PRE 14A 1 nc10016577x1_pre14a.htm PRE 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12
Triton International Limited
(Name of Registrant as Specified In Its Charter)
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2021
Notice of
Annual General Meeting
of Shareholders
and Proxy Statement


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TRITON INTERNATIONAL LIMITED
VICTORIA PLACE, 5TH FLOOR
31 VICTORIA STREET
HAMILTON HM 10, BERMUDA
March [•], 2021
Dear Shareholders,
You are cordially invited to join us for our Annual General Meeting of Shareholders (the “Annual Meeting”) to be held on April 27, 2021, at 12:00 p.m., Eastern Daylight Time. The Notice of Annual General Meeting of Shareholders and Proxy Statement that follows describes the business to be conducted at the Annual Meeting.
In light of public health and safety concerns regarding the continuing COVID-19 pandemic and related restrictions, as well the enhanced accessibility and efficiency benefits of the virtual meeting format, the Annual Meeting will be held online via live webcast. You can attend the Annual Meeting, vote your shares and submit questions electronically during the virtual meeting by visiting www.virtualshareholdermeeting.com/TRTN2021 and entering the 16-digit control number provided in your proxy materials. For more information on accessing our virtual meeting and voting, please see the section entitled “Information about the Annual Meeting and Voting” in the accompanying Proxy Statement.
Your vote is important. Whether or not you intend to attend the Annual Meeting via the virtual meeting webcast it is important that your shares be represented. Voting instructions are provided in the accompanying proxy materials. Please vote as soon as possible via the Internet, by telephone, or by completing, signing, dating and returning your proxy or voting instruction card.
This year will mark the fifth anniversary of the merger that created Triton. I am proud of the industry-leading franchise we have built, especially during the past year as our teams responded to the COVID-19 pandemic with dedication, shared purpose and agility to keep our people safe and our customers served despite extraordinary disruptions. We are proud to do our part to keep global supply chains moving in these challenging times.
On behalf of the Board of Directors and management, thank you for your continued support of Triton.
 
Sincerely,
 
 
 
/s/ Brian M. Sondey     
Chairman and Chief Executive Officer

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Notice of Annual General Meeting of Shareholders
Date and Time
April 27, 2021, at 12:00 p.m., Eastern Daylight Time.
The Annual Meeting will be conducted online only, via a live webcast. You will be able to attend the meeting online and submit questions before and during the meeting by visiting www.virtualshareholdermeeting.com/TRTN2021. You will also be able to vote your shares electronically during the meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are provided under “Important Information About the Virtual Shareholder Meeting” on page 50 and “Information About the Annual Meeting and Voting” on page 48.
Record Date
Close of business on March 1, 2021.
YOUR VOTE IS IMPORTANT
Even if you plan to attend the Annual Meeting via the webcast, we encourage you to vote in advance by:

visiting www.proxyvote.com

mailing your signed proxy card or voting instruction form

calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903
Items to be Voted on
elect the nine directors identified in the accompanying Proxy Statement to the Board of Directors to serve until the 2022 Annual General Meeting of Shareholders or until their respective successors are elected and qualified;
approve an advisory vote on the compensation of our Named Executive Officers;
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
approve amendments to our Bye-laws to eliminate provisions relating to our former sponsor shareholders; and
act on any other matters as may properly come before the shareholders at the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary.
We will also present before the Annual Meeting our audited financial statements for the fiscal year ended December 31, 2020 pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), and the Bye-laws of Triton International Limited. These audited financial statements may be found in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”). There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting.
You are cordially invited to attend the Annual Meeting online via the live webcast. If you attend the Annual Meeting via the live webcast, you may vote at that time if you wish, even though you may have previously voted your proxy. Triton International Limited’s Proxy Statement accompanies this notice. The Proxy Statement and the proxy card are first being made available to shareholders of record on or about March [•], 2021.
By Order of the Board of Directors,

/s/ Carla L. Heiss     
Secretary
March [•], 2021
Important Notice Regarding the
Internet Availability of Proxy Materials
The proxy statement and the 2020 Annual Report are available at www.proxyvote.com.

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Proxy Statement Highlights
This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. You should read the entire proxy statement and 2020 Annual Report carefully before you vote.
Voting Items

Proposal 1: Election of Directors
The Board recommends you vote FOR each nominee
 
 

Proposal 2: Advisory Vote to Approve the Compensation of Named Executive Officers
The Board recommends you vote FOR this proposal
 
 

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Board recommends you vote FOR this proposal
 
 

Proposal 4: Approval of Amendments to our Bye-Laws to Eliminate Provisions Relating to our Former Sponsor Shareholders
The Board recommends you vote FOR this proposal
Meeting and Voting Information

Date and Time
April 27, 2021, 12:00 p.m. Eastern Daylight Time

 


Location
Online via live webcast
www.virtualshareholdermeeting.com/TRTN2021
 

Record Date
Close of business on March 1, 2021
 

Voting
Shareholders as of the record date are entitled to vote. Each common share is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
 

Admission
You will need the 16-digit control number included in your proxy materials to participate in the virtual Annual Meeting webcast.
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Board of Directors and Corporate Governance Highlights
Corporate Governance Overview
Triton has a long-standing commitment to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:
Annual Election of Directors
 
Annual Board and Committee Self-Assessments
Majority Voting for Directors
 
Regular Executive Sessions of Independent Directors
Lead Independent Director
 
8 of 10 Directors are Independent
 
No Poison Pill
Independent Audit, Compensation and Governance Committees
 
Annual “Say on Pay” Advisory Vote
Robust Risk Oversight by Full Board and Committees
 
Anti-Hedging/Anti-Pledging Policies for Directors, Officers and Employees
Board Oversight of Environmental and Corporate Social Responsibility Activities
 
Board Commitment to Recruiting Qualified, Diverse Director Candidates
12-Year Term Limit for Directors
 
Clawback Policy for Equity Awards and Annual Incentive Compensation
Active Board Role in CEO and Management Succession Planning
 
Meaningful Share Ownership Requirements for Executive Officers and Directors
Our Board of Directors
The following table provides summary information about our directors, and you can find additional information about our nominees under “Proposal 1: Election of Directors.”
Nominee and Principal Occupation
Age
Director
Since
Independent
Audit
Committee
Compensation
and
Talent
Management
Committee
Nominating
and
Corporate
Governance
Committee
Brian M. Sondey - Chairman
Chief Executive Officer, Triton International Limited
53
2016
 
 
 
 
Robert W. Alspaugh
Former Chief Executive Officer, KPMG International
74
2016
 
 
Malcolm P. Baker
Robert G. Kirby Professor, Harvard Business School
51
2016
 
 
Annabelle Bexiga
Former Chief Information Officer, Commercial Insurance, AIG
59
2020

 
 
David A. Coulter*
Special Limited Partner, Warburg Pincus
73
2015
 
Claude Germain
Principal, Rouge River Capital
54
2016
 
Kenneth Hanau
Managing Director, Bain Capital
55
2016
 
 
 
John S. Hextall
Former CEO, Kuehne & Nagel North America
64
2016
 
 
Robert L. Rosner - Lead Independent Director
Co-President, Vestar Capital Partners
61
2015
 
 
Simon R. Vernon
Former President, Triton International Limited
62
2016
 
 
 
 
Chair
Member
*
Mr. Coulter will be retiring from the Board on the date of the Annual Meeting.
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Director Nominee Qualifications and Experience
Our Board is comprised of experienced leaders with a complementary and diverse set of backgrounds, skills and experiences which, taken together, enable the Board to provide sound judgment, critical viewpoints and guidance to management in a dynamic business environment. The following chart summarizes some of the key skills and experiences that our Board has identified as particularly valuable to the effective oversight of the Company and illustrates how the qualifications of our director nominees, taken as a whole, align with these attributes. You can find additional information under “Director Qualifications and Experience” on page 8. Additionally, the Board’s commitment to diversity of backgrounds, perspectives and viewpoints is reflected in the Board’s refreshment efforts and practices. See “Corporate Governance – Board Refreshment and Diversity.”

