DEF 14A

DEF 14A 1 d279617ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	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

GATX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	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

LOGO

2 0 2 2 P R O X Y S T A T E M E N T

Notice of Annual Meeting of Shareholders

to be held on April 22, 2022

LOGO

March 11, 2022

Dear Shareholders:

On behalf of the Board of Directors, I invite you to attend GATX Corporation’s 2022 Annual Meeting of Shareholders on Friday, April 22, 2022 at 9:00 a.m. Central Time. Due to the continuing impact of the COVID-19 pandemic on public health, and out of concern for the health and safety of our shareholders, employees, and directors, this year’s annual meeting will again be a virtual meeting of shareholders rather than an in-person meeting. You will be able to attend the annual meeting online, vote your shares electronically, and submit your questions during the annual meeting by visiting https://meetnow.global/MMHSFKX. Enclosed you will find a notice setting forth the items we expect to address at the meeting, our Proxy Statement, a form of proxy, and a copy of our 2021 annual report to our shareholders.

In 2021, GATX’s net income from continuing operations was $143.1 million, or $3.98 per diluted share.¹ We increasingly outperformed our original earnings expectations as we moved through the year. That was especially true for Rail North America. Absolute lease rates have increased for six consecutive quarters, and that drove our Lease Pricing Index to be virtually flat at negative 0.7% in the 4^thquarter. This pricing strength was driven by solid demand, our diversified fleet composition, and excellent execution by our commercial team. High lease renewal success drove lower fleet churn than expected, and combined with fewer railroad repairs and our ongoing efforts to increase the share of railcar repairs in our owned network, we experienced much lower maintenance cost than originally expected. The last factor that drove strength in Rail North America was high asset values—not only did the railcars that we sold in the secondary market realize the values that we originally planned, but continued high scrap prices also drove strong scrap gains throughout 2021 as well. Thus, it was a very strong year for Rail North America as its segment profit increased by $58 million, or over 25% from the year prior.

Turning to our International Rail businesses, we expected a significant increase in profitability in 2021, and they delivered as planned, increasing their segment profit by over $21 million, or 26% from the year prior. That performance was driven by very strong underlying markets and increasing earnings from the significant investments we have made over the last few years, as well as not having to face the foreign exchange headwinds they experienced in 2020.

Within Portfolio Management, pre-tax earnings in our Rolls-Royce & Partners Finance joint venture was down nearly $40 million from the prior year, just as we anticipated. That joint venture continues to operate in a difficult market for long-haul air travel, and the drop in profitability was driven by much lower asset remarketing gains relative to 2020. Lastly, the acquisition of Trifleet, our tank container leasing company, also outperformed our expectations as the worldwide tank container market strengthened throughout the year.

Before I close the discussion on 2021, I want to highlight that we invested more than $1 billion again in 2021. $360 million of that total was for railcar deliveries that we were obligated to take coming into the year from our Committed Supply Agreements in Rail North America. Thus, we were able to close over $770 million of other economically attractive investment opportunities in 2021. That was extraordinary investment performance by our team, especially given the sharp rise in new asset prices in 2021 across our businesses. In order to amortize the higher asset cost, our team had to secure customers in advance and have them commit to higher lease rates, and in many cases, longer lease terms. Their success in doing so is not only a sign that our team has strong customer relationships, but it is also a sign that there is strong demand for our assets across our markets. In summary, it was a strong year financially for GATX compared to original expectations.

Your vote is very important. Whether or not you plan to attend the virtual annual meeting, please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by internet or telephone or by signing and returning your proxy card in the enclosed envelope. On behalf of the Board of Directors and management, I would like to thank you for your continued support of GATX.

Sincerely,

LOGO

Chairman of the Board,

President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials

for the Shareholders’ Meeting to be held on April 22, 2022.

The Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders, the Annual Report to Shareholders for the year ended December 31, 2021, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, are available at: www.envisionreports.com/GATX.

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.

LOGO

Notice of Annual

Meeting of Shareholders

GATX 2022 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

Advance Voting Methods and Deadlines

Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines:

•

Registered Shareholders or Beneficial Owners—11:59 p.m. Eastern Time on April 21, 2022

•

Participants in GATX 401(k) Plans—8:00 a.m. Eastern Time on April 20, 2022

LOGO

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

By Order of the Board of Directors,

LOGO

Executive Vice President, General Counsel and

Corporate Secretary

Table of Contents


PROXY SUMMARY		1
Annual Meeting of Shareholders		1
Corporate Governance Highlights		2
Director Nominees		2
Executive Compensation		3
— Our Executive Compensation Program Supports Our Long-Term Focus Through Industry Cycles		3
— Long-Term Performance Led By Our CEO		3
— Stock Performance and Total Shareholder Return		4
— Strong 2021 Financial and Operational Results in a Weak Leasing Market		5
— 2021 Key Achievements		6
— 2021 Executive Compensation Program Reflected Our Pay For Performance Philosophy		7
— Impact of Fluctuations in Pension Value Year Over Year on Executive Compensation		8
Independent Registered Public Accounting Firm		8

