Determination of Director Independence
Our corporate governance guidelines provide that a majority of the board of directors will consist of independent directors. All of our
directors other than Mark W. Kowlzan, our chairman and chief executive officer, and Paul T. Stecko, our former chairman who served as an executive officer from 1999 to 2013 and in an advisory capacity through the end of 2017, are independent and not
employed by us. In determining independence of those directors, the nominating and governance committee conducts an annual review and reports its findings to the full board. The nominating and governance committee determines if any material
relationships exist that would impair the independence of any of the
non-employee
directors and makes a recommendation to the board as to the independence of the directors.
A director may not qualify as independent unless the board of directors affirmatively determines that the director has no material
relationship with us. The board of directors has not adopted categorical standards of materiality for independence purposes (other than those set forth in the New York Stock Exchange (NYSE) listing standards). In connection with the
review performed at its February 27, 2019 meeting, the committee and the board were not aware of any relationship that would disqualify any
non-employee
director other than Mr. Stecko from being
independent. The board and the nominating and governance committee considered the following relationships in making its determination.
Madison Dearborn Partners, which employs Mr. Mencoff as
co-Chief
Executive Officer and Mr. Souleles as Managing Director, is a private equity firm that
has investments in companies that may purchase products or services from, or provide products and services to, us in the ordinary course of business in amounts that are not material in amount or significance. Mr. Mencoff and Mr. Souleles
are not compensated directly or indirectly as a result of any such transactions, do not otherwise have an interest in such transactions and are not involved in any manner in such transactions. Accordingly, we do not consider any such transactions to
impair their independence. As Mr. Mencoff may be deemed to beneficially own more than 10% of certain portfolio companies, we report certain of these transactions under Transactions with Related Persons elsewhere in this proxy
statement.
We purchase services in the ordinary course of business from GATX Corporation, which employs Mr. Lyons as
Executive Vice President and President Rail North America. The amount of 2018 purchases was approximately $165,000, which is less than 0.1% of the 2018 sales of each of GATX and PCA. Mr. Lyons is not directly involved in, and is not
compensated as a result of, this business relationship. Accordingly, the board determined that this business relationship was not a material relationship between Mr. Lyons and PCA, and determined him to be independent and eligible to serve on
the audit committee.
Based on the report and recommendation of the nominating and governance committee, the board of
directors has determined that the following directors and nominees, which constitute nine of the eleven nominees for election to the board, are independent: Cheryl K. Beebe, Duane C. Farrington, Hasan Jameel, Robert C. Lyons, Thomas P. Maurer,
Samuel M. Mencoff, Roger B. Porter, Thomas S. Souleles and James D. Woodrum.
2018 Board of Directors Meetings
The board met five times during 2018. All nominees for election at the 2019 annual meeting attended all meetings of the board and the
committees on which he or she was a member held during the year. All of our directors attended the 2018 Annual Meeting of Stockholders, and all of our directors are expected to attend the 2019 Annual Meeting of Stockholders.
Leadership Structure
Effective January 1, 2016, the board determined to combine the roles of Chairman and Chief Executive Officer because of the
efficiency and effectiveness of board conduct and proceedings gained from Mr. Kowlzans familiarity with our operations as a result of serving as chief executive officer and a director, enabling the board to focus on the most relevant
decisions, issues and risks involving the company. As the companys strategy focuses on operational excellence, the board believes that familiarity with company operations is important to board leadership, which is achieved under the current
leadership structure.
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