
										Net Income
							Value of Initial Fixed			Excluding
							$100 Investment Based			Tax
					Average		on:			Adjustments
	Summary	Summary	Compensation	Compensation	Summary	Average		Peer Group		and Other
	Compensation	Compensation	Actually Paid	Actually Paid	Compensation	Compensation	Total	Total	Net	Items
	Table Total for	Table Total for	to PEO	to PEO	Table Total for	Actually Paid	Shareholder	Shareholder	Income	(non-GAAP)
	PEO (Kenney)	PEO (Lyons)	(Kenney)	(Lyons)	Non-PEO	to Non-PEO	Return	Return	($, in	($, in
Year	($)⁽¹⁾	($)⁽¹⁾	($)⁽¹⁾	($)⁽¹⁾	NEOs ($)⁽¹⁾	NEOs ($)⁽¹⁾	($)	($)⁽²⁾	millions)	millions)
2023	—	6,472,498	—	5,092,187	1,798,061	1,543,434	158.50	143.34	259.169	257.602
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
2023	Robert C. Lyons	Thomas A. Ellman, Brian L. Glassberg, Kim Nero, and Paul F. Titterton
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, Deborah A. Golden, Robert C. Lyons, and N. Gokce Tezel
2020	Brian A. Kenney	Thomas A. Ellman, Deborah A. Golden, Robert C. Lyons, 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						2023
			Average				Average						Average				Average
			Non-PEO				Non-PEO		PEO		PEO		Non-PEO				Non-PEO
Adjustments	PEO		NEOs		PEO		NEOs		(Kenney)		(Lyons)		NEOs		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)	$	(3,603,404)	$	(738,939)
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	$	3,321,372	$	680,948
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	$	0	$	0	$	0	$	0	$	682,021	$	0	$	18,517	$	0	$	0
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)	$	(137,477)	$	(250,914)	$	(47,142)	$	(1,099,553)	$	(451,230)	$	(395,281)	$	(90,196)	$	14,411
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	$	(131,861)	$	(46,859)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	$	0	$	0	$	0	$	0	$	(3,603,913)	$	0	$	(97,972)	$	0	$	0
Increase based on Dividends Paid to the Executive during Applicable FY on outstanding equity awards	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Increase based on Incremental Fair Value of Options Modified during Applicable FY	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
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)	$	0	$	(63,023)	$	(1,081,846)	$	(226,300)
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	$	205,624	$	62,112
TOTAL ADJUSTMENTS	$	(1,201,375)	$	(564,448)	$	1,358,118	$	267,766	$	(8,206,494)	$	(96,353)	$	(474,756)	$	(1,380,311)	$	(254,628)

^(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 ASC 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, 2023 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

Year	PEO(s)	Non-PEO NEOs
2023	Robert C. Lyons	Thomas A. Ellman, Brian L. Glassberg, Kim Nero, and Paul F. Titterton
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, Deborah A. Golden, Robert C. Lyons, and N. Gokce Tezel
2020	Brian A. Kenney	Thomas A. Ellman, Deborah A. Golden, Robert C. Lyons, 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

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						2023
			Average				Average						Average				Average
			Non-PEO				Non-PEO		PEO		PEO		Non-PEO				Non-PEO
Adjustments	PEO		NEOs		PEO		NEOs		(Kenney)		(Lyons)		NEOs		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)	$	(3,603,404)	$	(738,939)
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	$	3,321,372	$	680,948
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date	$	0	$	0	$	0	$	0	$	682,021	$	0	$	18,517	$	0	$	0
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)	$	(137,477)	$	(250,914)	$	(47,142)	$	(1,099,553)	$	(451,230)	$	(395,281)	$	(90,196)	$	14,411
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	$	(131,861)	$	(46,859)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	$	0	$	0	$	0	$	0	$	(3,603,913)	$	0	$	(97,972)	$	0	$	0
Increase based on Dividends Paid to the Executive during Applicable FY on outstanding equity awards	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Increase based on Incremental Fair Value of Options Modified during Applicable FY	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
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)	$	0	$	(63,023)	$	(1,081,846)	$	(226,300)
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	$	205,624	$	62,112
TOTAL ADJUSTMENTS	$	(1,201,375)	$	(564,448)	$	1,358,118	$	267,766	$	(8,206,494)	$	(96,353)	$	(474,756)	$	(1,380,311)	$	(254,628)

^(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 ASC 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, 2023 and prior fiscal years.