These results are calculated in accordance with GAAP and include $61.8 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 (non-GAAP), to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit B to this Proxy Statement.

Notice of Annual

Meeting of Shareholders

Date:         Friday, April 28, 2023

Items of Business:

• Election of 8 Directors

• Adoption of Advisory Resolution to Approve Executive Compensation

• Adoption of Advisory Resolution Regarding Frequency of Future Advisory Votes on Executive Compensation

• Ratification of Independent Registered Public Accounting Firm

Time:         9:00 a.m. Central Time

Place:       The annual meeting will be held as a live audio webcast at
https://meetnow.global/MMQAVCG

Record Date:     Close of business on March 3, 2023

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/MMQAVCG

EXHIBIT A    

1  

Election of directors

2  

Adoption of advisory resolution approving our executive compensation

3  

Adoption of advisory resolution selecting EVERY YEAR as the frequency of future votes on executive compensation

4  

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*

Retired; Former Executive Vice President, Banking
and Financial Services, The Auto Club Group;
President and Chief Executive Officer,

The Auto Club Trust

 Robert C. Lyons

 James B. Ream*

Retired; Former Senior Vice President –

Operations, American Airlines

 Adam L. Stanley*

Chief Experience Officer,

Teach for America

 David S. Sutherland*

Retired; Former President and

Chief Executive Officer, IPSCO, Inc.

 Stephen R. Wilson*

Retired; Former Chairman,

President and Chief Executive

Officer, CF Industries Holdings, Inc.

 Paul G. Yovovich*

Independent Director

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

The Railcar Leasing Market is Highly Cyclical. The railcar leasing market in which GATX operates can be highly cyclical. For example, swings in railcar supply in North America typically result in significant volatility in industry-wide railcar utilization and lease rates over time. In addition, many of our rail customers also operate in cyclical markets, such as the chemical, fertilizer, food/agricultural, refined petroleum, transportation, and construction industries. This cyclical demand, combined with changing macroeconomic conditions, may also contribute to volatility in railcar utilization and lease rates.

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 returns 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 be more selective when making new railcar investments due to high railcar prices unless we identify assets that will earn correspondingly higher lease rates over the asset’s life.

Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investments. 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, excluding tax adjustments and other items (non-GAAP), as the performance measure in our annual incentive plan and three-year average “LTI-adjusted return on equity” (non-GAAP)¹ 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 ability to generate long-term shareholder value in light of where we are in the business cycle.

LTI-adjusted return on equity (non-GAAP) is calculated as GAAP net income divided by shareholders’ equity, excluding accumulated other comprehensive loss.

Leasing Market Strengthened Throughout the Year. In 2022, we executed our strategic priorities and capitalized on an improving leasing market to deliver strong financial and operating results. At Rail North America, which accounted for 71% of our 2022 revenues, we increased lease rates across most car types and achieved strong lease renewal success rates while maintaining high fleet utilization. We further optimized our diverse railcar fleet by selling railcars in the secondary market at attractive prices and entered into a multi-year railcar supply agreement to add 15,000 newly-built railcars. Despite macroeconomic challenges and supply chain disruptions, our international railcar and tank container leasing businesses took advantage of strong asset demand and achieved high fleet utilization and improved lease rates. In Portfolio Management, we increased our direct investment in aircraft spare engines, while our Rolls-Royce and Partners Finance joint ventures delivered higher than expected operating income as international air travel continued to improve from pandemic levels. By executing on our dual growth and return strategies in a gradually improving leasing market, we delivered against key metrics in our compensation plans and produced diluted earnings per share (GAAP) of $4.35 and diluted earnings per share, excluding tax adjustments and other items (non-GAAP), of $6.07.¹

Positive Total Shareholder Return Despite Challenging Macroeconomic Environment. Despite challenging macroeconomic conditions in 2022, we executed our strategic priorities and delivered strong financial results, including a total shareholder return of 4.2% during a year of significant U.S. stock market decline, as illustrated below.²

For a reconciliation of diluted earnings per share (EPS), excluding tax adjustments and other items (non-GAAP), to diluted EPS calculated in accordance with GAAP, as well as for information regarding why we believe this non-GAAP measure presents useful information to investors, please see Exhibit B to this Proxy Statement.

Total shareholder return calculation presented on an annualized basis and assumes dividends are reinvested.

Strong 2022 Financial and Operational Results. Set forth below is a summary of our key financial and operational achievements during 2022 (dollars in millions, except for per share amounts):

Reflects continuing operations only.

For a reconciliation of net income, diluted earnings per share (EPS) and return on equity (ROE), excluding tax adjustments and other items (non-GAAP), to net income, diluted EPS, and ROE calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit B to this Proxy Statement.