2020 Performance Highlights
Triton had a remarkable year in 2020, and we achieved strong operating and financial performance despite the COVID-19 pandemic and related wide-ranging disruptions. We leveraged our industry-leading scale and capabilities to mitigate the impacts of these challenges, capitalize on the strong improvement in market conditions in the second half of the year and deliver significant value to shareholders.
Financial and operating highlights for the year include:

(1)
Adjusted earnings per share (“EPS”) and Adjusted Return on Equity are non-GAAP measures. See Appendix A for more information.
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Executive Compensation Highlights
Compensation Objectives and Philosophy
We seek to provide our senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow the Company to recruit and retain highly qualified talent. In addition, we seek to structure our compensation plans so that they are straightforward for our senior executives and our shareholders to understand and value, and relatively easy for the Company to administer. We link a substantial portion of overall compensation to highly impactful short-term and long-term measures of performance to support our business plans and strategies and build long-term shareholder value at all points in the business cycle. We believe that our compensation practices, which link a substantial portion of executive pay to long-term Company performance and require executives to meet minimum share ownership requirements, mitigate excessive risk taking.
NEO Pay Overview
Pay Element
Purpose
Performance Period
2020 Performance Metrics
Base salary
Attract and retain talent
Annual

Annual cash incentive
Incentivize achievement of short-term financial and operational/strategic objectives
Annual
• Adjusted EPS
• Adjusted Return on Equity*
Growth in Revenue Earning Assets
Long-term equity based compensation—time-based restricted shares
Facilitates stock ownership, executive retention and shareholder alignment
Three Years
Stock price appreciation
Long-term equity based compensation—performance- based restricted shares
Designed to reward long-term performance relative to peers and shareholder alignment
Three Years
Relative total shareholder return (“TSR”)
*
Beginning in 2021, Adjusted Return on Equity will be replaced with Cash Flow Before Capital Expenditures in the annual incentive plan and Adjusted Return on Equity will be added as a second performance metric for our performance-based restricted share awards.
To align pay levels with the Company’s performance, our pay mix places significant emphasis on the performance-based elements of our compensation program.

Note: Amounts shown in the charts above reflect base salary and incentive targets in effect for the NEOs in 2020 and thus are not intended to match amounts in the Summary Compensation Table or Grant of Plan Based Awards Table.
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The tables below summarize our historical performance against the targets established by our Compensation and Talent Management Committee for purposes of our annual incentive program over the last three years.

2020 Executive Compensation Snapshot
Reflecting our pay-for-performance compensation philosophy, the strong results delivered to shareholders despite extraordinary challenges caused by the COVID-19 pandemic resulted in above-target payouts of annual incentive awards. The following table summarizes the compensation awarded to our Named Executive Officers for 2020. For further information, see the “Compensation Discussion and Analysis” section starting on page 23 and the Summary Compensation Table on page 36.
Name
Base Salary
Bonus
Annual
Cash
Incentive(1)
Long Term
Incentive
Compensation(2)
All
Other
Compensation
Total
Brian M. Sondey
$950,000
$—
$1,624,975
$2,384,880
$16,040
$4,975,895
John Burns
$475,000
$—
$416,955
$486,798
$21,914
$1,400,667
John F. O’Callaghan(3)
$475,650
$—
$519,552
$447,465
$24,932
$1,467,599
Kevin Valentine
$385,000
$—
$420,536
$437,650
$15,283
$1,258,469
Carla Heiss(4)
$400,000
$—
$351,120
$
$14,526
$765,646
(1)
Represents annual incentive awards earned under the 2020 annual incentive plan.
(2)
Represents grant date fair value of the equity awards in accordance with FASB ASC-718 “Compensation—Stock Compensation.”
(3)
Mr. O’Callaghan’s Base Salary, Annual Cash Incentive and All Other Compensation amounts shown in the table use a conversion rate of USD 1.334 to GBP 1.0.
(4)
Ms. Heiss joined the Company on December 1, 2019 and received an equity incentive award at the time of her hire intended to cover the 2020 fiscal period. Therefore, she did not receive an equity incentive award in 2020.
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CORPORATE GOVERNANCE
Board of Directors and Corporate Governance Framework
Triton’s Board of Directors provides oversight, strategic direction, and counsel to management regarding our business and affairs. Our Board is deeply engaged, provides informed and meaningful guidance and feedback, and maintains an open dialogue with management. Its responsibilities include the following:
Reviewing and approving our major financial objectives and capital allocation strategy, strategic and operating plans, strategic transactions with third parties and other significant actions.
Overseeing the conduct of our business.
Assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted.
Overseeing our processes for maintaining the integrity of our financial statements and other public disclosures.
Overseeing compliance with laws and ethical standards.
Developing and implementing robust corporate governance practices.
Overseeing management’s performance and compensation, human capital management and succession planning for the Chief Executive Officer and other senior leadership positions.
Overseeing our environmental and corporate social responsibility strategies and activities.
Triton has a long-standing commitment to strong corporate governance and ethical standards which promotes the long-term interests of shareholders and management accountability. Demonstrating this commitment, the Board has adopted the Triton Corporate Governance Principles and Guidelines, Code of Ethics and Code of Ethics for Chief Executive and Senior Financial Officers, as well as charters for each of the Board’s committees. These documents constitute the foundation of our corporate governance structure and are available free of charge on our website (www.trtn.com) in the Investors section under “Corporate Governance.” The Board regularly reviews our policies and processes in the context of current corporate governance trends, regulatory changes and recognized best practices.
Highlights of our corporate governance practices include:
Annual Election of Directors
 
Annual Board and Committee Self-Assessments
Majority Voting for Directors
 
Regular Executive Sessions of Independent Directors
Lead Independent Director
8 of 10 Directors are Independent
 
No Poison Pill
Independent Audit, Compensation and Governance Committees
 
Annual “Say on Pay” Advisory Vote
Robust Risk Oversight by Full Board and Committees
 
Anti-Hedging/Anti-Pledging Policies for Directors, Officers and Employees
Board Oversight of Environmental and Corporate Social Responsibility Activities
 
Board Commitment to Recruiting Qualified, Diverse Director Candidates
12-Year Term Limit for Directors
 
Clawback Policy for Equity Awards and Annual Incentive Compensation
Active Board Role in CEO and Management Succession Planning
 
Meaningful Share Ownership Requirements for Executive Officers and Directors
Board Independence
The Board is comprised of a substantial majority of independent directors. Currently, eight out of 10 of our directors are independent. Additionally, our Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee are composed entirely of independent directors. In accordance with the listing standards of the NYSE, to be considered independent, a director must have no material relationship with
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Triton directly or as a partner, shareholder or officer of an organization that has a relationship with Triton. The NYSE has also established enhanced independence standards applicable to members of our Audit Committee and our Compensation and Talent Management Committee.
The Board annually reviews commercial and other relationships between directors or members of their immediate families and Triton in order to make a determination regarding the independence of each director. The Board has adopted a formal policy to assist it in determining whether a director is independent in accordance with the applicable rules of the NYSE. The Director Independence Standards are available on our website at www.trtn.com. In making its independence determinations, the Board considers relevant facts and circumstances. For 2020, the Board considered that a portfolio company of Rouge River Capital, a private equity firm where Mr. Germain serves as Managing Partner, purchased shipping containers from Triton in the normal course of business, and considered such transactions to be immaterial.
Based on the evaluation and criteria described above, our Board of Directors has determined that except for our CEO, Mr. Sondey, and our former President, Mr. Vernon, all of our directors qualify as independent (directors Alspaugh, Baker, Bexiga, Coulter, Germain, Hanau, Hextall and Rosner).
Board Leadership Structure
Our Board does not have a policy that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the Board believes this determination should be made based on the best interests of Triton and its shareholders at any point in time based on the facts and circumstances then facing our Company. The Board believes that having a combined Chairman and Chief Executive Officer, a Lead Independent Director with meaningful responsibilities as described below, a Board of Directors comprised of 80% independent directors and committees composed entirely of independent directors currently provides a strong and effective leadership structure with robust independent oversight. In addition, we believe that having a single leader for the Company by combining the Chairman and CEO roles provides greater clarity on our executive leadership for customers in certain global markets.
The independent directors elect a Lead Independent Director annually. Mr. Rosner is currently serving as Lead Independent Director. The Board believes that having a Lead Independent Director provides the Board with independent leadership and facilitates the independence of the Board from management. The Nominating and Corporate Governance Committee regularly evaluates the responsibilities of the Lead Independent Director and considers current trends regarding independent board leadership. Currently, the Lead Independent Director:
presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions;
consults with the Chairman and approves all meeting agendas and schedules;
interviews, along with the members of the Nominating and Corporate Governance Committee, all director candidates and makes recommendations to the Nominating and Corporate Governance Committee;
provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict;
has the authority to call meetings of the independent directors;
consults with the Compensation and Talent Management Committee with regard to the annual performance review of the Chief Executive Officer;
works with the Compensation and Talent Management Committee to guide the Board’s oversight of management succession plans;
works with the Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board and committees; and
performs such other duties and responsibilities as the Board may determine.
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Director Qualifications and Experience
The Board believes that it is important for our directors to possess a diverse and complementary array of backgrounds, skills and experience to provide effective oversight of Trion. The chart below summarizes certain key skills and experiences that our Board has identified as particularly valuable to this effective oversight and illustrates how the current composition of the Board, taken as a whole, aligns with these attributes. This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board. For more information, please see “Proposal 1: Election of Directors.”

