John Holmes
GATXAbout John Holmes
John M. Holmes (age 48) is an independent director at GATX, serving since 2024 and currently a member of the Audit Committee, where the Board has determined he qualifies as an “audit committee financial expert.” He is Chairman, President and CEO of AAR CORP., with prior experience in investment banking and private equity, and has been affirmed independent under NYSE standards; in 2024 each director nominee attended at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AAR CORP. | Director of M&A | 2001 | Corporate development foundation for subsequent operating leadership |
| AAR CORP. | GM, Parts Trading | 2003 | Led parts trading; operational efficiencies |
| AAR CORP. | President | Jun 2017 – present | Leads Aviation Services; growth and efficiency focus |
| AAR CORP. | CEO | Jun 2018 – present | Executive leadership of global aviation services |
| AAR CORP. | Chairman | Jan 2023 – present | Board leadership alongside CEO role |
External Roles
| Organization | Role | Public Company Board Seat | Governance Notes |
|---|---|---|---|
| AAR CORP. | Chairman, President & CEO | Yes (count of other public company boards: 1) | Aviation services expertise; finance/transactions background |
Board Governance
- Committee assignments: Audit Committee member; not a committee chair. The Audit Committee’s responsibilities include auditor oversight, financial reporting integrity, compliance, risk management, and cybersecurity oversight; Holmes is designated financially literate and an audit committee financial expert.
- Independence: Board affirmed Holmes (and 7 of 8 nominees) as independent under NYSE standards.
- Attendance: The Board met 8 times in 2024; each director nominee attended at least 75% of Board and relevant committee meetings; committee meetings held—Audit: 6, Compensation: 5, Governance: 5.
- Leadership: Independent Chair (James B. Ream) presides at executive sessions of independent directors after each Board meeting.
- Shareholder alignment signals: 2024 say‑on‑pay approval ~97%.
Fixed Compensation
| Component | Details | Amount/Units | Dates/Vesting |
|---|---|---|---|
| Cash fees (2024) | Pro‑rated director cash fees earned | $83,967 | 2024; standard program in effect |
| Equity awards (2024) | RSUs grant Apr 26, 2024 | 979 RSUs; grant date FV $125,000 | Vest in full on first anniversary of grant (Apr 26, 2025) |
| Equity awards (initial) | RSUs grant upon election Jan 26, 2024 | 249 RSUs; grant date FV $31,507 | Vest in full on first anniversary of grant (Jan 26, 2025) |
| Deferred fees election | 2024 cash retainer deferred to RSUs | $90,000 deferred | Settlement in shares per Deferred Fee Plan |
| 2025 standard program | Annual cash retainer | $90,000 | Ongoing |
| 2025 standard program | Annual equity retainer (RSUs) | $135,000 | Issued on annual meeting date; service‑based vesting |
| Committee chair fees (if applicable) | Audit/Comp/Gov chairs | $22,500 / $17,500 / $15,000 | Not applicable to Holmes (member, not chair) |
Total 2024 director compensation (Holmes): $240,474 (cash $83,967; stock awards $156,507).
Performance Compensation
| Metric | Applies to Directors? | Plan Feature | Notes |
|---|---|---|---|
| Net income, ROE, Investment Volume | No | N/A | Director equity is RSUs with service‑based vesting; no performance shares or options for non‑employee directors |
| TSR/Relative TSR | No | N/A | No director performance metrics disclosed |
Other Directorships & Interlocks
| Company | Relationship to GATX | Potential Conflict/Interlock | Disclosure Status |
|---|---|---|---|
| AAR CORP. | Aviation services; Holmes is Chairman/CEO | Industry adjacency (aviation); could be supplier/customer ecosystem proximity | No related‑party transactions requiring Item 404(a) disclosure since Jan 1, 2024 |
Expertise & Qualifications
- Sector expertise: Global aviation industry; air transportation; strategy; operations; international/emerging markets; M&A; capital markets; risk management; accounting/financial controls; cybersecurity; HR/talent; regulatory/governance.
- Audit Committee Financial Expert designation (SEC definition).
Equity Ownership
| Item | Amount | Date/Detail | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 1,902 | As of Feb 28, 2025 | Includes RSUs/phantom units payable in shares; new RSUs vest at first anniversaries |
| RSUs held | 1,761 | As of Dec 31, 2024 | Comprised of 2024 grants; service‑based vesting |
| Ownership % of outstanding | ~0.005% | 1,902 / 35,675,897 shares outstanding (Feb 28, 2025) | Calculated from disclosed amounts |
| Ownership guidelines | 5.0x annual cash retainer for directors; 5‑year compliance period for new directors | Policy compliance stated for all non‑employee directors | RSUs/phantom units count toward guideline per plan terms |
| Hedging/pledging | Prohibited for directors (anti‑hedging/anti‑pledging) | Policy under Insider Trading Policy | Short sales, options, margin, and pledging prohibited |
Governance Assessment
- Strengths: Independence affirmed; Audit Committee Financial Expert designation; active Audit Committee oversight of financial reporting, compliance, and cybersecurity; executive sessions after each Board meeting; strong say‑on‑pay support (~97%); director ownership guideline with compliance and anti‑hedging/anti‑pledging safeguards.
- Engagement: Board met 8 times in 2024 with committee activity (Audit: 6; Compensation: 5; Governance: 5); each director nominee met at least the 75% attendance threshold; shareholder outreach covered >70% of outstanding shares.
- Compensation alignment: Director pay is balanced between cash retainer and service‑vested RSUs; Holmes deferred $90,000 of cash fees into RSUs, enhancing alignment; 2025 equity retainer increased to $135,000, maintaining equity‑heavy mix.
- Conflicts/related parties: No related‑party transactions requiring disclosure since Jan 1, 2024; while Holmes leads AAR (aviation), no reported business dealings with GATX triggering Item 404(a).
- Red flags: None evident regarding hedging/pledging, RPTs, attendance shortfalls, or option repricing; change‑in‑control tax gross‑ups are not part of director compensation, and executive agreements are double‑trigger without tax gross‑ups (contextual governance environment).
Overall signal: Holmes brings deep aviation and transaction expertise with robust audit credentials and independent status; compensation/ownership structures and policies (anti‑hedging/pledging, ownership guidelines) support investor confidence while no related‑party exposures are disclosed. **[40211_0001558370-25-002966_gatx-20250425xdef14a.htm:25]** **[40211_0001558370-25-002966_gatx-20250425xdef14a.htm:14]** **[40211_0001558370-25-002966_gatx-20250425xdef14a.htm:27]** **[40211_0001558370-25-002966_gatx-20250425xdef14a.htm:19]**