, significant reduction in global air travel.

Strong Total Shareholder Return Despite Challenging Environment. In this challenging environment, we executed our strategic priorities and delivered strong financial results, including a one-year total shareholder return of 27.9%.¹

Strong 2021 Financial and Operational Results. Set forth below is a summary of our key financial and operational achievements during 2021 despite operating in a weakened leasing market:

Total shareholder return calculation assumes dividends are reinvested.

Amounts in these charts are based on net income, excluding tax adjustments and other items, and are non-GAAP financial measures. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement.

Reflects continuing operations only.

Operational data in the charts relates to our Rail North America segment.

Excludes boxcars.

  Strong Earnings

•   Net income from continuing operations of $143.1 million ($182.2 million excluding tax adjustments and other items).¹

•   Diluted earnings per share from continuing operations of $3.98 ($5.06 excluding tax adjustments and other items).¹

•   Return on equity of 7.2% (11.0% excluding tax adjustments and other items).¹

  Excellent Operating Performance

•   Protected our maintenance employees, who are deemed essential employees, through the enhancement of strict COVID-19 protocols at our facilities. Managed our employees’ actual and potential exposure to COVID-19 to minimize transmission and offered vaccine incentives and benefits. Protected our office employees through connected but remote work.

•   Capitalized on difficult market conditions by investing over $1.0 billion in attractively priced, long-lived transportation assets for the second consecutive year.

•   Achieved railcar lease utilization of 98-100% across our rail businesses.

•   Achieved high renewal success rates for our railcar fleets, which resulted in lower fleet churn and reduced maintenance expense incurred in preparing railcars for new customers.

•   Reduced railcar maintenance expense by continuing to increase the percentage of railcar repairs performed in Rail North America’s wholly-owned network of shops, where we believe our safety, quality, delivery, and cost metrics are superior.

• Further optimized our North American rail fleet through selective divestitures and scrapping.

•   Continued expansion and diversification of the railcar fleets at GATX Rail Europe and GATX Rail India, despite an extremely challenging pandemic year.

•   Invested $350 million directly in aircraft spare engines, capitalizing on the downturn in aerospace to add attractive assets to our portfolio.

•   Made record tank container investments at Trifleet, further expanding our global transportation asset base.

  Returned Cash to Shareholders

•   Increased our dividend for the 11th consecutive year to $2.00 (annualized) per share, completing our 103rd year of uninterrupted dividends.

Our 2021 financial results calculated in accordance with GAAP include $39.1 million of tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement.

Substantial Majority of 2021 Pay Aligned with Performance. We design our pay programs to reward executives for positive Company performance and align with shareholder interests by having a significant portion of compensation composed of performance-based and long-term incentive awards. As shown in the charts below, 84% of our CEO’s 2021 total target compensation and approximately 71% of the 2021 total target compensation for our other named executive officers listed in the 2021 Summary Compensation table (our “NEOs”) on page 51 were tied to annual and long-term incentives based on Company performance relative to objective, quantifiable financial goals or, with respect to stock options, will only have value if our stock price increases.

Rigorous Incentive Targets. Our Compensation Committee carefully considered the adverse market conditions affecting our business and set performance goals that we determined would be appropriately rigorous and difficult to achieve given the challenging market. Annual incentive awards for our NEOs are based on net income objectives. Long-term incentives in the form of performance shares are earned based on achievement of two equally weighted measures of the three-year average return on equity (return measure) and the three-year cumulative investment volume (growth measure). Please see Compensation Discussion & Analysis – Performance Measures, Goal Setting, and Pay-for-Performance Alignment on page 40 for more information about how the Compensation Committee establishes our annual and long-term performance measures.

No Adjustments to Performance Metrics or Achievement Levels. Our Compensation Committee did not adjust performance achievement levels or reduce goals tied to corporate performance under any of the outstanding incentive plans, including the 2021 annual incentive plan and the outstanding performance share plans, to account for adverse impacts of the COVID-19 pandemic on our business segments.

Market Data Considered in Designing Competitive Compensation Program. Our Compensation Committee also reviewed market compensation levels and program design to provide a frame of reference for comparison in designing and setting competitive 2021 executive compensation commensurate with market, Company, and NEO performance, and the need to retain executive officers of outstanding ability and potential.

