Pay Versus Performance Table

The following table sets forth information concerning the compensation of our Principal Executive Officers (“PEOs”) and non-PEO NEOs for each of the fiscal years ended December 31, 2020, 2021 and 2022, and our financial performance for each such fiscal year:


	Summary Compensation Table Total for PEO (Kenney) ($) (1)		Summary Compensation Table Total for PEO (Lyons) ($) (1)		Compensation Actually Paid to PEO (Kenney) ($) (1)			Compensation Actually Paid to PEO (Lyons) ($) (1)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)		Average Compensation Actually Paid to Non-PEO NEOs ($) (1)		Value of Initial Fixed $100 Investment Based on:				Net Income ($, in millions)		Net Income, excluding tax adjustments and other items (non-GAAP) ($, in millions)
Year	Summary Compensation Table Total for PEO (Kenney) ($) (1)		Summary Compensation Table Total for PEO (Lyons) ($) (1)		Compensation Actually Paid to PEO (Kenney) ($) (1)			Compensation Actually Paid to PEO (Lyons) ($) (1)				Average Compensation Actually Paid to Non-PEO NEOs ($) (1)		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($) (2)		Net Income ($, in millions)

2022		6,120,956		4,559,380		(2,085,538	)		4,463,028		1,909,348		1,434,592		137.55		123.10		155.923		217.694

2021		7,464,484		–		8,822,603			–		2,150,242		2,418,007		132.04		141.70		143.093		182.186

2020		7,286,765		–		6,085,390			–		2,230,205		1,665,757		103.21		113.61		151.306		162.515

(1)	Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


Year	PEO(s)	Non-PEO NEOs

2022	Robert C. Lyons; Brian A. Kenney (a)	Thomas A. Ellman, Deborah A. Golden, Kim Nero, N. Gokce Tezel, Paul F. Titterton and Robert A. Zmudka

2021	Brian A. Kenney	Thomas A. Ellman, Robert C. Lyons, Deborah A. Golden and N. Gokce Tezel

2020	Brian A. Kenney	Thomas A. Ellman, Robert C. Lyons, Deborah A. Golden and N. Gokce Tezel

(a)	Effective April 22, 2022, Mr. Lyons was appointed as our President and Chief Executive Officer upon the retirement of Mr. Kenney.

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (“FY”), as adjusted as follows:


	2020						2021						2022

Adjustments (a)	PEO			Average Non-PEO NEOs			PEO			Average Non-PEO NEOs			PEO (Kenney)			PEO (Lyons)			Average Non-PEO NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	($	3,711,680	)	($	672,742	)	($	4,732,100	)	($	819,143	)	($	5,119,282	)	($	3,096,428	)	($	802,187	)

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$	4,033,698		$	731,108		$	5,215,423		$	902,825		$	724,813		$	3,188,799		$	623,923

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		N/A			N/A			N/A			N/A		$	682,021			N/A		$	18,517

Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	($	751,099	)	($	134,477	)	($	250,914	)	($	47,142	)	($	1,099,553	)	($	451,230	)	($	395,281	)

Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$	558,613		$	98,045		$	1,142,195		$	230,193		$	319,898		$	77,046		$	139,484

Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		N/A			N/A			N/A			N/A		($	3,603,913	)		N/A		($	97,972	)

Increase based on Incremental Fair Value of Options Modified during Applicable FY		N/A			N/A			N/A			N/A			N/A			N/A			N/A

Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	($	1,716,441	)	($	711,706	)	($	467,804	)	($	157,910	)	($	250,696	)		N/A		($	63,023	)

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	$	385,534		$	128,325		$	451,318		$	158,942		$	140,217		$	185,460		$	101,783

TOTAL ADJUSTMENTS	($	1,201,375	)	($	564,448	)	$	1,358,118		$	267,766		($	8,206,494	)	($	96,353	)	($	474,756	)

(a)