Board Refreshment and Diversity
The Board, led by the Nominating and Corporate Governance Committee, regularly evaluates its own composition and succession plans in light of the Company’s evolving business and strategic needs. The focus of this process is to ensure that the Board is comprised of directors who possess a wide variety of relevant skills, professional experience and backgrounds and bring diverse viewpoints and perspectives to the Board in order to effectively oversee the Company’s operations and strategy. This includes diversity of gender, race, ethnicity, age, geography, sexual orientation and gender identity.
In July 2020, the Board appointed Annabelle Bexiga to our Board upon recommendation of the Nominating and Corporate Governance Committee. Ms. Bexiga replaced Karen Austin, who stepped down from the Board at the 2020 Annual Meeting in order to dedicate more time to her other professional commitments and activities. In each of those searches, the Nominating and Corporate Governance Committee prioritized increasing gender diversity, among other relevant qualifications, on the Board. When conducting searches for new directors, the Nominating and Corporate Governance Committee will continue to take steps to include, and will affirmatively instruct any search firm engaged by the Nominating and Corporate Governance Committee to include, a diverse slate of candidates in the pool from which director candidates are chosen.
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In addition, we are also committed to the principles of diversity and inclusion across the Company, and we have wide ranging racial, ethnic and gender diversity throughout our organization. See “Human Capital Management, Talent Development and Succession Planning” for more information.
Board Tenure and Term Limit Policy
The Board recognizes the importance of maintaining an appropriate balance of tenure on the Board which allows it to benefit from both the historical and institutional knowledge of longer-tenured directors as well as the additional, fresh perspectives contributed by newer directors. As a result, our Board has adopted a director term limit policy. Under this policy, directors (other than any management director) will be subject to a maximum term limit of 12 years, unless an exemption is granted by the Board. The current average tenure of our directors is approximately five years.
Corporate Social Responsibility
We believe that integrating corporate social responsibility policies and strategies into our business contributes to our long-term financial performance. We recognize both the opportunity and the responsibility we have to leave a positive imprint on the environment and society, and we are committed to taking a leadership role in addressing environmental and social issues related to our industry and the communities in which we operate. In 2020, the Board approved updates to the Nominating and Corporate Governance Committee’s charter to memorialize the Committee’s role in oversight of the Company’s environmental, social and governance (ESG) initiatives.
Sustainability and Environment
As one of the largest buyers of shipping containers, we continue to support efforts to reduce the environmental impacts from container production. As part of this effort, we have worked closely with container manufacturers to reduce the hardwood content in container floors. Our objective is to create a new industry standard floor that is more environmentally friendly while maintaining its long term durability. Specifically, we have shifted a significant portion of our container floors to farmed wood species such as larch, birch and bamboo, and we are working with container manufacturers to implement a floor design that would eliminate approximately 30% of the wood content (by replacing it with steel). We expect this new flooring design to begin commercial production in late 2021 or early 2022. We are also exploring other options, such as oriented strand board (OSB) flooring and recycled materials.
In recent years, we also worked closely with the container manufacturers to facilitate a successful transition of container paint systems to water-based applications from solvent-based applications. This change significantly reduced the discharge of hazardous chemicals into the air surrounding container factories.
Social
We believe that investing in our people is key to achieving sustainable growth over the long term. We are a global business, with offices and employees in a wide range of countries. We are committed to providing fair and attractive compensation and benefit packages and to supporting our employees’ training and development. We believe our investment in our employees leads to a strong mutual commitment, and our dedicated workforce is an important component of our operating capabilities. See “Human Capital Management, Talent Development and Succession Planning” for more information.
Our commitment to social responsibilitiy also encompasses our global supply chain. We have rigorous quality control processes that involve our employees performing detailed inspections and surveys throughout the year at our vendors, including container manufacturers and third party container depots that store and repair our containers. We believe these efforts, in addition to ensuring quality production and services, encourage engagement and a focus on worker safety and welfare in those organizations. Our Vendor Code of Conduct, which addresses areas including compliance with laws, anti-corruption, employee health, safety and labor practices, including child and forced labor, and environmental compliance, reinforces our expectations that vendors will adhere to high standards of social and environmental responsibility.
Community Support
Triton is dedicated to supporting both global causes and local communities where our people live and work. Triton has made a corporate commitment to support Doctors without Borders (Medecins Sans Frontieres), a global organization that provides lifesaving medical care to those most in need, including populations in distress, victims of
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natural or man-made disasters, and victims of armed conflict. In 2020, we launched the #Triton4MSF social media campaign to strengthen our commitment and allow our customers, employees and the public to participate in supporting this initiative. On a local level, we encourage our employees to be actively involved in their communities, and in support of their efforts, we offer matching donations for employee contributions to non-profit organizations. We have donated money and equipment to several organizations focused on education, healthcare and the environment. As part of these efforts, in 2020 we donated to several charitable organizations that have been at the forefront of the response to the COVID-19 pandemic in our communities.
For more information regarding our environmental and corporate social responsibility policies and practices, please visit the “Community” section of our website, www.trtn.com. Information contained on our website is not incorporated by reference into this proxy statement.
Human Capital Management, Talent Development and Succession Planning
Approach to Human Capital Management
Triton seeks to attract, retain, and develop the best talent available in order to ensure the current and future success, profitability, and sustainability of the organization. These goals are pursued using a multi-faceted approach that includes the following components:
Company culture;
Human capital governance;
Total rewards;
Health and wellness; and
Learning and development.
It also includes a focus on our communities as discussed under “Corporate Social Responsibility.”
Company culture. Our approach to human capital management is underpinned by our corporate culture, which strives to foster an inclusive and respectful work environment where employees are empowered at all levels to implement new ideas to better serve our global customer base and continuously improve our processes and operations. This culture is supported by a flat organizational structure that enables speed of decision making and execution; compensation programs that emphasize Company-wide common shared objectives; a diverse, international team that mirrors our local communities and customer base; robust training and development opportunities; and resources for employees to seek guidance and raise concerns when needed.
As a global business with approximately 40% of our workforce located outside the U.S., we believe a diverse workforce directly supports the success of our business, and we are taking steps to further advance diversity and inclusion in our Company. One of our goals is to increase diverse talent within our leadership. In that regard, we have applied a diverse slate approach to increase diversity within our executive management team and are committed to actively seeking out highly qualified diverse candidates for other leadership roles across our Company. We also partner with external organizations to develop a diverse talent pipeline and are developing policies and initiatives aimed at further promoting diversity and inclusion in our Company.
In 2020, we took several steps to address the dramatic changes to our employees’ professional and personal lives brought on by the COVID-19 pandemic. We conducted global surveys to understand their challenges and concerns and gather feedback regarding the Company’s response to the pandemic. We provided resources to support our employees’ transition to remote working, work-life balance and mental health. We held virtual Company-wide town hall meetings throughout the year to keep employees informed about the business and maintain high levels of engagement, and we held virtual team-building events. We did not furlough or conduct any employee layoffs due to the pandemic during 2020.
Human capital governance. Our Board believes that human capital management, including employee recruiting and retention, talent development and succession planning, are key to Triton’s continued success. The Board and the Compensation and Talent Management Committee engage with management on a broad range of human capital management topics, including organizational structure and culture, bench strength in key business and functional areas, succession planning and talent development, employee recruiting and retention, employee health and safety matters and diversity and inclusion. The Board recognizes the importance of diversity to a global business such as the Company’s and has made employee diversity and inclusion an enhanced focus area.
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Total Rewards. We seek to provide our employees with compensation packages that fairly reward employees for their contributions to the Company and enable the Company to recruit and retain high quality individuals. In addition, we seek to structure our compensation plans so that they are straightforward for our employees to understand and value, and relatively easy for the Company to administer. We offer competitive salary and incentive programs that recognize individual contributions and performance as well as shared achievement of Company-wide goals.
Health and Wellness. We offer our employees a competitive set of overall benefits that focuses on total wellness, including health and welfare benefits, employee assistance programs and flexible work arrangements.
Our executive management team, together with Human Resources, has been closely monitoring developments related to the COVID-19 pandemic and providing guidance to our locations worldwide. Triton has implemented numerous measures to protect the health and safety of our employees during the pandemic based on local conditions and regulations, including remote work arrangements, reduced office capacity and staggered shifts, restrictions on travel, upgraded cleaning practices, social distancing requirements and other safety related measures.
Learning and Development. We seek to provide our employees with the opportunity to develop both personally and professionally to realize their full potential, including:
Organization-wide learning management system offering a comprehensive library of professional development courses in multiple languages;
Opportunities for internal cross training; and
Tuition and professional development reimbursement benefits.
Succession planning
The Board regularly reviews and updates succession plans for the Chief Executive Officer and monitors management’s succession planning for other senior executives. In addition, the Board has developed detailed plans to address an event requiring an emergency CEO replacement on both an interim and permanent basis. These plans include process steps and allocated director and committee responsibilities. The response plans are refreshed regularly. In assessing potential candidates for the CEO or other senior executive positions, the Board identifies the key skills, experience and attributes it believes are required to be an effective senior leader in light of the Company’s business strategies, opportunities and challenges. The Board also ensures that directors have substantial opportunities to engage with possible successor candidates.
Risk Management
The Board of Directors has overall responsibility for the oversight of risk management at Triton. Day-to-day risk management is the responsibility of management. The Board actively oversees the Company’s policies and procedures relating to risk management and discusses and reviews key risk areas at each of its regular Board meetings. Among other topics, the Board of Directors focuses on and discusses with senior management key areas of financial, operational and strategic risk affecting Triton, including capital structure, liquidity and financing, customer credit and collection issues and strategic developments and considerations. Additionally, the Board exercises its risk oversight responsibility, including with respect to information technology and cybersecurity, sustainability and compensation-related risks, through its committees, with each Board committee regularly reporting to the full Board regarding its activities. For more information on the Board’s committees, see “Board Committees” below. We believe that the Board’s leadership structure, supermajority of independent directors, and allocation of oversight responsibilities to appropriate, fully independent committees, provide effective Board-level risk oversight.
Risk Considerations in our Compensation Programs
The Compensation and Talent Management Committee oversees our executive compensation and employee benefit plans and practices, including our annual short-term and equity-based long term incentive plans, and in doing so, annually reviews each to see that they do not encourage excessive risk taking. We believe that our compensation practices, which link a substantial portion of executive pay to the Company’s long-term performance and require executives to meet minimum share ownership requirements, mitigate excessive risk taking. We also have a policy prohibiting employees from engaging in speculative transactions involving our common shares, including hedging or pledging transactions. For additional information on these policies, see “Anti-Hedging and Anti-Pledging Policy” on page 34 of this proxy statement.
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Annual Board and Committee Self-Assessments
The Board conducts an evaluation of its performance and effectiveness on an annual basis. The Nominating and Corporate Governance Committee, led by the Lead Independent Director, oversees the process for the Board and committee self-assessments each year. The purpose of the self-assessment is to obtain the directors’ feedback on the performance of the Board and its committees and identify ways to enhance their effectiveness. For the 2020 Board self-assessment, each director received a written questionnaire developed by the Nominating and Corporate Governance Committee to solicit input on the Board’s processes, performance, effectiveness, composition, priorities and culture. The Nominating and Corporate Governance Committee compiled the collective views and comments of the directors and the Chair of the Committee reported the results to the full Board.
In addition, the Nominating and Corporate Governance Committee, working with the Chair of each committee, conducted self-assessments for each committee using the same process as the Board self-assessment. The chairs of the committees reported the results of the committee evaluations to the members of each committee and to the Board. At the conclusion of this process, the Board develops action plans to implement appropriate changes. In recent years, the Board's approach to Board and committee self-assessments has resulted in Board refreshment and increased focus on Board diversity, development of enhanced CEO succession planning processes and changes made to Board meeting agendas and schedules, management presentations and committee responsibilities.
Board Meetings and Attendance
The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. The Board of Directors held eight meetings in 2020, as well as an informal year-end strategic planning session with management. All directors attended 75% or more of the combined total meetings of our Board and the committees on which they served in 2020. Directors are expected to make every effort to attend all meetings of the Board of Directors and the committees on which they serve, and to attend the annual meeting of shareholders. In 2020, all of our then serving directors attended our annual meeting of shareholders.
Executive Sessions
To promote open discussion among the non-executive directors, our non-executive directors meet regularly in executive sessions without management participation. For purposes of such executive sessions, our “non-executive” directors are those directors who are not executive officers of Triton. In addition, to promote open discussion among the independent directors, our independent directors meet from time to time in executive session. Mr. Rosner, as Lead Independent Director, presides at such executive sessions.
Board Committees
To support effective corporate governance, our Board has established the Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee. These committees are comprised solely of independent directors and have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities. The committees report regularly to the Board on their activities.
Nominee
Age
Director
Since
Independent
Audit
Committee
Compensation
and
Talent
Management
Committee
Nominating
and
Corporate
Governance
Committee
Brian M. Sondey - Chairman and CEO
53
2016
 
