Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on December 3, 2021, the Board of Directors of GATX Corporation ("GATX" or the "Company") appointed Robert C. Lyons to the position of Chief Executive Officer and President, effective April 22, 2022 upon the retirement of Brian A. Kenney, the current Chairman, CEO and President. Mr. Lyons is currently Executive Vice President and President of the Company's Rail North America business. Mr. Kenney is expected to continue to serve on GATX's Board of Directors as non-executive Chairman until October 31, 2022. On January 28, 2022, the Compensation Committee of the Board of Directors approved changes to Mr. Lyons' base salary, target bonus and target long-term incentive opportunity in connection with his promotion and set Mr. Kenney's compensation as non-executive Chairman.

Effective April 22, 2022, Mr. Lyons' base salary will increase to $800,000 from $597,100, and his target bonus will increase to 100% of base salary from 70%. In making its regular, annual grants of long-term incentive awards on January 28, 2022, the Compensation Committee used a target value of $3,000,000 for Mr. Lyons' awards, an increase from the target value of $950,000 used in 2021.

For his service as non-executive Chairman following his retirement on April 22, 2022, Mr. Kenney will receive cash compensation at the annual rate of $150,000. That amount will be pro-rated for the approximately six-month period Mr. Kenney is expected to serve.

In addition, on January 28, 2022, the Compensation Committee approved a Leadership Recognition Award for Thomas A. Ellman, the Company's Executive Vice President and Chief Financial Officer. The award consists of a grant of 3,960 restricted stock units having a grant date value equal to $400,000 pursuant to the form of Restricted Stock Unit Agreement attached hereto as Exhibit 10.1. These restricted stock units will vest 25% on the one year anniversary of the date of grant and 75% on the third anniversary of the grant, subject to continued employment with the Company. Mr. Ellman also entered into a Confidential Information, Non-Competition, and Non-Solicitation Agreement in the form attached hereto as Exhibit 10.2, pursuant to which he agreed that during employment and for a period equal to the shorter of (i) the 12-months immediately following the termination of his employment for any reason other than a termination by GATX without cause or by the executive for good reason, or (ii) until January 28, 2026 he will not compete with GATX or solicit customers or employees of GATX, in addition to covenanting not to use or disclose GATX confidential information.

Item 9.01. Financial Statements and Exhibits.


  (d) Exhibits
Exhibit No.                                                Description
10.1                         Form of Restricted Stock Unit Agreement for Grant under the Amended and
                           Restated 2012 Incentive Award Plan to Thomas A. Ellman. *
10.2                         Form of Confidential Information, Non-Competition, and Non-Solicitation
                           Agreement between GATX Corporation and Thomas A. Ellman. *
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).

(*) Compensatory Plans or Arrangements

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