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for performance stock units (and RSUs, if any), the average of the high and low values of our common stock on applicable

year-end

date(s) or, in the case of vesting dates, the closing price on the applicable vesting date(s) multiplied by the probability of achievement as of the applicable date, and (2) for stock options, a value derived using the Black-Scholes option pricing model and the present value of dividends we expect to pay over the expected term of the award as of the applicable

year-end

or vesting date(s), determined based on the same methodology as used to determine grant date fair value of such stock options for financial statement purposes modified to obtain the values as of the relevant valuation dates. The Black-Scholes option pricing model assumptions were determined as follows: a) the average of the high and low values of our common stock on the applicable valuation date as of the current market price, b) in the case of in the money options, an expected term equal to the original ratio of expected term relative to the seven-year contractual term multiplied times the remaining term as of the applicable valuation date, and in the case of underwater stock options, an expected term set equal to the remaining term of the award, c) volatility based on the historical volatility of our stock price over a period equal to the expected term, and d) risk-free interest rates based on the implied yield on recently-issued U.S. Treasury

zero-coupon

bonds with a term comparable to the expected term. In all cases, these amounts were calculated in

accordance with Accounting Standards Codification Topic No. 718, Compensation – Stock Compensation. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to the Company’s audited financial statements contained in the Company’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2022 and prior fiscal years.

(2)	For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P MidCap 400 Index (the “Peer Group”).

Named Executive Officers, Footnote [Text Block]


Year	PEO(s)	Non-PEO NEOs

2022	Robert C. Lyons; Brian A. Kenney (a)	Thomas A. Ellman, Deborah A. Golden, Kim Nero, N. Gokce Tezel, Paul F. Titterton and Robert A. Zmudka

2021	Brian A. Kenney	Thomas A. Ellman, Robert C. Lyons, Deborah A. Golden and N. Gokce Tezel

2020	Brian A. Kenney	Thomas A. Ellman, Robert C. Lyons, Deborah A. Golden and N. Gokce Tezel

(a)	Effective April 22, 2022, Mr. Lyons was appointed as our President and Chief Executive Officer upon the retirement of Mr. Kenney.

Adjustment To PEO Compensation, Footnote [Text Block]

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year (“FY”), as adjusted as follows:


	2020						2021						2022

Adjustments (a)	PEO			Average Non-PEO NEOs			PEO			Average Non-PEO NEOs			PEO (Kenney)			PEO (Lyons)			Average Non-PEO NEOs

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	($	3,711,680	)	($	672,742	)	($	4,732,100	)	($	819,143	)	($	5,119,282	)	($	3,096,428	)	($	802,187	)

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$	4,033,698		$	731,108		$	5,215,423		$	902,825		$	724,813		$	3,188,799		$	623,923

Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		N/A			N/A			N/A			N/A		$	682,021			N/A		$	18,517

Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	($	751,099	)	($	134,477	)	($	250,914	)	($	47,142	)	($	1,099,553	)	($	451,230	)	($	395,281	)

Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	$	558,613		$	98,045		$	1,142,195		$	230,193		$	319,898		$	77,046		$	139,484

Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		N/A			N/A			N/A			N/A		($	3,603,913	)		N/A		($	97,972	)

Increase based on Incremental Fair Value of Options Modified during Applicable FY		N/A			N/A			N/A			N/A			N/A			N/A			N/A

Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY	($	1,716,441	)	($	711,706	)	($	467,804	)	($	157,910	)	($	250,696	)		N/A		($	63,023	)

Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	$	385,534		$	128,325		$	451,318		$	158,942		$	140,217		$	185,460		$	101,783

TOTAL ADJUSTMENTS	($	1,201,375	)	($	564,448	)	$	1,358,118		$	267,766		($	8,206,494	)	($	96,353	)	($	474,756	)

(a)

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for performance stock units (and RSUs, if any), the average of the high and low values of our common stock on applicable

year-end

date(s) or, in the case of vesting dates, the closing price on the applicable vesting date(s) multiplied by the probability of achievement as of the applicable date, and (2) for stock options, a value derived using the Black-Scholes option pricing model and the present value of dividends we expect to pay over the expected term of the award as of the applicable

year-end

or vesting date(s), determined based on the same methodology as used to determine grant date fair value of such stock options for financial statement purposes modified to obtain the values as of the relevant valuation dates. The Black-Scholes option pricing model assumptions were determined as follows: a) the average of the high and low values of our common stock on the applicable valuation date as of the current market price, b) in the case of in the money options, an expected term equal to the original ratio of expected term relative to the seven-year contractual term multiplied times the remaining term as of the applicable valuation date, and in the case of underwater stock options, an expected term set equal to the remaining term of the award, c) volatility based on the historical volatility of our stock price over a period equal to the expected term, and d) risk-free interest rates based on the implied yield on recently-issued U.S. Treasury

zero-coupon

bonds with a term comparable to the expected term. In all cases, these amounts were calculated in

accordance with Accounting Standards Codification Topic No. 718, Compensation – Stock Compensation. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to the Company’s audited financial statements contained in the Company’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2022 and prior fiscal years.