Shelley Bausch
GATXAbout Shelley J. Bausch
Independent director (Age 59) with 1 year of service on GATX’s board. Member of the Audit and Governance Committees; the board affirmatively determined she is independent under NYSE standards. Background includes senior operating roles in industrial coatings and materials, most recently President, Global Industrial Coatings at Axalta (2021–Jan 2025), with prior leadership at Carlisle Companies, PPG Industries, and a 25-year tenure at Dow Corning. Prior public company board service includes Kraton Corporation (2017–2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axalta Coating Systems Ltd. | President, Global Industrial Coatings | Jan 2021 – Jan 2025 | Led global operations and commercial strategy in industrial coatings |
| Carlisle Companies Incorporated | Led Asia Pacific region and Fluid Technologies business | Pre-2017–2017 | Regional leadership and BU transformation |
| PPG Industries, Inc. | Led Global Industrial Coatings business | Pre-2017 | Global P&L and commercial leadership |
| Dow Corning Corporation | Various commercial roles with increasing responsibility | 25 years | Commercial growth and customer engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed (Other Public Company Boards = 0) |
| Kraton Corporation | Director | 2017–2022 | Prior public board service |
Board Governance
- Committee memberships: Audit and Governance; not a committee chair. Audit Committee members (Aigotti—Chair, Arvia, Bausch, Holmes) are financially literate; “audit committee financial expert” designation applies to Aigotti, Arvia, and Holmes.
- Independence: Board determined Bausch and all non-management nominees (7 of 8) are independent.
- Attendance: Board met 8 times in 2024; each nominee attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions & leadership: Independent Chair (James B. Ream) presides over executive sessions after each Board meeting and attends committee meetings.
- Policies strengthening investor alignment: Anti-hedging/anti-pledging; related party transactions require Audit Committee approval; none requiring disclosure since Jan 1, 2024.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash Retainer | 90,000 | Standard non-employee director cash retainer |
| Committee Chair Fees | — | Not a committee chair |
| Meeting Fees | — | Not separately paid per program |
| Total Cash | 90,000 | — |
- Program parameters (current): Annual director equity retainer RSUs $135,000; cash retainer $90,000; chair fees (Board $75,000; Audit $22,500; Compensation $17,500; Governance $15,000).
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (Annual equity) | Apr 26, 2024 | 979 | 125,000 | Vests in full and pays in GATX shares on first anniversary (footnote indicates Apr 25, 2025) |
- Deferred Fee Plan: Directors may defer all cash fees and equity into deferred RSUs; dividend equivalents accrue as additional units; settlement in shares at end of Board service per elections. Bausch’s 2024 footnotes list deferrals for other directors (Holmes, Ream, Sutherland), with no deferral noted for Bausch.
- Director equity awards are time-based (no performance metrics).
Other Directorships & Interlocks
| Company | Relationship | Current/Prior | Potential Interlock Risk |
|---|---|---|---|
| Kraton Corporation | Director | Prior (2017–2022) | None disclosed by GATX; no related-party transactions since Jan 1, 2024 |
| Other public boards | — | None current | — |
Expertise & Qualifications
- Extensive international business leadership and commercial expertise (e-commerce and marketing), with experience transforming business models.
- Skills matrix highlights supply chain, operations, strategy, M&A, capital markets, risk management, accounting/controls; cybersecurity familiarity; regulatory/governance.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of Feb 28, 2025) | 1,750 shares/units | Includes RSUs and phantom stock units payable post-retirement and RSUs vesting on/around Apr 25, 2025 |
| RSUs held (Dec 31, 2024) | 1,744 | Annual grant 979 RSUs on Apr 26, 2024 |
| Ownership guideline | 5.0x annual cash retainer | All non-employee directors are in compliance |
| Pledging/Hedging | Prohibited by policy | Aligns with shareholder-friendly practices |
Insider Trades
| Date | Transaction | Securities | Notes/Source |
|---|---|---|---|
| Nov 3, 2025 | Credit of additional RSUs under Amended & Restated Directors’ Voluntary Deferred Fee Plan | 153 | Form 4 filing indicates RSUs credited per plan mechanics |
Form 4s reflect routine RSU accruals/dividend equivalents under the director deferred fee plan; no open-market purchases/sales disclosed in cited filings.
Governance Assessment
- Board effectiveness: Placement on Audit and Governance Committees leverages Bausch’s operating and transformation background; Audit Committee designates financial experts among other members; Bausch is financially literate. Attendance thresholds met; independent Chair ensures robust oversight via executive sessions.
- Independence & conflicts: Board affirmed independence; anti-hedging/anti-pledging in place; Audit Committee policy governs related-party transactions; none disclosed since Jan 1, 2024.
- Compensation & alignment: Standard cash/equity mix with annual RSUs; directors subject to stringent ownership guidelines (5x cash retainer) and compliance affirmed; RSU grants vest time-based without performance metrics (typical for directors).
- Signals: Prior executive role at Axalta ended Jan 2025, reducing any potential operating conflicts; GATX reports no related-party dealings requiring disclosure. Ownership is modest in absolute terms but policy compliance and prohibition on pledging/hedging support alignment.
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging permitted, attendance sufficient. Monitor for any future external appointments that could intersect with GATX customers/suppliers.