Robert Wetherbee

About Robert Wetherbee

Robert “Bob” S. Wetherbee (age 65) is an independent director of GATX, elected July 13, 2025, with an initial term through the 2026 annual meeting. He serves on the Audit and Compensation Committees. He holds a B.S. in Industrial Administration (accounting emphasis) from Iowa State University. His background spans 40+ years in specialty materials and metals with deep aerospace exposure, and he currently serves as executive chairman of ATI Inc. and board chair at Commercial Metals Company.

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE rules; no related-party transactions requiring Item 404(a) disclosure at election.
• GATX committee assignments: Audit Committee and Compensation Committee member.
• Board practices: Executive sessions of independent directors after each Board meeting; all standing committees (Audit, Compensation, Governance) are fully independent.
• Attendance baseline: The Board met eight times in 2024; all director nominees at that time (pre‑Wetherbee) attended ≥75% and all attended the 2024 annual meeting. Wetherbee joined in 2025; his attendance will be reported in future proxies.
• Governance policies: Anti-hedging and anti-pledging prohibitions; formal related-party transaction review by Audit Committee; annual Board/committee evaluations.

Fixed Compensation

• Deferral mechanics: Directors may defer all cash fees and all equity retainer into deferred RSUs; prior to 2025, cash could be deferred into a cash account accruing interest at the 20-year US government bond rate and/or phantom stock (plan frozen to new contributions April 22, 2022). Dividend equivalents accrue as additional units. Settlement occurs in shares upon Board service end (fractional units paid in cash).

Performance Compensation

• Not applicable: GATX does not tie director compensation to performance metrics; director equity is time-based RSUs.
• Context for Compensation Committee oversight (relevant to Wetherbee’s committee role):
  • Annual Incentive Plan (NEOs): Based on net income (non-GAAP) vs budget; 2024 target $271.7mm; payout curve threshold 80%, target 100%, max 170%.
  • Performance Share Plan (NEOs): Two equally weighted 3-year measures—LTI-adjusted ROE (non-GAAP) and cumulative investment volume—with the example 2022–2024 plan yielding 136.8% of target (ROE 9.8% vs 10.0% goal; investment $4.60bn vs $2.73bn goal).

Other Directorships & Interlocks

• Public boards: ATI (executive chairman); CMC (board chair).
• Potential interlocks/conflicts: Metals and aerospace exposure could overlap GATX customer/supplier ecosystems; GATX’s Audit Committee policy requires review and approval of any related-party transactions and none are reported at Wetherbee’s election.

Expertise & Qualifications

• Specialty materials/metals and aerospace end-markets leadership; long-cycle asset and industrial operations expertise.
• Financial and accounting emphasis (degree), broad P&L experience; relevant for Audit Committee membership.
• Governance and compensation oversight experience as board chair; adds perspective to Compensation Committee deliberations.

Equity Ownership

• Director ownership policy: 5.0× annual cash retainer; new directors have five years to reach compliance. Anti-hedging/anti-pledging policies apply to directors.
• Current beneficial holdings: Not disclosed in the March 14, 2025 proxy (pre‑appointment); initial ownership, Form 3/4 and compliance status to be evaluated in forthcoming filings.

Governance Assessment

• Positives

  • Independent director with deep industrial and aerospace experience; appointed to Audit and Compensation—directly relevant to GATX’s cyclical leasing economics and incentive design.
  • No related-party transactions disclosed at appointment; strong company-level anti-hedging/anti-pledging and related-party controls.
  • Robust director compensation structure (balanced cash/equity) and ownership requirements support long-term alignment; deferral mechanics enable tax-efficient alignment.
  • Strong shareholder support for executive pay programs (≈97% say‑on‑pay approvals), indicating investor confidence in compensation governance that Wetherbee will help oversee.

• Watch items / potential risks

  • Dual outside board leadership roles (executive chairman at ATI; board chair at CMC) increase time commitments; monitor attendance/engagement in future proxy reporting.
  • Metals/aerospace interlocks: monitor for any procurement or commercial relationships requiring Item 404 review; Audit Committee policy provides mitigation.
  • Director ownership compliance: confirm progress toward 5× retainer guideline in upcoming filings (new directors have five years).

• Implications for investors

  • Wetherbee’s long-cycle industrial expertise aligns with GATX’s asset-duration strategy and should enhance committee effectiveness in financial reporting and incentive design through cycles.
  • Governance structure (independent committees, executive sessions, clawback for executives) and strong say‑on‑pay outcomes underpin investor confidence; continued monitoring of any interlocks is prudent.