Adam Stanley
GATXAbout Adam L. Stanley
Independent director at GATX since 2019 (Years of Service: 5 as of the 2025 meeting; Age: 51). Former EVP and Chief Digital & Technology Officer at Cushman & Wakefield, with deep experience in IT, cybersecurity, digital transformation, human capital and risk. Holds NACD Directorship Certified credential; designated independent under NYSE rules. Current GATX board committees: Compensation and Governance (not a chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield | EVP & Chief Digital and Technology Officer (retired) | 2014–Jan 2022 | Led digital transformation, security, data initiatives |
| Teach For America | Chief Experience Officer | Jan 2022–Jan 2023 | CX leadership at major nonprofit |
| Aviva Corporation | Technology & Security Services Officer | 2011–2012 | Technology and security oversight |
| Aon Corporation | Global Chief Technology Officer | 2008–2011 | Enterprise technology leadership |
| ABN AMRO LaSalle Bank | Head of North America Technology Services & Solutions (among various roles) | Not disclosed | Regional technology operations leadership |
| Deloitte & Touche LLP | Began career | 1995 | Professional services foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AT Real Estate Group LLC | Co-owner | Not disclosed | Private venture |
| Nonprofits / ERGs | Strategic advisor | Ongoing | Advisory to nonprofits and company ERGs |
| Public company boards | None | — | Other public company boards: 0 |
Board Governance
- Committees: Compensation and Governance (2025); previously Audit and Governance (2024), indicating a shift from financial oversight to pay/governance focus .
- Independence: Board deemed Stanley independent; 7 of 8 nominees independent (2025) .
- Attendance/Engagement: Board met 8 times in 2024; each nominee attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. Executive sessions of independent directors held after each Board meeting .
- Committee activity (2024): Audit (6 meetings), Compensation (5), Governance (5); independent Chair (James B. Ream) presides and attends all committees .
Fixed Compensation
- Non-employee director program (current): Cash retainer $90,000; Equity retainer (RSUs) $135,000; Chair fees—Non-Exec Board Chair $75,000; Audit Chair $22,500; Compensation Chair $17,500; Governance Chair $15,000 .
- 2024 actual (Stanley): Cash fees $90,000; Stock awards $125,000; Total $215,000 .
- Deferred Fee Plan available: may defer 100% of cash retainer/fees and equity retainer into deferred RSUs; prior phantom stock plan frozen (still governs legacy units). Director stock ownership guideline: 5× annual cash retainer; all directors in compliance .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vest/Settlement |
|---|---|---|---|---|
| Annual RSU (directors) | Apr 26, 2024 | 979 | $125,000 | Vests in full and pays in shares on first annual meeting after grant unless deferred |
| Program design | Annual meeting date | — | $135,000 (2025 program) | RSUs issued annually; dividends accrue on deferred units |
Note: Director equity is time-vested RSUs; no options or performance shares are used for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Interlocks with customers/suppliers/competitors | None disclosed |
| Related-party transactions | None since Jan 1, 2024 requiring Item 404(a) disclosure |
Expertise & Qualifications
- IT systems, security, data, digital transformation; human capital and process integration; financial and risk management; M&A; global business exposure .
- Skills matrix flags Information Technology & Data, Cybersecurity, Risk Management, Accounting & Financial Controls, HR/Talent, Strategy among others .
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Total beneficial ownership (includes RSUs/phantoms per footnote) | 7,584 shares | Feb 28, 2025 |
| RSUs held | 3,294 units | Dec 31, 2024 |
| Phantom stock units held | 4,262 units | Dec 31, 2024 |
| Ownership guideline | 5× annual cash retainer; all directors compliant | Program status |
| Hedging/pledging | Prohibited (no short sales, options, collars; no margin or pledging) | Policy |
Footnote: Beneficial ownership table includes RSUs/phantom units and shares acquirable by options within 60 days; none of the directors owns ≥1% of outstanding shares .
Governance Assessment
- Strengths: Independent status; robust attendance; executive sessions each meeting; strong anti-hedging/anti-pledging policy; no related-party transactions; compliance with a stringent 5× ownership guideline supports alignment .
- Committee signal: Move from Audit (2024) to Compensation (2025) leverages his human capital, risk, and data background for pay design and oversight; not a red flag, but watch for continuity and depth on comp topics .
- Pay alignment context: GATX say-on-pay support was ~97% in 2024, indicating broad investor approval of compensation governance .
- RED FLAGS: None identified—no pledging/hedging, no interlocks or related-party ties disclosed, attendance threshold met .