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

Excludes boxcars.

  Strong Earnings

•   Net income of $155.9 million (net income, excluding tax adjustments and other items (non-GAAP), of $217.7 million).¹

•   Diluted earnings per share of $4.35 (diluted earnings per share, excluding tax adjustments and other items (non-GAAP), of $6.07).¹

•   Return on equity of 7.7% (return on equity, excluding tax adjustments and other items (non-GAAP), of 10.8%).¹

  Excellent Operating Performance

•  Capitalized on market conditions by investing over $1.2 billion in attractively priced, long-lived transportation assets.

•  Achieved railcar fleet utilization of over 99% across our rail businesses (excluding boxcars).

•  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.

•  Continued to increase the percentage of railcar service events performed in Rail North America’s wholly-owned network of shops, where we believe 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.

•  Entered into a new long-term railcar supply agreement to purchase 15,000 newly built railcars through 2028, providing GATX with guaranteed access to high-quality, modern, and cost-advantaged railcars in North America.

•  Invested $150 million directly in aircraft spare engines, capitalizing on the opportunity to add attractive assets to our wholly-owned portfolio.

•  Invested over $42 million in tank containers at Trifleet, further expanding our global transportation asset base.

  Returned Cash to Shareholders

•   Increased our dividend for the 12th consecutive year to $2.08 (annualized) per share, completing our 104^th year of uninterrupted dividends.

•   Returned over $123 million to shareholders through share repurchases and dividends.

Our 2022 financial results calculated in accordance with GAAP include $61.8 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 (non-GAAP), to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit B to this Proxy Statement.

Substantial Majority of 2022 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, 83% of our current Chief Executive Officer’s (“CEO’s”) 2022 total target compensation and approximately 67% of the 2022 total target compensation for our other currently serving named executive officers listed in the 2022 Summary Compensation table (our “NEOs”) on page 55 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 market conditions affecting our business and set performance goals that we determined would be appropriately rigorous and difficult to achieve. Annual incentive awards for our NEOs are determined by comparing the Company’s actual performance against our budgeted net income for the year. Long-term incentives in the form of performance shares are earned based on achievement of two equally weighted measures of the three-year average LTI-adjusted return on equity (non-GAAP) (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 42 for more information about how the Compensation Committee establishes our annual and long-term performance measures.

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 2022 executive compensation commensurate with market, Company, and NEO performance, and the need to retain executive officers of outstanding ability and potential.

2022

($)  

2021    

($)      

   Audit Fees

   Audit-Related Fees

   Tax Fees

   All Other Fees

   TOTAL Fees

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 health and 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

•   Assessing business, operational, and strategic risks associated with climate change and reporting on key environmental data

•   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 volunteer projects and fundraising campaigns

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 all shareholder and Board meetings, including executive sessions of the independent directors

attending the meetings of all Board committees

calling Board meetings and meetings of the independent directors

establishing Board meeting schedules and agendas in consultation with the Chief Executive Officer

serving as the Board’s principal liaison with the Chief Executive Officer

interviewing all director candidates and making recommendations to the Governance Committee

determining the composition and leadership of the Board’s committees

representing the Board in our shareholder engagements and outreach meetings

Director*

Board of      
Directors      

Audit      
Committee      

Compensation      
Committee      

Governance      
Committee      

Diane M. Aigotti

●      

●      

●      

Anne L. Arvia

●      

C      

Robert C. Lyons

●      

James B. Ream

C      

●      

●      

Adam L. Stanley

●      

●      

●      

David S. Sutherland

●      

C      

Stephen R. Wilson

●      

●      

●      

Paul G. Yovovich

●      

●      

C      

Number of 2022 meetings

9      

7      

5      

5      

In the table above, “C” means Chair.

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

Receives quarterly reports from management regarding cybersecurity matters, including but not limited to cybersecurity events, threats, controls, cybersecurity projects, compliance, cybersecurity awareness training and updates to the cybersecurity 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 2022 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, including with respect to gender, race and ethnicity

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)

James B.

Ream
(Chair)

KNOWLEDGE, SKILLS AND EXPERIENCE

Tenure*

Age*

BUSINESS/OPERATIONS

Rail & Other Transportation

Air Transportation

Strategy

Sales/Business Development

Operations

Supply Chain

Raw Materials

Customer Viewpoints

International/Emerging Markets

Joint Ventures

FINANCE/TRANSACTIONS

M&A

Capital Markets/Debt & Equity

LEGAL/ACCOUNTING/OTHER RISK/RELATED EXPERIENCE

Risk Management

Accounting & Financial Controls

Information Technology & Data

Cybersecurity

Human Capital & Talent Development

Diversity, Equity & Inclusion

Legal

Regulatory, Governance & Public Affairs

Robert C.
Lyons

(CEO)

James B.

