Robert Lyons
GATXAbout Robert C. Lyons
Robert C. Lyons, age 61, has served as GATX’s President and Chief Executive Officer since April 2022 and as a director since 2022, following prior roles as President of Rail North America and Chief Financial Officer across multiple periods since 2004 . In 2024, GATX delivered net income of $284.2 million, diluted EPS of $7.78, and ROE of 12.1%, with total shareholder return over 30% for the year, aligning with incentive plan metrics focused on net income and long-term ROE/investment volume . The company emphasizes a long-term, cycle-aware capital allocation strategy; 2024 non-GAAP net income was $288.1 million and non-GAAP ROE was 12.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GATX Corporation | President & CEO | 2022–present | Led across a strengthening railcar leasing cycle; delivered >30% TSR in 2024 |
| GATX Corporation | EVP & President, Rail North America | 2018–2022 | Drove utilization >99% and lease rate improvements through renewals |
| GATX Corporation | EVP & CFO | 2012–2018 | Capital markets execution, portfolio expansion |
| GATX Corporation | SVP & CFO | 2007–2012 | Financial strategy through industry cyclicality |
| GATX Corporation | VP & CFO | 2004–2007 | Finance leadership, risk/return management |
| GATX Corporation | VP, Investor Relations | 2000–2004 | Investor communications, capital access |
| GATX Corporation | Director IR; Project Manager, Corporate Finance | 1996–2000 | Transaction execution, corporate finance |
External Roles
| Organization | Role | Years | Committee(s) |
|---|---|---|---|
| Packaging Corporation of America | Director | 2011–present | Audit Committee |
Board Service & Governance
- Role and independence: Lyons is a director (not independent); the Board has an Independent Chair (James B. Ream) and 7 of 8 nominees are independent .
- Committees: Lyons serves on the Board with no committee memberships (committees fully independent) .
- Board practices: Executive sessions of independent directors after each Board meeting; Board met eight times in 2024, with each nominee attending at least 75% of meetings .
- Dual-role implications: CEO and director structure is mitigated by an independent Chair instituted at the 2022 CEO transition to preserve oversight and independence .
- Director compensation: The CEO receives no separate director compensation .
Fixed Compensation
Multi-year compensation for Lyons:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 734,072 | 858,333 | 936,667 |
| Target Bonus (% of Salary) | — | — | 100% |
| Annual Incentive Paid ($) | 719,730 | 919,015 | 979,001 |
| Stock Awards Grant-Date FV ($) | 1,531,778 | 1,809,082 | 2,058,899 |
| Option Awards Grant-Date FV ($) | 1,564,650 | 1,794,322 | 2,021,463 |
| Total Compensation ($) | 4,559,380 | 6,472,498 | 6,846,635 |
| Notes | CEO salary increases in 2024 included 3.5% general and 5.7% additional market move | — | — |
Performance Compensation
Annual incentive (2024) and long-term performance share design and outcomes:
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive | Net income (non-GAAP) | 100% | $271.7m | $288.1m | 104.5% of target | Cash (paid following FY results) |
| 2022–2024 PSUs | 3-yr avg LTI-adjusted ROE (non-GAAP) | 50% | 10.0% | 9.8% | 86.3% sub-score (component of total 136.8% payout) | |
| 2022–2024 PSUs | 3-yr cumulative investment volume | 50% | $2.73b | $4.60b | 187.3% sub-score (component of total 136.8% payout) | |
| 2024–2026 PSUs | 3-yr avg LTI-adjusted ROE (non-GAAP) | 50% | 10.6% | — | — | Earned at 2026 determination |
| 2024–2026 PSUs | 3-yr cumulative investment volume | 50% | $4.01b | — | — | Earned at 2026 determination |
Grant specifics (2024 awards):
| Award Type | Grant Date | Quantity/Terms | Strike/Price | Vesting |
|---|---|---|---|---|
| NQSOs | 1/25/2024 | 44,700 options | $126.47 | 1/25/2025, 1/25/2026, 1/25/2027 (ratable) |
| PSUs (2024–2026) | 1/25/2024 | Target 16,280; Threshold 4,070; Max 32,560 | Stock-settled at end; dividends only on earned shares | 12/31/2026 |
Notes:
- PSUs earned for 2022–2024 paid at 136.8% of target; Lyons elected cash payout per policy allowing cash if over 150% ownership goal or within 5 years of retirement .