 
 
 
Robert W. Alspaugh
74
2016
 
 
Malcolm P. Baker
51
2016
 
 
Annabelle Bexiga
59
2020
 
 
David A. Coulter
73
2015
 
Claude Germain
54
2016
 
Kenneth Hanau
55
2016
 
 
John S. Hextall
64
2016
 
 
Robert L. Rosner - Lead Independent Director
61
2015
 
 
Simon R. Vernon
62
2016
 
 
 
 
Chair
Member
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Audit Committee
Committee Roles and Responsibilities:
Members:
Robert Alspaugh (Chair)
Malcolm P. Baker
Annabelle Bexiga
Kenneth Hanau

Committee Meetings in 2020:
4

Charter:
The committee charter is available on our website at www.trtn.com.
The Committee assists the Board in:
overseeing our financial reporting and disclosure processes, including the adequacy and effectiveness our internal controls over financial reporting and our disclosure controls and procedures
appointing, overseeing and establishing the compensation of the independent registered accounting firm, and the independence of such firm with respect to services performed
overseeing compliance with legal and regulatory requirements, and monitoring risk management and assessment processes, including cybersecurity risks
overseeing the work and performance of the internal audit function
The Board has determined that:
Mr. Alspaugh qualifies as an “audit committee financial expert” as defined by the SEC and all members are considered “financially literate” under NYSE rules.
All members of the Audit Committee are independent in accordance with SEC and NYSE independence standards for audit committee members.
Compensation and Talent Management Committee
Committee Roles and Responsibilities:
Members:
David Coulter
Claude Germain (Chair)
John Hextall

Committee Meetings in 2020:
5

Charter:
The committee charter is available on our website at www.trtn.com.
The Committee assists the Board in:
Establishing and overseeing our general compensation philosophy, strategy and principles
approving the goals and objectives relevant to compensation of the CEO and other executive officers and conducting, in consultation with the full Board, an annual evaluation of the Chief Executive Officer’s performance
reviewing and approving the compensation of our executive officers
reviewing and approving employment, consulting, retirement, severance or termination arrangements with any executive officer
reviewing our compensation programs annually to evaluate unnecessary or excessive risk taking
making recommendations to the Board regarding the compensation program for non-employee directors
reviewing the Company’s human capital management activities, including matters relating to talent management and development, talent acquisition, Company culture and employee engagement and diversity and inclusion
All members of the Compensation and Talent Management Committee are independent in accordance with SEC and NYSE independence standards for compensation committee members.
Nominating and Corporate Governance Committee
Committee Roles and Responsibilities:
Members:
David Coulter
Claude Germain
Robert Rosner (Chair)