Total compensation for each of our NEOs, as reported in the Summary Compensation Table on page 51, includes the Change in Pension Value and Non-Qualified Deferred Compensation Earnings for each of the years 2019-2021, which is sensitive to external variables such as changes in interest rates and assumptions about life expectancy.

While the Compensation Committee considers all elements of annual compensation for our NEOs, the Committee is aware that the change in pension value fluctuates year to year and is unrelated to performance and outside of its control. These fluctuations year over year can significantly impact our NEOs’ total compensation as evidenced by a comparison of amounts in our CEO’s Total Compensation column in the Summary Compensation Table with those in the Total Without Change in Pension Value column, particularly for the years 2019 and 2020. The change in pension value amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings for the three-year period does not reflect current compensation and represents the present value of an estimated stream of payments to be made to our NEOs following retirement.

2021

($)  

2020    

($)      

   Audit Fees

2,799,000

2,646,000   

   Audit-Related Fees

140,000

143,000   

   Tax Fees

67,000

22,000   

   All Other Fees

3,000

3,000   

   TOTAL Fees

3,009,000

2,814,000   

AT GATX, OUR MISSION IS TO PROVIDE INNOVATIVE, UNPARALLELED SERVICE THAT ENABLES OUR CUSTOMERS TO TRANSPORT WHAT MATTERS SAFELY AND SUSTAINABLY WHILE CHAMPIONING THE WELL-BEING OF OUR EMPLOYEES AND COMMUNITIES.

OUR ETHICS AND INTEGRITY

OUR PEOPLE

•   Committing to operate our business consistent with the highest standards of honest and ethical behavior

•   Championing a company-wide ethics and compliance program intended to provide our employees with resources and regular training to assist them in doing their jobs in an ethical manner while empowering them to raise questions and concerns without fear of retaliation

•   Protecting the safety of our employees is our highest priority

•   Fostering a diverse and inclusive workplace through our policies and programs

•   Investing in our employees through training, professional development, benefit programs, and education

OUR ENVIRONMENT

OUR COMMUNITIES

•   Striving for the highest levels of asset quality and safety

•   Implementing sustainable policies and practices designed to reduce energy use, decrease waste, increase recycling, and lower water consumption in our operations

•   Evaluating, quantifying, and reporting on business, operational and strategic risks associated with climate change

•   Investing in safety training and civic engagement initiatives to support the communities where we live and work

•   Encouraging employee involvement in their local communities through fundraising campaigns and volunteer projects

Nothing on our website shall be deemed incorporated by reference into this Proxy Statement.

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

overseeing the conduct of our business

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

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

overseeing compliance with law and ethical standards

presiding at meetings of the Board if the Chairman and Chief Executive Officer is not present

regularly convening and serving as Chair of executive sessions of the independent directors

attending the meetings of all Board committees

serving as principal liaison between the Chairman and Chief Executive Officer and the independent directors

advising the Chairman and Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties

in consultation with the Chairman and Chief Executive Officer, establishing the meeting schedules and agendas for each Board meeting to ensure that the Board has adequate time for discussion and consideration of matters

interviewing, along with the Chair of the Governance Committee, all director candidates and making recommendations to the Governance Committee

Director*

Board of      
Directors      

Audit      
Committee      

Compensation      
Committee      

Governance      
Committee      

Diane M. Aigotti

●      

●      

●      

Anne L. Arvia

●      

C      

Brian A. Kenney

C      

James B. Ream

L      

●      

●      

Adam L. Stanley

●      

●      

●      

David S. Sutherland

●      

C      

Stephen R. Wilson

●      

●      

●      

Paul G. Yovovich

●      

●      

C      

Number of 2021 meetings

11      

7      

5      

4      

In the table above, “C” means Chair and “L” means Lead Director.