SUSTAINABILITY AND CORPORATE CITIZENSHIP		9

CORPORATE GOVERNANCE		11
Board of Directors		11
Board Independence		11
Board Leadership Structure		11
Board Committees		12
Annual Board and Committee Evaluations		14
Board Refreshment		14
Succession Planning		15
Risk Oversight		16
Anti-Hedging, Anti-Pledging Policies		17
Related Party Transactions		17
Director and Officer Indemnification and Insurance Arrangements		17
Shareholder Engagement		17
Communication with the Board		18

PROPOSAL 1:	ELECTION OF DIRECTORS	19
Director Criteria and Nomination Process		19
Director Demographics, Experience, Qualifications, and Skills		20
Shareholder Recommendation and Nomination of Directors		22
Nominees for Election to the Board of Directors		22

DIRECTOR COMPENSATION		27

PROPOSAL 2:	ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	29

COMPENSATION DISCUSSION AND ANALYSIS		30
Executive Summary		31
— Our Executive Compensation Program Supports Our Long-Term Focus Through Industry Cycles		31
— Long-Term Performance Led By Our CEO		31
— Managing Leases Through Cycles		32
— Investment Focus in Weaker Markets		33
— Strong 2021 Financial and Operational Results in a Weak Leasing Market		34


GATX CORPORATION - 2022 Proxy Statement		i

TABLE OF CONTENTS


— 2021 Key Achievements		35
— 2021 Key Compensation Actions		36
2021 Say-on-Pay Vote		37
Executive Compensation Practices		38
Compensation Principles and Plan Design		39
Performance Measures, Goal Setting, and Pay-for-Performance Alignment		40
Detailed Compensation Discussion and Analysis		44
— Base Salary		44
— Annual Incentive Awards		44
— Long-Term Equity Based Incentive Awards		45
— 2021-2023 Performance Share Measures and Goal Setting		46
— 2021 Long-Term Incentive Payouts		47
— Employee Benefits-Severance-Double Trigger Vesting		48
— Process for Determining Executive Compensation (Including NEOs)		48
— Compensation Governance		49
— Compensation Committee Report		50

EXECUTIVE COMPENSATION TABLES		51
Summary Compensation Table		51
Grants of Plan-Based Awards Table		52
Outstanding Equity Awards at Fiscal Year-End Table		54
Option Exercises and Stock Vested Table		55
Pension Benefits Table		55
Potential Payments upon Termination or Change of Control		56
Pay Ratio Disclosure		58

PROPOSAL 3:	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	60
Audit Committee Evaluation		60
Audit Committee Report		61
Pre-Approval Policy		62
Audit and Other Related Fees		62

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		63

PRINCIPAL SHAREHOLDERS		64

FORWARD-LOOKING STATEMENTS		66

OTHER INFORMATION		68
Shareholder Proposals		68

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		69

EXHIBIT A	GATX Corporation Director Independence Standard	A-1

EXHIBIT B	Reconciliation of Non-GAAP Financial Measures	B-1


ii		GATX CORPORATION - 2022 Proxy Statement

Proxy Summary

The Board of Directors (the “Board”) of GATX Corporation (“GATX”, the “Company”, “we”, “us”, or “our”) is soliciting proxies for use at the Company’s Annual Meeting of Shareholders to be held on Friday, April 22, 2022 (the “Annual Meeting”). This Proxy Statement and accompanying proxy card are being mailed to shareholders on or about March 11, 2022.

This summary includes information found elsewhere in this Proxy Statement and does not contain all of the information you should consider in voting. Please read this Proxy Statement carefully before voting your shares.

Annual Meeting of Shareholders

When g April 22, 2022, 9:00 a.m. Central Time

Where g The meeting will be held virtually via a live audio

webcast at https://meetnow.global/MMHSFKX

You may vote if you were a shareholder of record at the close of business on February 25, 2022. We hope that you will be able to attend the Annual Meeting virtually, but if you cannot do so, it is important that your shares be represented.

We urge you to read the Proxy Statement carefully and to vote your shares in accordance with the Board’s recommendations by internet or telephone or by signing and returning the enclosed proxy card in the postage-paid envelope provided, whether or not you plan to virtually attend the Annual Meeting.