Committee Meetings in 2020:
3

Charter:
The committee charter is available on our website at www.trtn.com.
The Committee assists the Board in:
identifying and recommending director nominees, including establishing policies for considering shareholder nominees for election to the Board
reviewing the size and composition of the Board and its committees, and making recommendations to the Board regarding these matters as well as the structure, function and operation of the Board
leading the Board in shaping the corporate governance of the Company, including developing and overseeing the corporate governance principles and guidelines
overseeing the annual self-assessment processes for the Board and its committees
overseeing ESG initiatives and risks
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Director Nomination Process
In evaluating a director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of Triton and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies of our Board and its committees; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and such other criteria as may be established by our Board from time to time. Additionally, the Nominating and Corporate Governance Committee annually reviews the tenure, skills and contributions of existing Board members to the extent they are candidates for re-election. For additional information on the Board selection process, including the Board’s consideration of diversity, see “Board Refreshment and Diversity” on page 8.
In connection with the director nominations process, the Nominating and Corporate Governance Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or other persons, and has also engaged professional search firms to assist in identifying or evaluating qualified candidates. Ms. Bexiga, who was appointed to the Board in 2020, was identified through a search firm.
The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. The Nominating and Corporate Governance Committee may conduct such inquiry into each candidate’s background, qualifications and independence as it believes is necessary or appropriate under the circumstances and regardless of whether the candidate was recommended by shareholders or by others. Any nominations of director candidates by shareholders should be submitted to the Nominating and Corporate Governance Committee, Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda not before December 28, 2021 and not later than January 27, 2022 for the 2022 Annual General Meeting and should otherwise comply with the requirements for shareholder director nominations in our Bye-Laws. Submission must include the full name, age, business address and residence and must include all information required by the proxy rules, applicable law and our Bye-Laws. If a shareholder submits a director candidate in accordance with the requirements specified in our Bye-Laws, the Nominating and Corporate Governance Committee will consider such director candidate using the same standards it applies to evaluate other director candidates.
Following the termination of the Vestar Sponsor Shareholders Agreement in 2020, no shareholder has any contractual director nomination rights. See “Certain Relationships and Related Party Transactions — Vestar Sponsor Shareholders Agreement.”
Code of Ethics
We have adopted a Code of Ethics which applies to all officers, directors and employees. The Code of Ethics is available on our website at www.trtn.com. A written copy of the Code of Ethics may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
Additionally, we have adopted a Code of Ethics for Chief Executive and Senior Financial Officers (Chief Financial Officer and Controller). The Code of Ethics for Chief Executive and Senior Financial Officers is available on our website at www.trtn.com. A written copy of the Code of Ethics for Chief Executive and Senior Financial Officers may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
If we make any substantive amendment to, or grant a waiver from, a provision of the Code of Ethics or the Code of Ethics for Chief Executive and Senior Financial Officers or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on our website at www.trtn.com.
Communications with Directors
Shareholders or other interested persons may communicate with our Board of Directors as a group, the non-executive directors as a group, the independent directors as a group, or an individual director by mail labeled accordingly and sent to Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
Our Corporate Secretary will review all communications sent to the Board. All such communications will be forwarded to the Board or members thereof (or an individual director), except for those items that are determined to be unrelated to the duties and responsibilities of the Board, its committees or directors. Communications addressed to the Board may, in our discretion, be shared with members of our management.
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Shareholder Outreach and Engagement
As part of our commitment to effective corporate governance practices, we regularly engage with our shareholders to help us better understand the views of our investors on key topics, including corporate governance, executive compensation, sustainability, financial performance, strategy, Board composition and diversity and other issues important to them. This includes meetings with investors at industry conferences and roadshows, as well as phone calls and meetings throughout the year. We held a virtual investor day in 2020 and conducted follow-up outreach with investors after the event. Additionally, in 2019 we conducted a third-party investor perception study to gather relevant perspectives on our Company. Investor feedback from these discussions and activities is shared with the Board and its committees and helps to inform the development of our governance, compensation and other policies, as well as the ongoing evaluation of our business strategy, performance and investor relations efforts.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board is currently comprised of 10 highly-qualified individuals with a diverse and complementary range of skills and experience that provide the Board and management with valuable insights and enable effective oversight of our business, strategic direction and performance. Nine of our current directors are standing for re-election for a term of one year, to serve until the 2022 annual general meeting of shareholders or until their successors are elected and qualified. David A. Coulter will be retiring from the Board at the expiration of his current term on the date of the Annual Meeting. Mr. Coulter has served as a distinguished member of the Company’s Board, and previously on the Board of TCIL, for a combined 10 years. We are very grateful for his valuable contributions to Triton.
Assuming a quorum is present, each nominee will be elected as a director of Triton if such nominee receives the affirmative vote of the holders of a majority of the common shares present in person or by proxy at the Annual Meeting and entitled to vote. Shareholders are not entitled to cumulate votes in the election of directors. All nominees have consented to serve as directors, if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by our Board of Directors. As of the date of this proxy statement, our Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director if elected. In the absence of instructions to the contrary, a properly signed and dated proxy will vote the shares represented by that proxy “FOR” the election of the nine nominees named below.
Information about our director nominees, including certain of their key qualifications, skills and experiences is set forth below:
Nominees
Brian M. Sondey
 

Years of Service: 5
Age: 53
Board Committees: None
Independent: No

Brian M. Sondey is our Chairman and Chief Executive Officer, and has served as a director since July 2016. Upon the closing of the merger of Triton Container International Limited (“TCIL”) and TAL International Group, Inc. (“TAL”) in July 2016, Mr. Sondey, who had served as the Chairman, President and Chief Executive Officer of TAL since 2004, became the Chairman and Chief Executive Officer of Triton. Mr. Sondey joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Corporate Development. He then joined TAL International Container Corporation in November 1998 as Senior Vice President of Business Development. In September 1999, Mr. Sondey became President of TAL International Container Corporation. Prior to his work with Transamerica Corporation and TAL International Container Corporation, Mr. Sondey worked as a Management Consultant at the Boston Consulting Group and as a Mergers & Acquisitions Associate at J.P. Morgan.
Educational Background
Mr. Sondey holds an MBA from The Stanford Graduate School of Business and a BA degree in Economics from Amherst College.
Specific Qualifications, Attributes, Skills and Experience
Mr. Sondey brings to the Board extensive industry, Company and operational experience from serving as our CEO, and prior to that from having served as the CEO of TAL. He has a breadth of experience managing a global business and in the areas of corporate finance and capital allocation, human capital management, strategic planning and mergers and acquisitions, as well as subject matter knowledge in the areas of logistics and international trade. As our CEO, he provides our Board with valuable perspectives regarding our business, strategy and performance and strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
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Robert W. Alspaugh
 

Years of Service: 5
Age: 74
Board Committees: Audit Committee (Chair)
Independent: Yes

Robert W. Alspaugh has served as a director of the Company since July 2016 and is the Chair of the Audit Committee. Mr. Alspaugh also served as a director of TCIL from 2012 to 2016. Mr. Alspaugh had a 36-year career with KPMG LLP, including serving as Chief Executive Officer of KPMG International from 2002 to 2006. Prior to that, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. practice from 1998 to 2002 and, over the course of his career served as senior partner for a diverse array of global and domestic companies across a broad range of industries. Mr. Alspaugh currently serves on the board of directors of Veoneer, Inc. Mr. Alspaugh previously served on the board of directors of Autoliv, Inc., Ball Corporation and Verifone Systems, Inc.
Educational Background
Mr. Alspaugh received his B.B.A. degree in accounting from Baylor University, where he graduated summa cum laude.
Specific Qualifications, Attributes, Skills and Experience
Mr. Alspaugh brings to the Board knowledge and experience in a variety of areas, including deep financial, accounting and auditing expertise, as well as a deep understanding of corporate finance, strategy, economics, international business and extensive public company board experience that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
Malcolm Baker
 

Years of Service: 5
Age: 51
Board Committees: Audit Committee
Independent: Yes

Malcolm P. Baker has served as a director since July 2016. Mr. Baker also served as a director of TAL from September 2006 to July 2016. Mr. Baker is the Robert G. Kirby Professor at the Harvard Business School and the director of research at Acadian Asset Management. From 2011 through 2018, he was the director of the corporate finance program at the National Bureau of Economic Research, and from 2014 to 2018 he was the unit head for finance at Harvard Business School.
Educational Background
Mr. Baker holds a BA in applied mathematics and economics from Brown University, an M.Phil. in finance from Cambridge University, and a Ph.D in business economics from Harvard University.
Specific Qualifications, Attributes, Skills and Experience
Mr. Baker brings to the Board knowledge and experience in a variety of areas, including corporate finance, economics, capital markets and financial risk management both from an academic and finance industry perspective that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
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Annabelle Bexiga
 