- Options carry dividend equivalents that accrue and are paid after vesting until exercise/expiry .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 190,604 shares as of Feb 28, 2025 |
| Shares outstanding | 35,675,897 as of Feb 28, 2025 |
| Ownership % of outstanding | ~0.53% (190,604 / 35,675,897) |
| Unexercisable options (key lots) | 44,700 (1/25/2031 expiry, strike $126.4680) ; 29,134 (1/26/2030, strike $113.28) |
| Unvested PSUs (target) | 32,560 (2024 grant, vests 12/31/2026) ; 31,940 (2023 grant, vests 12/31/2025) |
| 2024 vesting/realizations | Options exercised: 19,300; value $1,080,072; stock vested: 20,315; value $3,397,785 |
| Ownership guidelines | CEO 5.0x base salary; others 2.5x; retention of 50% after-tax profits until guideline met; all NEOs in compliance |
| Hedging/pledging | Prohibited (no hedging, margining, or pledging of GATX stock) |
| Insider trading policy | Centralized policy governs trading windows and MNPI; attached to 2024 10-K |
Upcoming vesting events that may influence trading windows:
- NQSOs vest: 1/25/2025, 1/25/2026, 1/25/2027 for 2024 grants .
- PSUs vest: 12/31/2025 and 12/31/2026 for 2023 and 2024 grants, respectively .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement | Company does not provide employment agreements to executive officers, other than legacy change-of-control (COC) agreements entered prior to 2023 |
| Executive Severance Plan (2023) | CEO: base salary severance of 24 months (non-COC) or 36 months (COC); bonus multiples of 2x (non-COC) or 3x (COC); pro-rated bonus; COBRA premiums; outplacement up to $25,000; double-trigger equity vesting (COC + qualifying termination) |
| COC Agreements (legacy) | Double-trigger; severance equals 3x base salary + target bonus; 3 years additional age/service credit; 3 years benefits coverage; outplacement up to 10% of salary; no excise tax gross-up (Lyons’ prior gross-up removed via Feb 2025 amendment) |
| Potential payouts (illustrative) | If terminated without cause in connection with a COC (assumed Dec 31, 2024), Lyons’ total illustrative payout is $18,669,547, including cash severance ($5,700,000), stock option/PSU accelerations, and benefits/outplacement |
| Clawback policy | Mandatory recovery of erroneously awarded incentive comp over 3 prior years upon required restatement per NYSE Rule 10D-1; effective Oct 2, 2023 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net income (GAAP, $mm) | 155.9 | 259.2 | 284.2 |
| Net income (non-GAAP, $mm) | 217.7 | 257.6 | 288.1 |
| Diluted EPS (GAAP, $) | 4.35 | 7.12 | 7.78 |
| Diluted EPS (non-GAAP, $) | 6.07 | 7.07 | 7.89 |
| ROE (GAAP, %) | 7.7% | 12.0% | 12.1% |
| ROE (non-GAAP, %) | 10.8% | 12.0% | 12.2% |
| TSR (annual) | — | — | >30% |
Highlights:
- Operational execution: 2024 Rail North America utilization >99%, renewal lease rates increased; investments >$1.6 billion across assets .
- Investor returns: dividend increased for 14th consecutive year; 106th year of uninterrupted dividends; $106 million returned via dividends/buybacks in 2024 .
- Shareholder support: 2024 say-on-pay approval ~97%; five-year average ~97% .
Compensation Peer Group & Governance
- Peer benchmarking: No directly comparable public peers; Compensation Committee relies on multiple data points, including survey data for companies with revenues $1–3 billion; LTI target values generally set between 50th–75th percentiles to reward above-market performance .
- Option policies: No repricing/exchange of underwater options without shareholder approval .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 .
- Independent advisor: Pay Governance LLC serves as independent consultant; attends all Compensation Committee sessions; independently recommends CEO pay .
Investment Implications
- Pay-for-performance alignment and retention: With ~84% of CEO target pay tied to performance and long-term equity, incentives align to cycle-aware growth and returns; 2024 outcome at 104.5% AIP and 136.8% PSUs suggests robust execution and balanced focus across ROE and investment volume .
- Vesting-driven supply signals: Scheduled vesting of NQSOs (2025–2027) and PSUs (2025–2026) may create periodic selling windows; however, hedging/pledging are prohibited and insider trading windows apply, moderating disorderly selling risk .
- Governance improvements: Removal of CEO’s legacy excise tax gross-up in Feb 2025 and maintenance of double-trigger COC terms reduce shareholder-unfriendly optics and limit windfall risks .
- Ownership alignment: CEO beneficial ownership of ~0.53% with mandatory 5x salary ownership guideline and retention requirements supports “skin-in-the-game” posture; PSUs settle based on long-term outcomes, reinforcing durable capital discipline .
- Shareholder sentiment: High and persistent say-on-pay approval (~97%) signals investor confidence in program design; continued performance versus non-GAAP targets and TSR will be key to sustaining support .