Voting Recommendations of the Board


Item	Description	For	Against	Page

1	Election of directors				19

2	Adoption of advisory resolution approving our executive compensation				29

3	Ratification of independent registered public accounting firm				60

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting.

Voting at the Annual Meeting (page 69)

If your shares are registered in your name with our transfer agent, you may vote virtually at the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, you will not be able to vote virtually at the Annual Meeting unless you first obtain a legal proxy from your nominee. For further information, please see How do I vote? on page 69.

Questions and Answers (page 69)

We encourage you to review the Questions and Answers about the Annual Meeting beginning on page 69 for answers to common questions about the rules and procedures surrounding the proxy and annual meeting process.


				GATX CORPORATION - 2022 Proxy Statement		1

PROXY SUMMARY

CORPORATE GOVERNANCE (PAGE 11)

GATX is committed to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:


✓	Annual Election of Directors	✓	Annual CEO Succession Planning by Full Board

✓	Majority Voting for Directors	✓	Risk Oversight by Full Board and Committees

✓	Resignation Policy for Directors who Fail to Receive a Majority Vote	✓	Annual Board and Committee Self-Evaluations

✓	7 of 9 Director Nominees are Independent	✓	No Poison Pill

✓	Diversity of Experience and Skills Among Directors	✓	Anti-Hedging/Anti-Pledging Policies for Directors, Officers, and Employees

✓	Regular Director Skills Assessment and Board Succession Planning	✓	Share Ownership Requirements for Directors and Executive Officers

✓	Independent Lead Director	✓	Clawback Policy for Equity Awards and Incentive Compensation

✓	Independent Audit, Compensation, and Governance Committees	✓	Annual “Say-on-Pay” Advisory Vote
✓	Executive Sessions of Independent Directors After Each Board Meeting	✓	Active Shareholder Engagement Program

DIRECTOR NOMINEES (PAGE 22)

The following table provides summary information about each director nominee:


Name	Age	Director Since	Principal Occupation	Committee Memberships¹	Other Public Company Boards
Diane M. Aigotti*	57	2016	Retired; Former Executive Vice President, Managing Director and Chief Financial Officer, Ryan Specialty Group, LLC	A, G	0
Anne L. Arvia*	58	2009	Executive Vice President, Banking and Financial Services, The Auto Club Group; President and Chief Executive Officer, The Auto Club Trust	A (Chair)	0
Brian A. Kenney	62	2004	Chairman, President and Chief Executive Officer, GATX Corporation	None	0
Robert C. Lyons	58	—	Executive Vice President and President, Rail North America, GATX Corporation	—	1
James B. Ream*	66	2008	Retired; Former Senior Vice President – Operations, American Airlines	LD, C, G	0
Adam L. Stanley*	48	2019	Chief Experience Officer, Teach for America	A, G	0
David S. Sutherland*	72	2007	Retired; Former President and Chief Executive Officer, IPSCO, Inc.	C (Chair)	2
Stephen R. Wilson*	73	2014	Retired; Former Chairman, President and Chief Executive Officer, CF Industries Holdings, Inc.	A, C	0
Paul G. Yovovich*	68	2012	President, Lake Capital	C, G (Chair)	0

*	Independent Director

¹	A = Audit Committee; C = Compensation Committee; G = Governance Committee; LD = Lead Director


2		GATX CORPORATION - 2022 Proxy Statement

PROXY SUMMARY

EXECUTIVE COMPENSATION (PAGE 31)

We encourage you to review the Compensation Discussion and Analysis beginning on page 31 for information about our executive compensation program.

OUR EXECUTIVE COMPENSATION PROGRAM SUPPORTS OUR LONG-TERM FOCUS THROUGH INDUSTRY CYCLES

GATX is in the business of owning and leasing long-lived transportation assets. We are the leading global railcar lessor, leasing railcars in North America, Europe, and Asia. Most of our railcar leases are service-intensive leases under which we provide maintenance, engineering, administrative, and a variety of other value-added services. Railcar leasing accounted for 94% of our 2021 revenues.

•

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.

LONG-TERM PERFORMANCE LED BY OUR CEO

At the close of the 2022 Annual Meeting of Shareholders, Brian Kenney will retire as GATX’s Chief Executive Officer (“CEO”) after 17 years. During his tenure, we have:

•

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.


				GATX CORPORATION - 2022 Proxy Statement		3

PROXY SUMMARY

•

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.

LOGO

STOCK PERFORMANCE AND TOTAL SHAREHOLDER RETURN (TSR)

The chart below shows the cumulative return to shareholders of GATX relative to several major stock market indices over Mr. Kenney’s tenure. A $100 investment in GATX on December 31, 2004, with dividends reinvested, would be valued at $566 on December 31, 2021, outperforming all three major indices shown below.