Years of Service: 1
Age: 59
Board Committees: Audit Committee
Independent: Yes
Annabelle Bexiga has served as a director since July 2020. Ms. Bexiga served as Chief Information Officer of Global Commercial Insurance at American International Group (AIG) from 2015 to 2017. Prior to that, she was Executive Vice President, Chief Information Officer at TIAA, where she worked from 2010 to 2015. She has also held leadership positions at Bain Capital, J.P. Morgan & Co. and Deutsche Bank, including as CIO of Bain Capital, LP from 2008 to 2010 and JPMorgan Invest from 2003 to 2006. Ms. Bexiga currently is a self-employed consultant and also serves on the board of directors of StoneX Group Inc. and on the supervisory board of DWS Group GmbH of Frankfurt, Germany.
Educational Background
Ms. Bexiga received her B.S. degree with a concentration in Computer Science from Seton Hall University and an Executive MBA from Rutgers University, Singapore.
Specific Qualifications, Attributes, Skills and Experience
Ms. Bexiga brings to the Board knowledge and experience in a variety of areas, including technology and financial services, and as a director of other U.S. and international public companies. Her extensive experience in information systems, cybersecurity, capital markets, risk management and corporate governance strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
Claude Germain
 

Years of Service: 5
Age: 52
Board Committees: Compensation and Talent Management Committee (Chair), Nominating and Corporate Governance Committee
Independent: Yes

Claude Germain has served as a director since July 2016 and is the Chair of the Compensation and Talent Management Committee. Mr. Germain also served as a director of TAL from February 2009 to July 2016. Since 2010, Mr. Germain has been a principal and owner of Rouge River Capital, an investment firm focused on acquiring controlling stakes in private midmarket transportation and manufacturing companies. From 2011 to 2013, Mr. Germain was also President and CEO of SMTC Corporation, a global manufacturer of electronics based in Markham, Ontario. From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, one of the largest logistics service providers in the world. Prior to that, Mr. Germain was the President of a Texas-based third-party logistics firm and a management consultant specializing in distribution for The Boston Consulting Group. Mr. Germain serves on the boards of several private companies, as well as Canada Post Corporation. In 2002 and 2007, Mr. Germain won Canadian Executive of the Year in Logistics.
Educational Background
Mr. Germain holds an MBA from Harvard Business School and a Bachelor of Engineering Physics (Nuclear) from Queen’s University.
Specific Qualifications, Attributes, Skills and Experience
Mr. Germain brings to the Board knowledge and experience in a variety of areas, including logistics, transportation, distribution, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
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Kenneth Hanau
 

Years of Service: 5
Age: 55
Board Committees: Audit Committee
Independent: Yes

Kenneth Hanau has served as a director since July 2016. Mr. Hanau also served as a director of TAL from October 2012 to July 2016. Mr. Hanau is a Managing Director at Bain Capital Private Equity, a unit of Bain Capital, one of the world’s foremost private investment firms with approximately $75 billion in assets under management. He has significant experience in private equity investing, with specialized focus in the industrial and business services sectors, and currently leads Bain Capital Private Equity’s North American industrials team. Prior to joining Bain Capital in 2015, Mr. Hanau was the Managing Partner of 3i’s private equity business in North America. Previously, Mr. Hanau held senior positions with Weiss, Peck & Greer and Halyard Capital. Before that, Mr. Hanau worked in investment banking at Morgan Stanley and at K&H Corrugated Case Corporation, a family-owned packaging business. Mr. Hanau is a certified public accountant and started his career with Coopers & Lybrand.
Educational Background
Mr. Hanau received his B.A. with honors from Amherst College and his M.B.A. from Harvard Business School.
Specific Qualifications, Attributes, Skills and Experience
Mr. Hanau brings to the Board knowledge and experience in a variety of areas, including corporate finance, capital markets, accounting, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
John Hextall
 

Years of Service: 5
Age: 64
Board Committees: Compensation and Talent Management Committee
Independent: Yes

John S. Hextall has served as a director since July 2016. Mr. Hextall is Chief Executive Officer of Shanghai based De Well Group, a privately held logistics company, a position he has held since October 2016, and is President and founder of Steers, Inc., a strategy and management consulting firm. From 2010 to 2016, Mr. Hextall served as President and CEO of the North American Region of Kuehne + Nagel, Inc., a leading global transportation and logistics provider. He also served as CEO of Nacora Insurance Brokers Inc. Prior to his role at Kuehne + Nagel, Inc., Mr. Hextall had a wide-ranging, 17-year career at UTi Worldwide Inc., a supply chain management company, including serving as a member of UTi’s Executive Management Board from 2005 to 2009, Executive Vice President and President of Freight Forwarding from 2008 to 2010, Executive Vice President and Chief Operating Officer from 2007 to 2008 and Executive Vice President and Global Leader of Client Solutions & Delivery from 2006 to 2007. Since 2016, he has also served as a nominee of CPP Investments on the board of directors of Pacific National in Sydney, Australia.
Educational Background
Mr. Hextall received a Bachelor of Science, Combined Honors Degree in Transport Planning & Operations, Urban Planning and Computer Science, at the Faculty of Engineering from Aston University in Birmingham, UK.
Specific Qualifications, Attributes, Skills and Experience
Mr. Hextall brings to the Board knowledge and experience in a variety of areas, including logistics, international transportation (sea and air freight), customs and compliance, distribution, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
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Robert Rosner
 

Years of Service: 6
Age: 61
Board Committees: Nominating and Corporate Governance Committee (Chair)
Independent: Yes

Robert L. Rosner is a Founding Partner and Co-President of Vestar Capital Partners, Inc. Mr. Rosner has served as a director since October 2015 and is our Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee. He previously served as director of TCIL from 2013 to 2016 and as a member of its Compensation Committee. In 2000, Mr. Rosner established Vestar Capital Partners’ operations in Europe and served as President of Vestar Capital Partners Europe from 2000 - 2011, overseeing the firm’s affiliate offices in Paris, Milan and Munich. Prior to the formation of Vestar Capital Partners in 1988, Mr. Rosner was a member of the Management Buyout Group at The First Boston Corporation. He is a director of Edward Don & Company and Procure Analytics. Mr. Rosner previously served as a director of Civitas Solutions and Institutional Shareholder Services Inc.
Educational Background
Mr. Rosner received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School at the University of Pennsylvania.
Specific Qualifications, Attributes, Skills and Experience
Mr. Rosner brings to the Board knowledge and experience in a variety of areas, including international business, corporate finance, capital markets, strategic planning, risk management and corporate governance that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
Simon R. Vernon
 

Years of Service: 5
Age: 62
Board Committees:
Independent: No

Simon R. Vernon has served as a director since July 2016. Upon the closing of the merger of TCIL and TAL in July 2016, Mr. Vernon, who had served as the President and Chief Executive Officer of TCIL from 2003 until 2016, became the President of Triton, a position which he held until he retired on February 28, 2018. Before being named President and Chief Executive Officer of TCIL, Mr. Vernon served as Executive Vice President of TCIL beginning in 1999, Senior Vice President beginning in 1996 and Vice President of Global Marketing beginning in 1994. Mr. Vernon also served as Director of Marketing of TCIL beginning in 1986, responsible for Southeast Asia and China and, beginning in 1991, for all of the Pacific basin. Prior to joining TCIL, Mr. Vernon served as chartering manager at Jardine Shipping Limited from 1984 to 1985, as a manager in the owner’s brokering department at Yamamizu Shipping Company Limited from 1982 to 1984 and as a ship broker with Matheson Charting Limited from 1980 to 1982. Mr. Vernon is also a director of Through Transport Club (Bermuda) and Tristar Container Services (Asia) Pvt. Limited, a joint venture between Triton and Marine Container Services (I) Pvt. Limited.
Educational Background
Mr. Vernon holds a B.A. from Exeter University in England.
Specific Qualifications, Attributes, Skills and Experience
Mr. Vernon brings to the Board knowledge and experience in a variety of areas, including extensive industry knowledge as a former senior executive of our company and other leading container leasing companies, as well as logistics, human capital management, strategic planning, risk management and mergers and acquisitions that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE TO THE BOARD OF DIRECTORS.
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COMPENSATION OF DIRECTORS
The goal of our non-employee director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long-term success of our Company. It is also intended to further align the interests of directors with those of our shareholders. In 2020, annual compensation for our non-employee directors was comprised of a mix of cash and equity-based compensation. The Compensation and Talent Management Committee is responsible for reviewing the compensation paid to our non-employee directors and making recommendations for adjustments, as appropriate, to the Board. In that regard, the Compensation and Talent Management Committee periodically receives competitive benchmarking information on director compensation practices from its independent compensation consultant. The Compensation and Talent Management Committee reviewed the compensation program for our non-employee directors in 2020 and recommended to make no changes at the time.
Each of our non-executive directors receives an annual cash retainer for serving on the Board of Directors, an additional cash retainer for each committee they serve on, and an additional cash retainer if they serve as the chair of a committee. Mr. Rosner receives an additional cash retainer for serving as Lead Independent Director. In addition, our non-executive directors are granted common shares annually. All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings, as well as shareholder meetings.
Under the terms of the Triton International Limited 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), the maximum number of common shares that may be granted in any one fiscal year to any non-executive director, taken together with any cash retainer fees paid to such non-executive director during such fiscal year, may not exceed $500,000 in total value. The Compensation and Talent Management Committee believes that these restrictions represent meaningful limits on the total annual compensation payable to our non-executive directors.
The following table sets forth information regarding the compensation earned by our non-executive directors in 2020. Mr. Sondey does not receive additional compensation for serving as a director.
DIRECTOR COMPENSATION TABLE
 
