Paul Yovovich
GATXAbout Paul G. Yovovich
Independent director of GATX since 2012 (12 years of service); age 71. Private investor and former principal/co‑founder of Lake Capital (through Dec 2023) with 40+ years as senior executive and corporate director, including President of Advance Ross Corporation and executive roles at Centel. Qualified CPA; skills span strategy, finance, accounting, risk, technology/data security, and capital markets . Board independence affirmed by the Board under NYSE standards; Board met eight times in 2024, and each director nominee (including Yovovich) attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lake Capital | Principal, Co‑founder | 1998–Dec 2023 | Private equity principal experience; transactional/investment expertise |
| Advance Ross Corporation | President | 1993–1996 | Corporate leadership; finance/operations |
| Centel Corporation | Various executive positions | 1982–1992 | Telecom operations/finance; governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships listed for Yovovich (Other Public Company Boards = 0) |
Board Governance
- Committee assignments: Compensation Committee member; Governance Committee member; not a chair .
- Independence: Board determined Yovovich is independent .
- Attendance and engagement: Board met 8 times in 2024; each director nominee attended ≥75% of Board and applicable committee meetings; all directors attended the annual meeting .
- Board leadership: Independent Chair (James B. Ream); executive sessions of independent directors after each Board meeting .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Cash Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 90,000 | 0 (not a chair) | 5,000 (fees earned total $95,000) | 95,000 |
Notes:
- Non‑employee director cash retainer is $90,000 annually; chair fees apply only to chairs (Audit $22,500; Compensation $17,500; Governance $15,000) — Yovovich is not a chair .
Performance Compensation
| Year | Equity Retainer Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs | Apr 26, 2024 | 979 | 125,000 | Vests in full on first anniversary of grant; settled in stock unless deferred |
Notes:
- Director equity retainer is RSUs with time‑based vesting; no performance metrics are attached to director equity awards .
- Directors may defer cash and equity into deferred RSUs (and legacy phantom stock units); dividends credited as additional units; settlement occurs in shares upon Board departure per elections .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No current public company boards listed; no related‑party transactions requiring disclosure since Jan 1, 2024 |
Expertise & Qualifications
- CPA; finance/accounting controls, capital markets, M&A, risk management; technology/data security .
- Strategic and operating experience across transportation, international markets, and joint ventures (skills matrix) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 39,959 shares |
| RSUs + phantom units credited (included in beneficial ownership) | 35,606 units (aggregate credited) |
| RSUs granted in 2024 (vesting) | 979 RSUs (granted Apr 26, 2024; vests Apr 25/26, 2025) |
| Ownership as % of shares outstanding | ~0.11% (39,959 / 35,675,897) |
| Pledging/Hedging | Prohibited for directors by policy (no pledging, hedging, margining, short sales, publicly traded options) |
| Stock ownership guidelines | 5× annual cash retainer; all non‑employee directors in compliance |
Director Compensation Mix (2024)
| Component | Amount ($) | Mix (%) |
|---|---|---|
| Cash (fees earned) | 95,000 | 43% (derived) |
| Equity (RSU grant date value) | 125,000 | 57% (derived) |
| Total | 220,000 | 100% |
Insider Trades (recent)
| Date | Form | Transaction | Shares/Units | Price ($) | Source |
|---|---|---|---|---|---|
| Nov 3, 2025 | Form 4 | Stock Award (grant) | 19,059 | 157.52 |
Governance Assessment
- Alignment: Mix of cash and equity with mandatory ownership guideline (5× retainer) and anti‑hedging/anti‑pledging policy reinforces skin‑in‑the‑game and alignment; Yovovich’s beneficial ownership and credited RSUs/phantom units support alignment .
- Independence and committee service: Independent director on Compensation and Governance committees; co‑signatory of the Compensation Committee Report (demonstrates active engagement) .
- Attendance/engagement: Met ≥75% attendance threshold; Board and committees ran regular executive sessions of independent directors, indicating robust oversight culture .
- Pay structure and red flags:
- Pay is standard for non‑employee directors; no options, tax gross‑ups, or excessive perquisites; director equity is time‑based RSUs; deferral mechanisms transparent .
- Related‑party transactions: None requiring disclosure since Jan 1, 2024 (reduces conflict risk) .
- Clawback and controls: Company maintains clawback policy and strong governance practices (majority voting, resignation policy, independent Chair) — positive signals .
RED FLAGS
- None disclosed: No related‑party transactions, pledging/hedging prohibited, no director option repricing or gross‑ups; say‑on‑pay support strong (97%) indicating shareholder confidence in compensation governance .
Implications for investors
- Yovovich brings deep financial and transactional expertise to Compensation and Governance oversight with meaningful ownership and compliance with stringent governance policies, supporting board effectiveness and investor confidence .