LOGO


4		GATX CORPORATION - 2022 Proxy Statement

PROXY SUMMARY

STRONG 2021 FINANCIAL AND OPERATIONAL RESULTS IN A WEAK LEASING MARKET

•

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:

LOGO

¹	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.

³	Reflects continuing operations only.

⁴	Operational data in the charts relates to our Rail North America segment.

⁵	Excludes boxcars.


				GATX CORPORATION - 2022 Proxy Statement		5

PROXY SUMMARY

THE CHART ABOVE ILLUSTRATES THE FOLLOWING KEY ACHIEVEMENTS DURING 2021:


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.


6		GATX CORPORATION - 2022 Proxy Statement

PROXY SUMMARY

OUR 2021 EXECUTIVE COMPENSATION PROGRAM REFLECTED OUR PAY FOR PERFORMANCE PHILOSOPHY

•

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.

LOGO

Note: The percentages in the charts above reflect the base salary and incentive targets in effect for the NEOs for 2021, and thus are not intended to match amounts shown in the Summary Compensation Table or the Grant of Plan-Based Awards Table on pages 51 and 52, respectively.

•

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.


				GATX CORPORATION - 2022 Proxy Statement		7

PROXY SUMMARY

IMPACT OF FLUCTUATIONS IN PENSION VALUE YEAR OVER YEAR ON EXECUTIVE COMPENSATION

•

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.

For more information on our NEOs’ 2021 total compensation as calculated under SEC rules, see the 2021 Summary Compensation Table on page 51 and accompanying notes and narrative.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 60) UPDATE

We ask that our shareholders ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2022. Below is summary information about Ernst & Young LLP’s fees for services provided in 2021 and 2020.


Type of Fees	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


8		GATX CORPORATION - 2022 Proxy Statement

PROXY SUMMARY

Sustainability and Corporate Citizenship

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.

We are committed to growing our business in a sustainable and socially responsible manner, and we demonstrate our commitment through our programs and initiatives. Our Environmental, Social and Governance (“ESG”) Committee, a multi-functional team, meets periodically to develop, assess, and prioritize ESG topics that are important to our business and all our stakeholders and to continually improve both the measurement and transparency of our ESG disclosures and practices. The Governance Committee of GATX’s Board has primary oversight responsibility for our ongoing and developing ESG efforts. In 2021, we published Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions and our first Sustainability Accounting Standards Board (“SASB”) report, which discloses metrics related to relevant ESG factors. We also issued our Supplier Code of Conduct, setting forth our expectations for suppliers. We maintain a Sustainability page on our website (www.gatx.com) to highlight our environmental and social responsibility accomplishments and provide key performance data to our stakeholders.¹

We believe that investing in our people, in our communities, and in operating our business sustainably and ethically will drive long-term value for GATX and its shareholders. Our ESG priorities center on these four foundational pillars:

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

¹	Nothing on our website shall be deemed incorporated by reference into this Proxy Statement.


				GATX CORPORATION - 2022 Proxy Statement		9

PROXY SUMMARY

2021 KEY INITIATIVES AND ACCOMPLISHMENTS


Health and Safety
✓ We continued to ensure that our railcar maintenance facility employees and inspectors who are “essential” workers in the rail industry could safely perform their jobs every day by screening, maintaining safe work practices, and executing robust cleaning practices within our repair facility network in order to minimize COVID-19 risks to our employees, their families, and the communities in which we operate. We managed our employees’ actual and potential exposure to COVID-19 to minimize transmission and offered vaccine incentives and benefits. ✓ In addition to being recognized as a Responsible Care^® Partner by the American Chemistry Council and the Chemical Industry Association of Canada, we continued our active participation in the Transportation Community Awareness and Emergency Response (TRANSCAER^®) initiative, a national outreach effort assisting communities to prepare for and respond to a possible hazardous materials transportation incident. ✓ Our repair facilities maintained relationships with first responders in the communities where we operate to train and coordinate response plans in the event of any incident involving our railcars or our facilities. We offered training across North America on the proper use of railcars and related equipment through our TankTrainer mobile classroom, a tank car outfitted for instruction. Over the past four years, we have trained 1,600 individuals and first responders. ✓ We enhanced training and standardized work procedures and employed other operational practices to improve our employees’ safety. As a result of these enhanced measures, we successfully reduced both days away, restricted or transferred and total recordable incident rates in our Rail North America business.
Community Engagement
✓ GATX has a long history of organizing voluntee

SEC Form DEF 14A filed by GATX Corporation