Paul Titterton
GATXAbout Paul Titterton
Executive Vice President and President, Rail North America (since April 2022); age 49. Titterton joined GATX in 1997 and has held progressively senior roles across fleet management, commercial, and operations . In 2024, GATX delivered diluted EPS of $7.78 and >30% total shareholder return, with Rail North America achieving >99% fleet utilization and strong renewal rates—directly tied to executive incentive metrics on net income (non-GAAP), LTI-adjusted ROE, and investment volume .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GATX | EVP & President, Rail North America | 2022–present | Leads North American rail portfolio through market cycles |
| GATX | SVP & Chief Operating Officer, Rail North America | 2018–2022 | Oversaw operations and utilization improvement |
| GATX | SVP & Chief Commercial Officer, Rail North America | 2015–2018 | Led commercial strategy and renewals |
| GATX | VP & Chief Commercial Officer | 2013–2015 | Managed commercial execution |
| GATX | VP & Group Exec., Fleet Mgmt., Marketing & Government Affairs | 2011–2013 | Directed fleet management and policy |
| GATX | VP & Exec. Director, Fleet Management | 2008–2011 | Ran fleet management functions |
| GATX | Various positions | 1997–2008 | Early career progression |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 504,244 | 544,750 | 591,450 |
| Target Bonus (% of Salary) | — | — | 70% |
| Annual Bonus Paid ($) | 351,213 | 408,284 | 432,727 |
Notes:
- 2024 annual incentive payout factor was 104.5% of target, based on net income (non-GAAP) vs budget .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Net income (non-GAAP) vs budget | 100% | $271.7M | 106% of target | 104.5% of target | Cash, after FY |
| Performance Shares (2022–2024) | 3-yr avg LTI-adjusted ROE (non-GAAP) | 50% | 10.0% | 9.8% | 86.7% component | |
| Performance Shares (2022–2024) | 3-yr cumulative investment volume | 50% | $2.73B | $4.60B | 200% component | |
| Performance Shares (2022–2024) | Total PSU payout | — | — | — | 136.8% of target | Vested end-2024; cash election used |
2024–2026 PSUs are measured on 10.6% LTI-adjusted ROE and $4.01B cumulative investment volume, equally weighted; payout range 0–200%; dividends only on earned shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 49,400 shares as of Feb 28, 2025 |
| Shares Outstanding (reference) | 35,675,897 as of Feb 28, 2025 |
| Ownership as % of Outstanding | ~0.14% (49,400 / 35,675,897) |
| Stock Ownership Guideline | 2.5× base salary for NEOs; all NEOs in compliance |
| Anti-Hedging/Pledging | Hedging, margining, pledging prohibited for officers |
| Insider Trading Controls | Pre-clearance, blackout periods, Rule 10b5-1 conditions |
Vested vs Unvested Detail (as of 12/31/2024):
| Instrument | Exercisable | Unexercisable | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| NQSOs (grant 2024) | — | 11,600 | $126.468 | 1/25/2031 | 1/25/2025/2026/2027 |
| NQSOs (grant 2023) | 3,133 | 6,267 | $113.280 | 1/26/2030 | 50% on 1/31/2025; 50% on 1/31/2026 |
| NQSOs (grant 2022) | 6,733 | 3,367 | $103.150 | 1/28/2029 | 100% on 1/24/2025 |
| RSUs | — | 2,970 | — | — | 1/28/2025 |
| PSUs (2023–2025) | — | 6,840 | — | — | 12/31/2025 |
| PSUs (2024–2026) | — | 8,460 | — | — | 12/31/2026 |
Option Exercises / Stock Vested (2024):
| Metric | 2024 Amount |
|---|---|
| Options Exercised (shares) | 9,000 |
| Value Realized on Exercise ($) | 610,647 |
| Stock Vested (shares) | 4,569 |
| Value Realized on Vesting ($) | 764,188 |
Employment Terms
| Provision | Terms for EVP (applies to Titterton) |
|---|---|
| Executive Severance Plan (Feb 2023) | Without cause (non-COC): 18 months base salary; 1.5× target bonus; prorated actual bonus; prior-year bonus if any; COBRA during severance; outplacement up to $25k; EAP; tuition reimbursement |
| Change-of-Control (COC) Agreement | Double-trigger; with termination: 24 months base salary; 2× target bonus; prorated target bonus; 3 yrs age/service credit for pension; 3 yrs benefits; outplacement up to 10% of salary; no excise tax gross-up; potential benefit reduction to maximize after-tax |
| Clawback Policy | Mandatory recovery of incentive-based comp after accounting restatement (3-year lookback) |
| Employment Agreements | No employment agreements (except legacy COC) |
| Anti-Hedging/Pledging | Hedging/margin/pledging prohibited; standing/limit orders discouraged |
Potential Payments (illustrative as of 12/31/2024):
| Scenario | Total ($) |
|---|---|
| Termination without cause (non-COC) | 2,826,947 |
| Termination without cause/resignation for good reason in connection with COC | 6,912,687 |
| Death or Disability | 2,205,487 |
Compensation Structure and Grants (multi-year)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards – grant date fair value ($) | 753,013 | 387,418 | 534,960 |
| Option Awards – grant date fair value ($) | 351,177 | 385,964 | 524,585 |
| 2024 Grants – Options (shares) | — | — | 11,600 |
| 2024 Grants – Options (exercise price) | — | — | $126.47 |
| 2024 Grants – PSUs Target (shares) | — | — | 4,230 |
| 2024 Grants – PSUs Threshold/Max (shares) | — | — | 1,058 / 8,460 |
Vesting Schedules and Insider Selling Pressure
- Near-term events: RSUs vest 1/28/2025 (2,970 shares) ; options vesting 1/24/2025, 1/31/2025, 1/25/2025; PSUs vesting at 12/31/2025 and 12/31/2026 .
- 2024 realized liquidity: 9,000 options exercised ($610,647) and 4,569 shares vested ($764,188) .
- PSU cash election available (used for 2022–2024), potentially reduces future share delivery/selling pressure .
Performance & Track Record
- Rail North America: renewal lease rates increased; lease terms extended; >99% fleet utilization; >$1.1B investment; opportunistic secondary-market acquisitions—supporting long-term cash flow and incentive outcomes .
- Company-wide results (2024): Net income $284.2M; diluted EPS $7.78 (GAAP); ROE 12.1%; TSR >30% .
- Incentives linked to these outcomes: Annual plan tied to net income (non-GAAP); PSU payout 136.8% based on ROE and investment volume .
Investment Implications
- Strong pay-for-performance alignment: AIP tied to net income (non-GAAP); PSUs split across ROE and investment volume; 2022–2024 PSU payout at 136.8% indicates robust execution in growth while maintaining returns .
- Retention and alignment: Significant unvested awards (options/PSUs/RSUs) with staged vesting through 2027; stock ownership guidelines (2.5× salary) and anti-hedging/pledging policy further align incentives; all NEOs in compliance .
- Change-of-control economics: Double-trigger; EVP benefits of 24 months salary/2× bonus plus accelerated equity and pension credits—material but no tax gross-ups; plan-level clawback mitigates risk .
- Near-term supply risk: Scheduled RSU/option vesting in early 2025 and PSU vesting at end-2025/end-2026 could create periodic liquidity, though the cash election feature may limit share issuance and selling .
- Ownership is modest (~0.14% of shares outstanding), reducing one-person selling impact; broader governance (pre-clearance, blackout periods) also moderates trading timing .