the integrity of our financial statements

our compliance with legal and regulatory requirements

our guidelines, policies, and procedures with respect to risk assessment and risk management

the independent registered public accounting firm’s qualifications and independence with respect to services performed, including non-audit fees and services

the performance of our internal audit function and the independent registered public accounting firm

our cybersecurity risks, controls and procedures

conducting an annual evaluation of the Chief Executive Officer’s performance

annually setting the Chief Executive Officer’s compensation level and reviewing and approving compensation levels of our other senior officers

establishing and administering our incentive compensation plans, equity-based plans, and other bonus plans, including granting awards and approving payouts under our plans

annually reviewing the corporate goals and objectives relating to compensation of our Chief Executive Officer and other senior officers

periodically reviewing and making recommendations to the Board regarding the compensation of our non-management directors

evaluating the qualifications and independence of the Compensation Committee’s independent compensation consultant

identifying individuals qualified to become Board members and recommending to the Board a slate of director nominees for election at each annual meeting of shareholders

ensuring that all of the Board committees have the benefit of qualified and experienced independent directors

regularly reviewing a matrix of director skills to ensure a diversity of relevant experience, fresh perspective, skills, backgrounds, and other attributes on the Board

developing and overseeing an effective set of corporate governance policies and procedures designed to ensure that GATX adheres to strong corporate governance and ethical standards and complies with all applicable legal and regulatory requirements

overseeing the evaluation of the Board’s performance and effectiveness, including the directors’ attendance and contributions to Board deliberations, and making such recommendations to the Board as may be appropriate

overseeing ESG matters and receiving periodic reports from management on related strategic initiatives

FULL BOARD

While management is responsible for managing risk, the Board and its committees play a role in overseeing our risk management practices and programs. We have internal processes and an internal control environment that facilitates identification and management of risk and regular communication with the Board. These include an enterprise risk management program, regular internal management disclosure committee meetings, codes of business conduct and ethics, a strong ethics and compliance program, and a comprehensive internal and external audit process. The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the Board.

Audit Committee

Compensation Committee

Governance Committee

Plays a key role in the Board’s risk oversight process, particularly in relation to risks that could have a financial impact, such as financial reporting, taxes, accounting, disclosure, internal controls, legal matters, cybersecurity, and our ethics and compliance programs.

Discusses our risk assessment and risk management guidelines and policies with management, the internal auditors, and the independent registered public accounting firm.

Receives regular reports from management and discusses steps taken by management to monitor and control risk exposures.

Reviews all of our quarterly financial reports, including any disclosure therein of risk factors affecting us and our business.

Receives quarterly reports from management regarding information security matters, including but not limited to security events, threats, controls, security projects, compliance, security awareness training and updates to the information security heat map.

Provides regular reports to the Board on its risk oversight activities and any issues identified thereby.

Manages risks associated with personnel and compensation issues, including executive compensation.

Receives regular reports from the independent compensation consultant and management concerning our compensation plans, policies, and practices.

Sets performance goals under our annual and long-term incentive plans and oversees our compensation plans, policies, and practices.

Provides regular reports to the Board on its oversight of compensation-related risks.

Together with the Compensation Committee’s independent consultant, provides input to our human resources staff in conjunction with their annual assessment of potential risks that may be created by our compensation plans, policies, and practices. The assessment conducted for 2021 found that our compensation plans, policies, and practices did not create risks that would be reasonably likely to have a material adverse effect on GATX. In reaching this conclusion, we considered the mix of compensation paid to employees, as well as the risk control and mitigation features of our plans, including appropriate performance measures and targets, incentive plan payout maximums, our compensation clawback policy, and mandatory stock retention requirements for our executive officers.

Manages risks associated with governance issues, such as the independence of the Board, Board effectiveness and organization, corporate governance, and director succession planning.

Reviews the skills and experience of the directors on a regular basis to ensure the diversity of relevant experience necessary for an effective Board.

Maintains corporate governance guidelines and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards.

Oversees environmental, social, and governance matters, including but not limited to receiving regular reports from management on environmental risks and opportunities and ESG disclosures.