Ream
(Chair)

DEMOGRAPHICS

RACE/ETHNICITY

Black or African American

White or Caucasian

GENDER

Male

Female

Other

As of Annual Meeting date.

Diane M. Aigotti

Years of Service:    6

Age:    58

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:    13

Age:    60

Board Committees:    Audit (Chair)

Ms. Arvia has been a strategic bank advisor since May 2022. Previously, she 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.

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

Robert C. Lyons

Years of Service:    1

Age:    59

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.

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:    14

Age:    67

Chair of the Board of Directors

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:    3

Age:    49

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:    15

Age:    73

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:    8

Age:    74

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 a large fertilizer company that is a major shipper of goods by rail

Years of Service:    10

Age:    69

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

Current Annual

Fee Amount ($)

    - Cash Retainer

  90,000

    - Equity Retainer – Restricted Stock Units (“RSUs”)

125,000

    - Non-Executive Chair of the Board

  60,000

    - Audit Committee Chair

  22,500

    - Compensation Committee Chair

  17,500

    - Governance Committee Chair

  15,000

Fees earned

or paid in cash

($)⁽¹⁾

Stock

Awards

($)^(2)(3)(4)

Total

($)

  (a)

(b)

(c)

(h)

Diane M. Aigotti

90,000

186,667

276,667

Anne L. Arvia

110,000

186,667

296,667

James B. Ream⁽⁵⁾

120,833

186,667

307,500

Adam L. Stanley

90,000

186,667

276,667

David S. Sutherland

105,000

186,667

291,667

Stephen R. Wilson

90,000

186,667

276,667

Paul G. Yovovich

102,500

186,667

289,167

Under the Deferred Fee Plan, the following directors have deferred a portion of their cash retainer into phantom stock units during 2022: Ms. Aigotti ($30,000), Mr. Ream ($7,667) and Mr. Sutherland ($35,000). Under the Deferred Fee Plan, the following directors have deferred a portion of their cash retainer into RSUs during 2022: Ms. Aigotti ($60,000), Mr. Ream ($14,500) and Mr. Sutherland ($70,000).

Mses. Aigotti and Arvia and Messrs. Ream, Stanley, Sutherland, Wilson, and Yovovich received equity grants of phantom stock units with grant date fair values of $30,417 on January 31, 2022 and $31,250 on April 30, 2022. In addition, they each received an equity grant of 1,128 RSUs with a grant date fair value of $125,000 on April 22, 2022. These RSUs will vest in full and be paid in shares of GATX common stock on April 28, 2023, 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, 2022, 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, 2022.

The aggregate number of GATX phantom stock units held on December 31, 2022 was: Ms. Aigotti (12,494), Ms. Arvia (29,090), Mr. Ream (36,326), Mr. Stanley (4,108), Mr. Sutherland (68,230), Mr. Wilson (13,413), and Mr. Yovovich (33,255).

The aggregate number of GATX RSUs held on December 31, 2022 was: Ms. Aigotti (1,588), Ms. Arvia (1,141), Mr. Ream (1,255), Mr. Stanley (1,141), Mr. Sutherland (1,663), Mr. Wilson (1,128), and Mr. Yovovich (1,128).

Mr. Ream received the Lead Director fee of $25,000 per year through October 31, 2022, after which he became Chair of the Board and began receiving the non-Executive Chair fee of $60,000 per year. For 2022, these fee amounts were pro-rated to reflect his time of service in each role.

Mr. Kenney retired as President and Chief Executive Officer effective April 22, 2022, after which he continued to serve on the Board of Directors as non-executive Chair until his retirement from the Board effective October 31, 2022.

Mr. Lyons was elected as President and Chief Executive Officer and as a director effective April 22, 2022, after having served as Executive Vice President and President, Rail North America since August 2018.

Mr. Titterton was appointed Executive Vice President and President, Rail North America effective April 22, 2022, after having served as Senior Vice President and Chief Operating Officer, Rail North America since August 2018.

Ms. Golden retired as Executive Vice President, General Counsel and Corporate Secretary effective November 30, 2022, and was succeeded in that position by Brian L. Glassberg.

Mr. Tezel left his position as Executive Vice President and President, Rail International, effective October 1, 2022, and remained employed by the Company (as a Strategic Advisor) through November 30, 2022.