Fees Earned or
Paid in Cash(1)
Common
Shares Awards(2)
All Other
Compensation(3)
Totals
Robert Alspaugh
$90,000
$132,920
$
$222,920
Karen Austin(4)
$23,077
$
$
$23,077
Malcolm P. Baker
$75,000
$132,920
$
$207,920
Annabelle Bexiga
$37,500
$114,035
$
$151,535
David Coulter
$85,000
$132,920
$
$217,920
Claude Germain
$95,000
$132,920
$
$227,920
Kenneth J. Hanau
$75,000
$132,920
$
$207,920
John Hextall
$75,000
$132,920
$
$207,920
Robert Rosner(5)
$95,000
$132,920
$
$227,920
Simon Vernon
$ 60,000
$ 132,920
$80,000
$ 272,920
(1)
Each of our non-executive directors receives a $60,000 base annual retainer, a $15,000 annual fee for serving on one committee, an additional $10,000 annual fee for serving on a second committee, an additional $10,000 annual fee for serving as the Chair of a committee, except that the Chair of the Audit committee receives an additional $15,000 annual fee for serving as Chair, and the Lead Independent Director receives an additional $10,000 annual fee. The annual retainer and annual fees are paid quarterly.
(2)
On April 21, 2020, our non-executive directors with the exception of Annabelle Bexiga and Karen Austin were each granted 4,677 common shares. These common shares were fully vested upon grant and had a grant date fair value of $132,920 (based on the closing price of $28.42 per share). Annabelle Bexiga received an initial grant on July 1, 2020, in connection with her joining the Board of 3,819 shares which were fully vested upon grant and had a grant date fair value of $114,035 (based on the closing price of $29.86 per share). For discussion regarding the assumptions used in valuing these common share grants, please refer to Note 9 to the 2020 Consolidated Financial Statements in the Company’s Form 10-K filed on February 16, 2021. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, 2020.
(3)
Includes $80,000 earned by him for service as the Company’s representative on other companies’ boards of directors. See “Certain Relationships and Related Party Transactions.”
(4)
Ms. Austin stepped down from the Board effective April 21, 2020.
(5)
Fees and common share awards were paid on Mr. Rosner’s behalf to Vestar Capital Partners LLC.
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Director Share Ownership Guidelines
The Board believes that ownership of common shares further aligns directors’ interests with those of the Company’s shareholders. Accordingly, the Board has adopted share ownership guidelines applicable to our non-employee directors. As of December 31, 2020, non-employee directors were required to maintain ownership of Company common shares with a market value equal to three times the base annual retainer received by the director. In February 2021, the Board increased the non-employee director share ownership guideline to five times the base annual retainer.
Non-employee directors are expected to meet their required ownership level within five years from their appointment. Additionally, if at any time a director is not in compliance with these guidelines, the director will be required to retain 100 percent of the net (after taxes) common shares received until the guideline is met. As of December 31, 2020, all of our non-employee directors had met or had time to meet the increased ownership guidelines. Mr. Rosner, as Co-President and former Board nominee of Vestar Capital Partners LLC, which had been the Company’s largest shareholder until it sold its investment in the Company in the fourth quarter of 2020, was previously exempted from the guidelines as his director share grants and other compensation were paid to Vestar. Beginning in 2021, Mr. Rosner is now subject to the guidelines and will have five years to meet the guidelines.
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COMPENSATION DISCUSSION AND ANALYSIS
This compensation discussion and analysis describes the material elements of our compensation program for our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers (the “Named Executive Officers”) who were:
Brian M. Sondey
Chairman, Chief Executive Officer
John Burns
Senior Vice President and Chief Financial Officer
John F. O’Callaghan
Executive Vice President, Global Head of Field Marketing and Operations
Kevin Valentine
Senior Vice President, Triton Container Sales
Carla Heiss
Senior Vice President, General Counsel and Secretary
2020 Performance Highlights
Triton had a remarkable year in 2020, and we achieved strong performance despite the COVID-19 pandemic and related wide-ranging disruptions. The first half of 2020 was challenging, as lingering impacts from the trade dispute between the United States and China weighed on container demand at the start of the year, while the outbreak of the pandemic and resulting lockdowns led to a sharp decrease in trade volumes during the first and second quarters. Triton’s operations were also impacted by the pandemic as we were forced to close our offices and shift to a remote working environment. Trade volumes, leasing demand and Triton’s performance surged in the second half of 2020 as lockdowns eased and as consumers shifted their spending from experiences and services to goods. Containerized trade volumes reached record levels during the third and fourth quarters of 2020 and Triton secured a substantial share of new leasing activity due to our leading supply capability and reputation for outstanding reliability. Our fleet utilization reached almost 99.0% as of December 31, 2020. The strong demand for containers also led to significant increases in new and used container prices and market leasing rates. Triton’s profitability also surged in the second half of the year, and our fourth quarter financial results represented a record for Triton. Our annual Adjusted Return on Equity reached 15.9%.
Triton also maintained our focus on disciplined capital management and delivering significant value to shareholders across the cycle of market conditions. While our investment in new containers was low in the first half of the year due to weak demand, we shifted our investment focus to share repurchases, and repurchased 5.1 million shares in 2020. We quickly shifted our focus to value added fleet growth as market conditions surged in the third quarter and have continued growing our new container fleet into 2021. We paid $2.13 per share on our common shares in 2020 and increased our common share dividend by nearly 10%. We achieved an annual TSR of 28.9%.
Our corporate performance was a key factor in our 2020 Named Executive Officer compensation. The tables below illustrate our three-year performance against each of the financial targets set by the Compensation and Talent Management Committee (the “Compensation Committee”) for purposes of our annual incentive plan. Despite the weak conditions during the first half of 2020, Triton significantly exceeded the targets for Adjusted Earnings Per Share and Adjusted Return on Equity. Triton fell short of the target for Growth in Revenue Earning Assets due to limited container investment in the first half of the year and practical limitations on container production in the second half as container factories needed to ramp-up capacity to meet the surge in demand.

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Compensation Objectives and Philosophy
We seek to provide our senior executives with compensation packages that:
fairly reward the executives for their contributions to the Company;
allow the Company to recruit and retain highly qualified executives;
are straightforward for our executives and our shareholders to understand and value;
link a substantial portion of overall compensation to highly impactful short-term and long-term measures of performance that incentivize our executives to create long-term shareholder value; and
do not promote excessive risk taking.
The Compensation Committee oversees our executive compensation and employee benefit plans and practices, including our annual short-term and equity-based long-term incentive programs, and in doing so, reviews each annually to see that they do not encourage excessive risk taking. We believe that our compensation practices, which link a substantial portion of executive pay to the Company’s long-term performance, and require executives to meet minimum share ownership requirements, mitigate excessive risk taking. We also have a policy prohibiting employees from engaging in speculative transactions involving our common shares, including hedging or pledging transactions. For additional information on these policies, see “Anti-Hedging and Anti-Pledging Policy” on page 34 of this proxy statement.
Executive Compensation Practices
What We Do
 
What We Don’t Do
Link a substantial portion of executive pay to Company performance through our annual and long-term incentive plans
 
We do not provide single-trigger change-in-control provisions
Compare executive compensation and Company performance to relevant peer group companies
 
We do not implement pay policies or practices that pose material adverse risk to the Company
Require executives and directors to meet meaningful share ownership requirements
 
We do not allow any hedging or pledging of equity holdings by executives or directors
Subject equity and annual incentive compensation to a clawback policy
 
We do not provide tax gross-ups
Provide only limited perquisites
 
We do not pay dividends on unvested share awards; dividends are accrued and paid only if the underlying share awards vest
Hold an annual “Say-on-Pay” vote
Use an independent compensation consultant
 