Provides regular reports to the Board on its risk oversight activities.

the transaction may enable us to obtain products or services of a nature, quantity, or quality, or on other terms, that are not readily available from alternative sources

the transaction is on “arm’s length” terms comparable to the terms on which we provide products or services to unrelated third parties or to our employees generally

by mail addressed to the Board, any director, or the non-management directors as a group, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147

electronically by sending an e-mail to contactboard@gatx.com

anonymously through our hotline vendor, Convercent, by internet at www.convercent.com/report or by telephone at (800) 461-9330

the highest level of personal and professional ethics, integrity, and values

an inquisitive and objective perspective

broad experience at the policy-making level in business, finance, accounting, government, or education

expertise and experience relevant to GATX and complementary to the background and experience of other Board members, so that an optimal balance and diversity of Board members may be achieved and maintained

broad business and social perspective and mature judgment

the overall diversity of the Board

commitment to serve on the Board for an extended period of time to ensure continuity and to develop knowledge about the Company’s business

demonstrated ability to communicate freely with management and the other directors, as well as the ability and disposition to meaningfully participate in a collegial decision-making process

willingness to devote the required time and effort to carry out the duties and responsibilities of a Board member

independence from any particular constituency, and the ability to represent the best interests of all shareholders and to appraise objectively the performance of management

Robert C.
Lyons

(CEO-

elect)

James
B.

Ream
(LD)

Diane

M.
Aigotti

KNOWLEDGE,

SKILLS, AND

EXPERIENCE

2022 Tenure

2022 Age

Rail & Other

Transportation

Air Transportation

Operations

Raw Materials

Human Resources & Recruiting

Customer

Perspectives

International &

Emerging Markets

Finance / M&A

Capital Markets /

Private Equity

Fixed Income

Investments

Debt Market

Experience

Risk Management

Accounting &

Financial Audit

Technology & Data

Security

Law & Litigation

Regulatory &

Public Affairs

Robert C.
Lyons

(CEO-

elect)

James
B.

Ream
(LD)

Diane

M.
Aigotti

DEMOGRAPHICS

RACE / ETHNICITY

American Indian /

Alaska Native

Asian

Black or African

American

Hispanic or Latino

Native Hawaiian /

Other Pacific

Islander

White or Caucasian

Other

GENDER

Male

Female

Other

Diane M. Aigotti

Years of Service:     5

Age:    57

Board Committees:     Audit, Governance

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 board of OneDigital Health and Benefits, Inc., which provides consulting and technology solutions to employers for their employees’ health and welfare benefits. The Board has determined that Ms. Aigotti qualifies as an Audit Committee Financial Expert.

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

Deep understanding of the insurance industry gained through her experience as the Chief Financial Officer of a large global insurance organization

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

Anne L. Arvia

Years of Service:    12

Age:    58

Board Committees:     Audit (Chair)

Ms. Arvia has served as Executive Vice President, Banking and Financial Services, The Auto Club Group and President, CEO, The Auto Club Trust, since September 2018. Previously, Ms. Arvia served as Acting President, USAA Bank from November 2016 to May 2017 and as 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.

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

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

Wealth of experience in investment, operations, risk management, and financial matters gained through her many years of senior management experience in the financial services sector

Brian A. Kenney

Years of Service:    17

Age:    62

Chairman of the Board, President and Chief Executive Officer

Mr. Kenney has served as our Chairman of the Board and Chief Executive Officer since 2005 and as President since 2004 and will retire as Chief Executive Officer and President at the April 22, 2022 Annual Meeting. Previously, he held positions at GATX as Senior Vice President, Finance and Chief Financial Officer from 2002 to 2004, Vice President, Finance and Chief Financial Officer from 1999 to 2002, and Vice President – Finance from 1998 to 1999. He first joined GATX in 1995 as Treasurer. Before coming to GATX, Mr. Kenney served as Managing Director, Corporate Finance and Banking for AMR Corporation and in various financial positions with United Airlines and Morton International, Inc. Mr. Kenney also served as a member of the board of directors of USG Corporation, a publicly held manufacturer and supplier of building supply products, from 2011 until its acquisition in April 2019.

Unique perspective and insight that comes from managing the Company’s business on a day-to-day basis

Substantial operating, risk management, and transportation industry experience

Extensive financial and capital markets expertise

Strategic leadership skills necessary to manage GATX’s leasing business through market cycles while meeting the challenges of a constantly changing environment across GATX’s portfolio of assets

Broad experience on corporate governance issues gained through his experience on public company boards of directors

Robert C. Lyons

Years of Service:    NA

Age:    58

Chief Executive Officer-elect

Mr. Lyons has served as our Executive Vice President and President, Rail North America since 2018 and in December 2021 was elected CEO of GATX Corporation effective April 22, 2022. 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 the Audit Committee.

