Diane Aigotti
GATXAbout Diane M. Aigotti
Independent director (since 2016), age 60, and current Audit Committee Chair. Former EVP, Managing Director and CFO at Ryan Specialty Group (2010–2021), previously Chief Risk Officer and Treasurer at Aon plc (2000–2008), Vice President of Finance at University of Chicago Hospitals (1998–2000), and Budget Director for the City of Chicago (1995–1997). Designated Audit Committee Financial Expert by the Board and assessed as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Specialty Group, LLC | EVP, Managing Director & CFO | 2010–2021 | Led finance, capital markets, internal controls, risk management |
| Aon plc (f/k/a Aon Corp.) | SVP, Chief Risk Officer & Treasurer | 2000–2008 | Enterprise risk and treasury oversight; insurance sector expertise |
| University of Chicago Hospitals & Health System | Vice President of Finance | 1998–2000 | Financial planning/reporting, operations |
| City of Chicago | Budget Director | 1995–1997 | Public sector budgeting, governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pinstripes Holdings, Inc. | Director | Not disclosed | Experiential dining/entertainment brand; listed as board service |
| OneDigital Health and Benefits, Inc. | Director | Not disclosed | Employer benefits consulting & technology |
| Other Public Company Boards | Count | 1 | As classified in GATX director summary |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined independence per NYSE standards |
| Committee assignments | Audit Committee (Chair) |
| Audit Committee expertise | Board determined Aigotti qualifies as “Audit Committee Financial Expert” per SEC rules |
| Attendance | Board met 8 times; each director nominee attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting |
| Executive sessions | Independent directors meet after each Board meeting; independent Board Chair presides |
| Board/committee cadence | 2024 meetings: Board 8; Audit 6; Compensation 5; Governance 5 |
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Aigotti) |
|---|---|---|
| Cash retainer | $90,000 annual cash retainer (current program) | $112,500 fees earned/paid in cash |
| Committee chair fee | Audit Chair: $22,500; Comp Chair: $17,500; Governance Chair: $15,000 (policy) | Included in cash total as applicable |
| Meeting fees | Not disclosed | Not disclosed |
| Deferral election | Directors may defer cash/equity into deferred RSUs (and legacy phantom units); cash deferrals in 2024 listed for certain directors (Aigotti not listed) | No cash deferral disclosed for Aigotti in 2024 |
Performance Compensation
| Equity | Grant detail | Vesting/Terms |
|---|---|---|
| Annual RSU retainer (policy) | $135,000 RSU retainer (current program) | RSU retainer vests at the first annual meeting following grant; settlement in stock unless deferred |
| 2024 grant | 979 RSUs granted 4/26/2024; grant-date fair value $125,000 | Vests in full on first anniversary of grant (4/26/2025) unless deferred; dividend equivalents credited as additional units |
| Legacy phantom units | Phantom stock plan frozen to new contributions since 4/22/2022; prior deferrals remain | Aigotti held 12,962 phantom units at 12/31/2024 |
Director equity awards are time-based, not performance-based; no financial/ESG metrics are attached to director RSUs. The company prohibits hedging/pledging of GATX stock, reinforcing alignment .
Other Directorships & Interlocks
- Other public company board count: 1 (per proxy summary table) .
- Pinstripes Holdings, Inc. and OneDigital Health and Benefits, Inc. board service disclosed (no related transactions with GATX reported) .
Expertise & Qualifications
- Capital markets, financial reporting, internal controls, and risk management; deep insurance industry knowledge (Aon, RSG) .
- Audit Committee Financial Expert designation; finance/accounting controls proficiency .
- Capabilities spanning M&A, treasury, IT/data, tax, and regulatory compliance, per director profile matrix .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 2/28/2025) | 17,811 shares | Footnote clarifies inclusion of RSUs/phantom units payable in stock post-retirement |
| RSUs outstanding (12/31/2024) | 4,784 units | Includes annual grant and accrued dividend RSUs |
| Phantom stock units (12/31/2024) | 12,962 units | Plan frozen to new contributions since 4/22/2022 |
| Ownership guidelines | 5x annual cash retainer; all directors in compliance | |
| Anti-hedging/pledging | Hedging, short sales, publicly traded options, margining, and pledging prohibited | |
| Shares outstanding (for % calc) | 35,675,897 | |
| Ownership % of shares outstanding | ~0.05% (17,811 ÷ 35,675,897) |
Governance Assessment
- Board effectiveness: As Audit Chair and Audit Committee Financial Expert, Aigotti is central to oversight of financial reporting, internal controls, compliance, cybersecurity, and related party reviews—key areas for investor confidence in an asset-intensive, cyclical business .
- Alignment: Balanced cash/equity director pay (2024 cash $112,500; equity $125,000) with mandatory ownership guidelines and prohibitions on hedging/pledging; beneficial ownership and RSU/phantom holdings support “skin in the game” .
- Independence & attendance: Board affirmed independence; attendance at least 75% across Board/committee meetings; executive sessions after each meeting led by independent Chair—good governance hygiene .
- Conflicts/related parties: Audit Committee reviews related party transactions; none requiring disclosure since 1/1/2024—low conflict risk .
- Shareholder sentiment: Say-on-Pay support ~97% in 2024 (five-year average ~97%), signaling broad investor trust in compensation governance, indirectly supportive of board oversight .
RED FLAGS
- None observed in filings: no related-party transactions, hedging/pledging prohibited, independence affirmed, and attendance thresholds met .
- Monitor: External board at Pinstripes Holdings, Inc. and OneDigital—no conflicts disclosed, but continue to review future related-party disclosures and any business dealings with GATX counterparties .
Signals for investors
- Strong audit leadership with financial expert designation and robust independent governance practices (executive sessions, majority independent, independent Chair) reduce governance risk .
- Clear director pay structure and ownership compliance, with policies against hedging/pledging, promote alignment with long-term shareholder interests .
Director Compensation Details (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $112,500 |
| Stock awards (grant-date FV) | $125,000 |
| Total | $237,500 |
| 2024 RSU grant details | 979 RSUs; grant-date FV $125,000; granted 4/26/2024; vest 4/26/2025 |
Program Structure (Current)
- Cash retainer: $90,000
- Equity retainer (RSUs): $135,000
- Audit Chair fee: $22,500
- Stock ownership goal: 5x cash retainer; all directors compliant
- Deferred Fee Plan: elective deferral of cash/equity into deferred RSUs (legacy phantom plan frozen)
Audit Committee Mandate (selected)
- Appoints/oversees independent auditor; reviews related-party transactions; oversees integrity of financial statements, compliance, internal audit, cybersecurity, and derivative usage; maintains separate sessions with auditor/internal audit/management .
Shareholder Engagement
- Year-round outreach; in 2024, contacted holders representing >70% of outstanding shares; directors engage directly on governance, capital allocation, comp, and risk .
Indemnification & D&O Insurance
- Full indemnification per NY BCL and company by-laws; individual indemnification agreements; D&O insurance maintained .