Anne Arvia
GATXAbout Anne L. Arvia
Independent director at GATX since 2009; age 62 as of the 2025 annual meeting. Principal, Strategic Transformation and Program Management at Cornerstone Advisors since April 2023; CPA and designated Audit Committee Financial Expert. Currently chairs GATX’s Governance Committee and serves on the Audit and Compensation Committees. Years of service on GATX’s board: 16.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Advisors, LLC | Principal, Strategic Transformation & Program Management | Apr 2023–present | Strategy and program oversight for financial services clients |
| Strategic bank advisor | Advisor (independent) | May 2022–Apr 2023 | Bank strategy advisory |
| The Auto Club Group / Auto Club Trust | EVP, Banking & Financial Services; President & CEO, Auto Club Trust | Sep 2018–Apr 2022 | Led banking operations and trust services |
| USAA Bank | Acting President; SVP & Managing Director | Nov 2016–May 2017; Aug 2015–Dec 2017 | Led bank operations and transformation |
| Nationwide | President, Direct Distribution | Aug 2012–Jul 2015 | Digital distribution leadership |
| Nationwide Retirement Plans | President | Nov 2009–Aug 2012 | Retirement plan business oversight |
| Nationwide Bank | CEO | 2006–Nov 2009 | Bank leadership |
| ShoreBank | President & CEO; CFO; Assistant Controller | 2001–Aug 2006; 1998–2001; 1991–1998 | Community development banking leadership |
| Crowe LLP | Audit Manager | Prior to 1991 | Audit and accounting experience (CPA) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Bancorp (Cincinnati, OH) | Director | Current | Board service at regional bank; committee roles not disclosed in GATX proxy |
| Other public company boards (count) | Count | Current | 1 public company board (First Financial Bancorp) |
Board Governance
- Committee assignments: Audit; Compensation; Governance (Chair) .
- Independence: Board determined Anne Arvia is independent under NYSE standards .
- Audit qualifications: Board determined Arvia is an “audit committee financial expert” .
- Attendance: Board met eight times in 2024; each director nominee attended at least 75% of Board and assigned committee meetings; 2024 annual meeting attendance was 100% of then-serving directors .
- Committee meeting cadence 2024: Audit (6); Compensation (5); Governance (5) .
- Governance oversight: Governance Committee oversees corporate governance policies and sustainability matters; conducts annual board and committee evaluations via questionnaires and interviews .
- Investor confidence signals: 2025 director election votes for Arvia: For 30,837,902; Against 1,865,161; Abstain 16,163; Broker non-votes 1,207,953 .
- Executive sessions: Independent directors meet in executive session after each Board meeting .
Fixed Compensation
| Program element | Fee amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee directors |
| Equity retainer (RSUs) | $135,000 | Granted annually; vests in full at next annual meeting (unless deferred) |
| Committee chair – Audit | $22,500 | Additional cash fee |
| Committee chair – Compensation | $17,500 | Additional cash fee |
| Committee chair – Governance | $15,000 | Additional cash fee |
| Non-executive Chair of the Board | $75,000 | Additional cash fee |
| 2024 Director Compensation – Anne L. Arvia | Fees earned (cash) | Stock awards (grant-date fair value) | Total |
|---|---|---|---|
| Reported amounts | $100,000 | $125,000 | $225,000 |
| 2024 Equity Grant Details – Anne L. Arvia | Grant date | RSUs (#) | Fair value | Vesting |
|---|---|---|---|---|
| Annual grant | Apr 26, 2024 | 979 | $125,000 | Vests in full and paid in shares at first anniversary annual meeting if not deferred |
- Deferral program: Directors may defer all cash fees and/or equity retainer into deferred RSUs; legacy phantom stock plan frozen April 22, 2022; deferred cash accrues interest at 20-year US government bond rate when elected to cash account (pre-2025 elections) .