Deep knowledge of our core railcar leasing business gained through his leadership role as President of Rail North America

Substantial transportation industry experience including in aircraft spare engine leasing

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

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

James B. Ream

Years of Service:    13

Age:     66

Lead Director

Board Committees:     Compensation, Governance

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.

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.

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

Extensive financial, accounting, and risk management expertise

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

Years of Service:    2

Age:     48

Board Committees:     Audit, Governance

Mr. Stanley has served as the Chief Experience Officer at Teach for America, a non-profit organization that seeks to overcome education inequality, since January 2022. From March 2014 until November 2021, Mr. Stanley served as Chief Information Officer and Chief Digital Officer of Cushman & Wakefield plc, one of the largest global commercial real estate services firms, where he oversaw all technology, data, and digital transformation strategies. Prior to this role, he was 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. He also serves on the board of directors of 1871, the Chicago-based tech innovation and entrepreneurship incubator.

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

Extensive human capital management and process integration expertise

Significant financial and risk management skills and experience

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

Years of Service:    14

Age:     72

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 also serves as non-executive chairman and a director of United States Steel Corporation and as a director of Imperial Oil Ltd.

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

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

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

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

Years of Service:    7

Age:     73

Board Committees:     Audit, Compensation

Mr. Wilson retired as Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc. in 2014. Previously, he served as President and Chief Executive Officer of CF Industries from 2003 to 2005 and as Senior Vice President and Chief Financial Officer from 1991 to 2003. Mr. Wilson began his career with Inland Steel Industries, Inc. in 1974 and served in a variety of increasingly responsible positions in both strategic planning and finance. The Board has determined that Mr. Wilson qualifies as an Audit Committee Financial Expert. In 2021, Mr. Wilson retired from the board of directors of Ameren Corporation where he was chairman of the Finance Committee and a member of the Human Resources Committee.

Demonstrated financial, operating, strategic, and business management expertise gained though his many years of experience in senior executive roles, including as the former Chief Executive Officer of CF Industries

Significant experience in strategic planning, regulatory environment, transformational corporate transactions, and business integration, including in numerous international markets

Extensive financial and accounting expertise from his experience serving as a Chief Executive Officer and Chief Financial Officer at a major publicly held corporation

Provides valuable rail industry customer perspective gained through his experience as the Chief Executive Officer of large fertilizer company that is a major shipper of goods by rail

Years of Service:    9

Age:     68

Board Committees:     Compensation, Governance (Chair)

Mr. Yovovich is President of Lake Capital, a private equity firm he co-founded in 1998. He has over 30 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.

Broad strategic, operating, financial, accounting, regulatory, and business management experience gained through his more than 30 years of experience as a senior executive, principal, and corporate director

Qualified as a Certified Public Accountant

Significant experience in technology and data security issues

Deep expertise in transactional, investment, and capital markets matters through his many years as a private equity executive investing in, and actively overseeing the management of, Lake Capital’s portfolio companies to foster growth and value creation

Substantial corporate governance expertise gained through his experience on serving on public company boards of directors and on the boards of Lake Capital’s portfolio companies

    - Cash

  90,000

    - Phantom Stock

120,000

    - Lead Director

  25,000

    - Audit Committee Chair

  20,000

    - Compensation Committee Chair

  15,000

    - Governance Committee Chair

  10,000

Total

($)

  (a)

(b)

(c)

(h)

Diane M. Aigotti

90,000

120,000

210,000

Anne L. Arvia

110,000

120,000

230,000

Ernst A. Häberli⁽⁴⁾

30,000

40,000

70,000

James B. Ream

115,000

120,000

235,000

Adam L. Stanley

90,000

120,000

210,000

David S. Sutherland

105,000

120,000

225,000

Stephen R. Wilson

90,000

120,000

210,000

Paul G. Yovovich

100,000

120,000

220,000

Under the Directors’ Voluntary Deferred Fee Plan, the following directors have deferred a portion of their cash retainer into phantom stock units during 2021: Ms. Aigotti ($45,000), Messrs. Ream ($23,000), Sutherland ($105,000), and Yovovich ($100,000).

