Brian Glassberg
GATXAbout Brian Glassberg
Brian L. Glassberg is Executive Vice President, General Counsel and Secretary of GATX, elected to the role in December 2022; he joined GATX in October 2011 after serving as a corporate associate at Latham & Watkins LLP, and is 50 years old as of FY2024 . Under GATX’s pay-for-performance framework, annual incentives are tied entirely to non-GAAP net income, and long-term incentives (PSUs) are equally weighted to three-year average LTI-adjusted ROE and three-year cumulative investment volume . Company performance during 2022–2024 shows rising net income and strong long-term investment volume (PSU payout 136.8%) and continued revenue/EBITDA growth.
Company performance snapshot:
- Net income (non-GAAP) ($MM): 2022: 217.694 ; 2023: 257.602 ; 2024: 288.079
- Revenues ($MM): 2022: $1,175.0*; 2023: $1,295.9*; 2024: $1,445.7* (Values retrieved from S&P Global)
- EBITDA ($MM): 2022: $701.4*; 2023: $782.6*; 2024: $899.1* (Values retrieved from S&P Global)
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GATX | EVP, General Counsel & Secretary | Dec 2022–present | Leads global legal, governance, risk and corporate secretary functions; supports disciplined long-lived asset investment strategy |
| GATX | Deputy General Counsel | Apr 2021–Nov 2022 | Senior leadership in law department; supports executive transitions and M&A/contracts |
| GATX | Associate General Counsel | Mar 2015–Mar 2021 | Core legal leadership; supports railcar leasing operations and compliance across regions |
| Latham & Watkins LLP | Corporate Associate | Pre–Oct 2011 | Transactional and corporate law training; foundation for in-house legal leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham & Watkins LLP | Corporate Associate | Pre–Oct 2011 | Big Law experience in corporate transactions; relevant to financing, governance, contracts |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 441,667 |
| Target Bonus % of Salary | 55% | 55% |
| Actual Annual Incentive Paid ($) | 235,554 | 253,896 |
- Annual incentive is 100% based on Company net income (non-GAAP); 2024 payout was 104.5% of target on 106% performance vs plan .
- 2024 salary increases for NEOs included a standard 3.5% plus a 9.0% market-based increase for Glassberg effective March 1, 2024 .
Performance Compensation
Annual Incentive – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net Income (non-GAAP) | 100% | Board-approved plan | $288.1MM; 106.0% of target | 104.5% of target | Cash; payout determined Feb 2025 |
PSUs – 2022–2024 Performance Period (vested end-2024)
| PSU Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 3-yr Avg LTI-adjusted ROE (non-GAAP) | 50% | 10.0% | 9.8% | Contributes to 136.8% total | Dec 31, 2024 |
| 3-yr Cumulative Investment Volume | 50% | $2.73B | $4.60B | Contributes to 136.8% total | Dec 31, 2024 |
Current PSU Grants Outstanding (as of 12/31/2024)
| Grant Year | Target PSUs (#) | Vesting Date | Market/Payout Value ($) |
|---|---|---|---|
| 2024 | 4,440 | Dec 31, 2026 | 688,022 |
| 2023 | 4,280 | Dec 31, 2025 | 663,229 |
- Market value based on $154.96 closing price on Dec 31, 2024 .
- PSU payout range 0–200%; dividends accrue but pay only on earned shares at vest .
Options – Grants, Pricing, Expiry and Vesting
| Grant Date | Options (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|
| Jan 25, 2024 | 6,100 (unexercisable) | 126.4680 | Jan 25, 2031 | 1/3 on Jan 25, 2025/26/27 |
| Jan 26, 2023 | 1,866 (exercisable), 3,734 (unexercisable) | 113.2800 | Jan 26, 2030 | 50% on Jan 31, 2025; remainder Jan 31, 2026 |
| Jan 28, 2022 | 1,066 (exercisable), 534 (unexercisable) | 103.1500 | Jan 28, 2029 | 100% vests Jan 24, 2025 |
| Jan 29, 2018 | 2,200 (exercisable) | 91.3600 | Jan 29, 2028 | — |
| Jan 31, 2017 | 2,000 (exercisable) | 77.0700 | Jan 31, 2027 | — |
- Dividend equivalents accrue on NQSOs and are paid post-vesting until exercise/expiry .
- 2024 option value accelerated on COC termination estimated at $357,039; death/disability $357,101 (assumes 12/31/2024 close price and target performance) .