Performance Compensation
| Director performance metrics tied to compensation | Design |
|---|---|
| None disclosed for directors | Equity retainer is RSUs that vest based on service only; no performance metrics specified for non-employee director equity |
Other Directorships & Interlocks
- Current public company boards: First Financial Bancorp (regional bank); no disclosed business relationship with GATX; Related party transactions policy notes no transactions requiring disclosure since Jan 1, 2024 .
- Shared directorships/interlocks: Not disclosed; none indicated in proxy .
Expertise & Qualifications
- CPA; Audit Committee Financial Expert designation .
- Deep knowledge in auditing, accounting standards, financial reporting, risk management, and financial services operations from senior roles at USAA, Nationwide, and ShoreBank .
- Strategic transformation and program management expertise at Cornerstone Advisors .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership – shares of common stock (Feb 28, 2025) | 32,867 |
| RSUs held (Dec 31, 2024) | 2,163 |
| Phantom stock units held (Dec 31, 2024) | 30,181 |
| Ownership guideline | 5.0x annual cash retainer; compliance required within 5 years for new directors |
| Compliance status | All non-employee directors are in compliance |
| Pledging/hedging | Prohibited by Company policy for directors; no pledging indicated |
| Ownership as % of outstanding shares | None of the directors/NEOs individually own ≥1%; group (22 persons) ~2.1% |
Governance Assessment
- Strengths: Long tenure and continuity (16 years); independent status; deep audit and risk credentials (CPA, audit financial expert); chairs Governance Committee overseeing sustainability and governance; participates on Compensation Committee; policy framework includes anti-hedging/anti-pledging and related-party review; indemnification agreements in place for directors .
- Alignment: 2024 director pay modest and balanced between cash ($100k) and equity ($125k); equity retainer delivered in RSUs that vest on continued service; stock ownership guidelines enforced and compliant .
- Attendance/engagement: Board and committees met regularly in 2024 with minimum 75% attendance requirement met by all nominees; independent director executive sessions after each meeting .
- Investor confidence signal: 2025 election support strong (30.84M for vs 1.87M against), though her “against” votes were among the higher group cohort; overall approval remained decisive .
- Conflicts/related-party exposure: No related party transactions requiring disclosure since Jan 1, 2024; anti-hedging/pledging policy reduces alignment risk; no disclosed pledging .
RED FLAGS (none material disclosed)
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Hedging/pledging: Prohibited; none indicated .
- Attendance: Minimum thresholds met by all nominees; no low-attendance flag .
- Compensation anomalies: Director pay follows stated program; no discretionary/guaranteed anomalies disclosed .
Compensation Committee Analysis
- Committee membership: 2025 Compensation Committee members – David S. Sutherland (Chair), Anne L. Arvia, Adam L. Stanley, Paul G. Yovovich .
- Independent consultant: Pay Governance LLC retained; attends all meetings including executive sessions; independence assessed; provides CEO pay recommendations and reviews broader program design .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval ~97% (historical 5‑year average ~97%) .
- 2025 Annual Meeting advisory vote on executive compensation: For 32,180,850; Against 458,662; Abstain 79,714; Broker non-votes 1,207,953 .
Related Party Transactions Policy
- All related party transactions >$120,000 reviewed/approved by Audit Committee; none requiring disclosure since Jan 1, 2024 .
Insider Transactions
- Proxy discloses beneficial ownership as of Feb 28, 2025 (see Equity Ownership). Form 4 transaction details are not included in the proxy; no additional insider transaction disclosures were identified in GATX filings for directors within the provided dataset .
Notes on Governance Policies
- Insider trading policy: Prohibits trading on MNPI and hedging, margining, and pledging of GATX stock by directors, officers, and employees .
- Indemnification: Company indemnifies directors to fullest extent permitted; separate indemnification agreements in place; D&O insurance maintained .
Board & Committee Meetings (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 8 |
| Audit Committee | 6 |
| Compensation Committee | 5 |
| Governance Committee | 5 |