Mesdames Arvia and Aigotti and Messrs. Ream, Stanley, Sutherland, Wilson, and Yovovich received stock grants with grant date fair values of $30,000 on January 31, April 30, July 31 and October 31. Mr. Häberli retired as a Director on April 23, 2021. His stock grants were prorated to reflect his service prior to his retirement from the Board. These awards were fully vested upon grant and the amounts shown represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2021, in accordance with Accounting Standards Codification 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, 2021.

The aggregate number of GATX phantom stock units held on December 31, 2021 was: Ms. Aigotti (11,286), Ms. Arvia (27,907), Mr. Häberli (22,845), Mr. Ream (34,886), Mr. Stanley (3,431), Mr. Sutherland (65,747), Mr. Wilson (12,547), and Mr. Yovovich (31,824).

Mr. Häberli retired from the Board effective April 23, 2021.

The Railcar Leasing Market is Highly Cyclical. The railcar leasing market in which we operate is extremely cyclical. Many of our rail customers also operate in cyclical markets, such as the petroleum, chemical, fertilizer, food/agricultural, transportation, and construction industries. This cyclical demand, combined with changing macroeconomic conditions and swings in railcar supply, results in significant volatility in industry-wide railcar utilization and lease rates over time.

We Manage Our Business With a Long-Term View. Most of our operating assets typically have economic useful lives of 20 to 40 years. We proactively manage our business with a long-term view, which includes buying, leasing, maintaining, and selling long-lived assets into constantly changing business conditions over decades. It is critical that we make disciplined investment decisions that match the long lives of our assets. Through multiple crises and economic cycles, we have maintained a long-term focus on investing while executing numerous strategic initiatives to enhance our competitive advantage.

Our Strategy Varies Depending on Position in Market Cycle. Our strategy of emphasizing asset growth and asset return at different points in the railcar leasing cycle enables GATX to generate strong long-term shareholder return.

In stronger railcar markets, we focus on increasing lease rates and lengthening lease terms to lock in attractive lease revenue as long as possible. At the same time, we may de-emphasize new railcar investment due to high railcar prices unless we identify assets that will earn correspondingly higher lease rates with long lease terms.

Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investment on favorable terms. We also reduce lease rates to maintain asset utilization and shorten lease terms to position us to capture value when lease rates improve.

Exited non-core businesses to focus on opportunities where GATX had the greatest competitive advantage—leasing long-lived, widely used transportation assets which we uniquely understand and where we provide valuable services in connection with those assets.

Invested counter-cyclically by capitalizing on weak market conditions to acquire assets at economically attractive valuations.

Avoided chasing short-term trends with long-lived assets; for example, during the energy boom in 2013-2014 we remained disciplined with our railcar investments which positioned us well to weather the down-cycle that followed.

Increased the percentage of service events performed in Rail North America’s owned repair network, where we believe our safety, quality, delivery, and cost metrics are superior.

Expanded into international and emerging markets by leveraging our knowledge and expertise in railcar design and engineering.

The Lease Price Index is an internally generated business indicator measuring the percentage change between the average renewal lease rate and the average expiring lease rate weighted by fleet composition. Excludes boxcar fleet.

Leasing Market Continued in a Weakened Position in 2021. Entering 2021, the North American railcar leasing market remained in a weakened position due to a significant industry-wide oversupply of railcars. We were facing lower rates on lease renewals, and intense competitive pressures threatened fleet utilization. Market uncertainty hindered new railcar placements with customers. There was further uncertainty with respect to continuing adverse impacts related to COVID-19 and whether a sustained recovery would occur in 2021, primarily in international markets where another round of lockdowns was underway. The pandemic’s most profound negative impact on our business continued to be in aircraft spare engine leasing due to the ongoing, significant reduction in global air travel.

Strong Total Shareholder Return Despite Challenging Environment. In this challenging environment, we executed on our strategic priorities and delivered strong financial results, including a one-year total shareholder return of 27.9%.¹