James Ream
GATXAbout James B. Ream
Independent Chair of GATX’s Board; age 69; director since 2008 (16 years of service as of the 2025 Annual Meeting). Former Senior Vice President at American Airlines and CEO/President at ExpressJet, with deep operating experience managing large transportation fleets; currently classified as independent under NYSE standards. As Chair, he presides over Board and executive sessions, attends all committee meetings, sets agendas with the CEO, and leads director selection and committee leadership decisions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines | Senior Vice President – Operations | 2012–2014 | Senior operating oversight of airline operations |
| American Airlines | Senior Vice President – Maintenance & Engineering | 2010–2012 | Led fleet maintenance and engineering functions |
| ExpressJet Holdings, Inc. | Chief Executive Officer; President | CEO: 2001–2010; President: 1999–2010 | Led a North American regional jet operator, driving strategy and operations |
| Continental Airlines; American Airlines | Various roles of increasing responsibility | Prior to 1999 | Operational and managerial experience across major carriers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ExpressJet Holdings, Inc. | Director | 2002–2010 | Prior public company directorship |
| Current public company boards | — | — | None (0 current other public company boards) |
Board Governance
- Independence: Determined by the Board to be independent; one of 7 independent nominees (7 of 8) .
- Chair responsibilities: Presides at shareholder and Board meetings (including executive sessions), attends all committee meetings, sets schedules/agendas with CEO, leads director candidate interviews and committee composition, and represents Board in investor engagements .
- Committee assignments: Board Chair (no standing committee membership); attends all Audit, Compensation, and Governance Committee meetings (all independent) .
- Attendance: Board met 8 times in 2024; each director nominee attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet after each Board meeting in executive session .
- Shareholder engagement: Engagement program contacted holders of >70% of outstanding shares in 2024; Board participates in engagements .
- Related parties: No related-party transactions requiring disclosure since Jan 1, 2024 .
Fixed Compensation (Non-Employee Director Program and 2024 Actuals)
| Component | Standard Annual Fee | 2024 James Ream Actuals | Notes |
|---|---|---|---|
| Cash retainer | $90,000 | $90,000 | Standard non-employee director cash retainer |
| Chair of the Board fee | $75,000 | $75,000 | Non-executive Chair premium |
| Committee chair fees | Audit $22,500; Comp $17,500; Governance $15,000 | $0 | Not a committee chair |
| Meeting fees | Not applicable | Not disclosed | No per-meeting fees disclosed |
| Cash fees earned (2024) | — | $165,000 | Cash retainer + Chair fee |
| Deferred cash into RSUs (2024) | — | $33,000 | Voluntary deferral under Directors’ Deferred Fee Plan |
Program deferral mechanics: Directors may defer all cash retainer/fees and all equity retainer into deferred RSUs; prior to 2025, cash could be deferred into a cash account accruing at the 20-year U.S. government bond rate; phantom stock plan frozen to new contributions since April 22, 2022 .
Performance Compensation (Equity Awards and Vesting Mechanics)
| Grant Type | Grant Date | Shares / Units | Grant-Date Fair Value | Vesting / Settlement | Notes | |---|---|---:|---:|---| | Annual RSU retainer | Apr 26, 2024 | 979 RSUs | $125,000 | Vests in full and paid in shares on first anniversary, unless deferred | Equity retainer standard; service-based vesting only (no performance metric) | | Equity retainer – program level | Annual | — | $135,000 (current program) | Annual grant at meeting date; service-based vesting | Program increased to $135k from $125k in 2024 actuals | | Options | — | — | — | — | Directors do not receive stock options under the non-employee program |
Performance-metric linkage: Non-employee director equity is service-vested RSUs without performance conditions; dividends credited as additional units on deferred RSUs/phantom units; settlement in shares at end of service per elections .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Prior public company board | ExpressJet Holdings, Inc. (Director 2002–2010) |
| Noted interlocks | None disclosed; related-party policy overseen by Audit Committee; no Item 404(a) transactions since Jan 1, 2024 |
Expertise & Qualifications
- Significant experience in management, strategy, finance, and operations, including as CEO of ExpressJet .
- Deep experience in financing, maintenance, customer relations, regulatory issues, and large fleet operations; risk management expertise .
- Enhanced perspectives on public company governance and risk oversight; attends all committee meetings as Chair .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| RSUs held | 3,934 units | Dec 31, 2024 | Service-based RSUs |
| Phantom stock units | 37,688 units | Dec 31, 2024 | Plan frozen to new contributions since Apr 22, 2022; continues to govern prior deferrals |
| Director stock ownership guideline | 5.0x annual cash retainer | Current | New directors have 5 years to comply; all non-employee directors in compliance |
| Hedging/Pledging | Prohibited for directors (no hedging, options trading; no pledging or margining) | Current | Anti-hedging/anti-pledging in Insider Trading Policy |
Governance Assessment
- Board effectiveness: As independent Chair, Ream centralizes agenda-setting, committee attendance, and executive session leadership, supporting rigorous oversight and smooth CEO succession (appointed Chair in 2022 alongside CEO transition) .
- Independence & engagement: Classified independent; Board conducts executive sessions after every meeting; shareholder engagement reaches >70% of outstanding shares—Ream represents Board in outreach .
- Attendance: Board met 8 times in 2024; all nominees ≥75% attendance; all directors attended 2024 annual meeting—indicative of engagement .
- Director pay alignment: Cash ($165k) + equity ($125k 2024 grant) structure with ownership guidelines (5x cash retainer) and deferral features aligns interests; no options; anti-hedging/pledging enhances alignment .
- Compensation governance signals (company-wide): Strong say-on-pay support (~97% in 2024), independent compensation consultant (Pay Governance), clawback policy (Oct 2, 2023), and independent committees bolster confidence—context for Board oversight quality .
- Conflicts & related parties: No related-party transactions since Jan 1, 2024; Audit Committee controls related-party approvals; anti-hedging/pledging reduces misalignment risk .
- Refreshment & tenure: Long tenure (16 years) balanced by formal retirement policy at age 75 and active refreshment process; Governance Committee conducts annual Board/committee effectiveness evaluations via interviews .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or attendance shortfalls; high say-on-pay support diminishes pay-related governance risk .