2024 Option Exercises and Stock Vested
| Metric | 2024 |
|---|---|
| Options exercised (#) | — |
| Option exercise value ($) | — |
| Stock awards vested (#) | 690 |
| Stock awards realized value ($) | 87,492 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 16,972 shares as of Feb 28, 2025 |
| Options exercisable within 60 days | 11,566 (included in beneficial count per footnote) |
| Unvested RSUs | 520 vesting Jan 28, 2025; market value $80,579 |
| Unvested PSUs | 2024 grant 4,440; $688,022; 2023 grant 4,280; $663,229 |
| Ownership guidelines | 2.5x base salary for other NEOs; 50% after-tax retention until met; each NEO in compliance |
| Hedging/pledging | Prohibited; no margin accounts or pledging allowed under Insider Trading Policy |
- None of the directors or NEOs owned ≥1% of outstanding shares; directors/executives as a group owned ~2.1% .
Employment Terms
| Scenario | Cash Severance ($) | Bonus ($) | SRP Increment ($) | Accelerated Equity – Options ($) | Accelerated Equity – RSUs ($) | Accelerated Equity – PSUs ($) | Continued Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Termination without cause (non-COC) | — | — | — | — | — | — | — | — | — |
| Termination without cause apart from a COC | 1,046,250 | 247,500 | — | — | 78,410 | 211,830 | 51,114 | 25,000 | 1,660,104 |
| Resignation for good reason in connection with a COC | 2,092,500 | 247,500 | 168,882 | 357,039 | 80,579 | 661,679 | 102,228 | 45,000 | 3,755,407 |
| Death or disability | — | 247,500 | — | 357,101 | 78,410 | 326,500 | — | — | 1,009,511 |
Key policy terms:
- Executive Severance Plan (adopted Feb 2023): for EVPs, 18 months base salary + 1.5x target bonus on non-COC terminations; 24 months base salary + 2x target bonus on COC terminations; prorated bonuses, COBRA, and up to $25,000 outplacement .
- COC agreements (double-trigger): 3x base salary + target annual bonus lump sum; +3 years retirement credit and health coverage; pro rata target bonus; no excise tax gross-ups; benefit cutback if it maximizes after-tax payment .
- Clawback policy adopted Oct 2, 2023 under Rule 10D-1; mandatory recovery of incentive comp upon restatement .
Compensation Structure Analysis
- Mix shifts and rigor: For 2024, long-term incentives split equally between NQSOs and PSUs, reinforcing at-risk pay; annual incentives tied solely to objective net income; Compensation Committee emphasizes “appropriately difficult and rigorous” goals .
- PSU metrics strengthened by investment cycle: 2022–2024 PSU payout of 136.8% driven by outsized three-year investment volume vs target; ROE slightly below target, balancing growth vs returns .
- Governance quality signals: Anti-hedging/anti-pledging, strong ownership guidelines, no tax gross-ups, double-trigger equity vesting, and steady ~97% say-on-pay support (2024 vote 97%) .
SAY-ON-PAY & Shareholder Feedback
- 2024 say-on-pay approval ~97%; five-year average ~97% .
- Ongoing engagement with holders (>70% by outreach) on governance, capital allocation, and compensation .
Expertise & Qualifications
- Legal credentials: Corporate law background from Latham & Watkins; in-house leadership since 2011 culminating in GC role (Deputy GC, Associate GC) .
- Industry exposure: Railcar leasing is cyclical and long-duration asset-intensive; legal oversight supports capital discipline and multi-decade asset management .
Equity Ownership & Incentives – Detailed Awards
| Award Type | Grant Date | Shares/Units | Terms |
|---|---|---|---|
| PSUs (2024 grant) | Jan 25, 2024 | Target 2,220; Threshold 555; Max 4,440 | Earn 0–200% based on 50% ROE (non-GAAP) and 50% cumulative investment; vest Dec 31, 2026 |
| NQSOs (2024 grant) | Jan 25, 2024 | 6,100 | 7-year expiry; 1/3 vest annually 2025–2027; dividend equivalents accrue post-vesting |
| PSUs (2023 grant) | Jan 25, 2023 | Target 2,140; Max 4,280 (outstanding unearned units) | Vest Dec 31, 2025; market value based on $154.96/share |
| RSUs (legacy) | Jan 28, 2023 | 520 | Vest Jan 28, 2025; market value $80,579 |
Investment Implications
- Alignment and retention: Strong double-trigger COC protection coupled with sizeable PSU overhang (2023/2024 grants) and multi-year option vesting suggests continued retention; stock ownership guidelines and 50% retention requirement mitigate near-term selling pressure .
- Pay-for-performance clarity: Annual incentive fully tied to net income; PSU metrics blend capital deployment with return discipline. Recent PSU payout of 136.8% evidences execution on growth while ROE near target indicates balanced risk posture .
- Trading signals: Option tranches vesting Jan 2025/2026/2027 and RSU vest Jan 28, 2025 could create modest episodic supply; however, anti-pledging, retention rules, and dividend-equivalent structure reduce forced selling dynamics .
- Governance quality: No tax gross-ups, robust clawback, anti-hedging/pledging, and consistently high say-on-pay support lower governance risk and enhance investor confidence .
Note: Revenue and EBITDA values marked with an asterisk (*) were retrieved from S&P Global.