The Railcar Leasing Market is Highly Cyclical. The railcar leasing market in which GATX operates can be highly cyclical. For example, swings in railcar supply in North America typically result in significant volatility in industry-wide railcar utilization and lease rates over time. In addition, many of our rail customers also operate in cyclical markets, such as the chemical, fertilizer, food/agricultural, refined petroleum, transportation, and construction industries. This cyclical demand, combined with changing macroeconomic conditions, may also contribute to volatility in railcar utilization and lease rates.

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 returns 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 be more selective when making new railcar investments due to high railcar prices unless we identify assets that will earn correspondingly higher lease rates over the asset’s life.

Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investments. 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, excluding tax adjustments and other items (non-GAAP), as the performance measure in our annual incentive plan and three-year average LTI-adjusted return on equity (non-GAAP) 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 ability to generate long-term shareholder value in light of where we are in the business cycle.

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 Strengthened Throughout the Year. In 2022, we executed our strategic priorities and capitalized on an improving leasing market to deliver strong financial and operating results. At Rail North America, which accounted for 71% of our 2022 revenues, we increased lease rates across most car types and achieved strong lease renewal success rates while maintaining high fleet utilization. We further optimized our diverse railcar fleet by selling railcars in the secondary market at attractive prices and entered into a multi-year railcar supply agreement to add 15,000 newly-built railcars. Despite macroeconomic challenges and supply chain disruptions, our international railcar and tank container leasing businesses took advantage of strong asset demand and achieved high fleet utilization and improved lease rates. In Portfolio Management, we increased our direct investment in aircraft spare engines, while our Rolls-Royce and Partners Finance joint ventures delivered higher than expected operating income as international air travel continued to improve from pandemic levels. By executing on our dual growth and return strategies in a gradually improving leasing market, we delivered against key metrics in our compensation plans and produced diluted earnings per share (GAAP) of $4.35 and diluted earnings per share, excluding tax adjustments and other items (non-GAAP), of $6.07.¹

Positive Total Shareholder Return Despite Challenging Macroeconomic Environment. Despite challenging macroeconomic conditions in 2022, we executed our strategic priorities and delivered strong financial results, including a total shareholder return of 4.2% during a year of significant U.S. stock market decline, as illustrated below.²

For a reconciliation of diluted earnings per share (EPS), excluding tax adjustments and other items (non-GAAP), to diluted EPS calculated in accordance with GAAP, as well as for information regarding why we believe this non-GAAP measure presents useful information to investors, please see Exhibit B to this Proxy Statement.

Total shareholder return calculation presented on an annualized basis and assumes dividends are reinvested.

Strong 2022 Financial and Operational Results. Set forth below is a summary of our key financial and operational achievements during 2022 (dollars in millions, except for per share amounts):

Reflects continuing operations only.

For a reconciliation of net income, diluted earnings per share (EPS) and return on equity (ROE), excluding tax adjustments and other items (non-GAAP), to net income, diluted EPS, and ROE calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit B to this Proxy Statement.

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

Excludes boxcars.

  Strong Earnings

•  Net income of $155.9 million (net income, excluding tax adjustments and other items (non-GAAP), of $217.7 million).¹

•  Diluted earnings per share of $4.35 (diluted earnings per share, excluding tax adjustments and other items (non-GAAP), of $6.07).¹

•  Return on equity of 7.7% (return on equity, excluding tax adjustments and other items (non-GAAP), of 10.8%).¹

  Excellent Operating Performance

•  Capitalized on market conditions by investing over $1.2 billion in attractively priced, long-lived transportation assets.

•  Achieved railcar fleet utilization of over 99% across our rail businesses (excluding boxcars).

•  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.

•  Continued to increase the percentage of railcar service events performed in Rail North America’s wholly-owned network of shops, where we believe 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.

•  Entered into a new long-term railcar supply agreement to purchase 15,000 newly built railcars through 2028, providing GATX with guaranteed access to high-quality, modern, and cost-advantaged railcars in North America.

•  Invested $150 million directly in aircraft spare engines, capitalizing on the opportunity to add attractive assets to our wholly-owned portfolio.

•  Invested over $42 million in tank containers at Trifleet, further expanding our global transportation asset base.

  Returned Cash to Shareholders

•   Increased our dividend for the 12th consecutive year to $2.08 (annualized) per share, completing our 104^th year of uninterrupted dividends.

•   Returned over $123 million to shareholders through share repurchases and dividends.

Our 2022 financial results calculated in accordance with GAAP include $61.8 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 (non-GAAP), to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, as well as for information regarding why we believe these non-GAAP measures present useful information to investors, please see Exhibit B to this Proxy Statement.