We do not guarantee the payment of bonuses
Consideration of Say-On-Pay Vote
Our shareholders are being provided with an opportunity at the Annual Meeting to cast an advisory vote on the 2020 compensation of our Named Executive Officers. Although the outcome of such vote will not be binding on us, we value the input from our shareholders on our executive compensation program. At our 2020 annual general meeting of shareholders, 97.6% of votes cast were in support of the 2019 compensation of our Named Executive Officers. Our Compensation Committee believes that the high level of support for the say-on-pay vote indicates support for our program. While the Compensation Committee has made certain changes to the design of the annual incentive and equity incentive programs for 2021 as described later in this Compensation Discussion and Analysis, these changes were not adopted as a result of the 2020 say-on-pay vote.
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Roles and Responsibilities
The Compensation Committee is comprised of three independent directors: Claude Germain (Chair), David Coulter and John Hextall. In accordance with its written charter, the Compensation Committee is responsible for establishing and overseeing our compensation and benefit philosophies, plans and practices, including the compensation for our Named Executive Officers.
The Compensation Committee annually evaluates the performance of the Chief Executive Officer and all other executive officers in light of the goals and objectives of the Company’s executive compensation plans and determines and approves the Chief Executive Officer’s and other executive officers’ compensation levels based on this evaluation. The Compensation Committee has the authority under its charter to retain compensation consultants to assist it in setting executive compensation.
In determining annual executive compensation, the Compensation Committee considers the following:
executive compensation history;
comparable company performance and compensation;
input and recommendations from its independent compensation consultant; and
executive and Company performance relative to established targets.
At the Compensation Committee’s request, Mr. Sondey provides performance evaluations and compensation recommendations for the other Named Executive Officers.
Determining Performance Goals
The Compensation Committee sets performance goals under the annual incentive plan and long-term incentive plan to support the Company’s business plans and strategies and build long-term shareholder value. In setting the performance goals, the Compensation Committee considers the Company’s financial forecasts under a range of scenarios and other factors, including actual and anticipated economic and industry conditions, pay for performance alignment and the pay practices of the compensation peer group companies. The Compensation Committee sets challenging, but achievable, goals for the Company and its key executives to appropriately drive the achievement of short- and long-term objectives.
Competitive Market Positioning
The Compensation Committee retained Meridian Partners LLC as its independent compensation consultant to provide advice and recommendations to the Compensation Committee with respect to the Company’s executive compensation programs and Named Executive Officer compensation decisions for 2020. Meridian assessed the overall target and actual compensation levels and analyzed the mix of base salary, annual incentive compensation and long-term compensation of the Named Executive Officers at a select group of peer companies. The Compensation Committee did not specifically link the target or actual compensation levels of our Named Executive Officers to those at the selected peer companies, but rather used the peer analysis as a point of reference when determining appropriate overall compensation levels and mix of compensation for our Named Executive Officers. The Compensation Committee retains the flexibility to set compensation levels at, above or below the median of the peer company group in the Committee's reasonable discretion taking into account factors such as market conditions, job responsibilities, experience, skill sets and actual or potential contributions to Triton. In addition, actual compensation earned in any year may be at, above, or below the median depending on the individual's and Triton's performance for the year.
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The peer group companies used by Meridian in the 2020 review were:
Aircastle Limited
Herc Holdings Inc.
Air Lease Corp.
Hub Group
Atlas Air Worldwide Holdings
Matson
Forward Air
Mobile Mini
GATX
Werner Enterprise Holdings
H&E Equipment Services
As the Company has few direct competitors, for purposes of defining the Company’s peer group, Meridian selected companies that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, freight forwarding, and trucking that are comparable to Triton in terms of revenues, asset size and market capitalization. The Company’s two public container leasing company peers, Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), were excluded from the executive compensation peer group. Textainer was excluded because, as a foreign private issuer, it is not required to file a definitive proxy statement but rather includes high-level summary compensation information in its annual report on Form 20-F; accordingly, the compensation details provided are not specific enough to be used in the peer group analysis. CAI was excluded as its revenue and market capitalization figures relative to the Company were considered to be too small to be included in the executive compensation peer group.
The composition of the peer group is reviewed annually to ensure it remains appropriate in terms of company size and business focus and to reflect mergers, acquisitions or other business related changes that may occur. The following changes have been approved to the peer group for 2021:
Aircastle Limited was acquired in 2020 and was removed from the peer group;
Mobile Mini merged with WillScot Corporation in 2020 and was replaced in the peer group by WillScot Mobile Mini, the go-forward entity in the merger; and
the peer group was expanded by adding the following companies:
Air Transport Services,
CIT,
Cubesmart,
Life Storage and
McGrath RentCorp.
The 2020 benchmarking analysis indicated that total direct compensation (i.e., base salary, plus target annual bonus, plus long term incentive compensation) and mix of compensation elements for Mr. Sondey and Mr. O’Callaghan were close to the peer group median. The total compensation of the remaining Named Executive Officers at the time of the analysis was below the market median of the peer group. The Compensation Committee also evaluated the Company’s financial performance relative to the financial performance of the selected peer companies. The analysis demonstrated that the Company’s performance was in the top quartile of the peer group based on three-year TSR and one and three-year Return on Equity.
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Principal Elements of Our Executive Compensation Program
The following table sets forth information about each principal pay element and its objectives and key features. Each of these elements is described in more detail below in this “Compensation Discussion and Analysis.”
Pay Element
Purpose
Performance Period
2020 Performance Metrics
Base salary
Attract and retain talent
Annual

Annual cash incentive
Incentivize achievement of short-term financial and operational/strategic objectives
Annual
• Adjusted EPS
• Adjusted Return on Equity
Growth in Revenue Earning Assets
Long-term equity based compensation—time-based restricted shares
Facilitates stock ownership, executive retention and shareholder alignment
Three Years
Stock price appreciation
Long-term equity based compensation—performance- based restricted shares
Designed to reward long-term performance relative to peers and shareholder alignment
Three Years
Relative total shareholder return (“TSR”)
2020 Target Compensation Mix for CEO and other NEOs
Pay for performance is an essential element of our compensation philosophy. We believe our compensation program should motivate our executives to meaningfully contribute, both individually and collaboratively, to Triton’s short- and long-term success. To that end, our compensation program is substantially performance-based and uses a mix of short- and long-term incentive compensation elements with metrics that align with our business strategy and the nature of the industry in which we operate.

Note: Amounts shown in the charts above reflect base salary and incentive targets in effect for the NEOs in 2020 and thus are not intended to match amounts in the Summary Compensation Table or Grant of Plan Based Awards Table.
We also provide certain retirement and other employee benefits. Further details on each element of compensation are discussed below.
Base Salary
The Compensation Committee believes that competitive base salaries are necessary to attract and retain managerial talent. Base salaries are set at levels considered to be appropriate for the scope of the job function and the level of responsibility of the individual, the skills and qualifications of the individual, individual performance, the amount of time spent in the position, internal pay relationships and geographic circumstances. Base salaries are also evaluated relative to the amounts paid to executive officers with similar qualifications, experience and responsibilities at the peer group companies.
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Our Compensation Committee reviews the performance and sets the salary for our Chief Executive Officer on an annual basis. As part of this process, our Chief Executive Officer makes salary recommendations to the Committee concerning our other Named Executive Officers, and the Compensation Committee reviews these recommendations and may approve or change the salary amounts for our other Named Executive Officers based on these recommendations.
The following is a summary of our Named Executive Officers’ base salaries for 2020:
Summary of Named Executive Officers’ Base Salaries
Name
2020
Base Salary
2019
Base Salary
Increase to
Base Salary
Brian M. Sondey
$950,000
$930,000
2.2%
John Burns
$475,000
$455,000
4.4%
John F. O’Callaghan(1)
$475,650
$445,475
6.8%
Kevin Valentine
$385,000
$370,000
4.1%
Carla Heiss(2)
$400,000
$400,000
—%
(1)
Mr. O’Callaghan’s 2020 and 2019 Base Salary amounts shown in the table use a conversion rate of USD 1.334 to GBP 1.0 and USD 1.293 to GBP 1.0, respectively. In GBP, the increase to his Base Salary was 3.5%.
(2)
Ms. Heiss joined the Company in December 2019. Amount shown for 2019 is annualized.
Annual Incentive Compensation
Our executive compensation program provides for annual cash-based incentive compensation in order to incentivize our Named Executive Officers to achieve short-term financial and strategic priorities.
2020 Annual Incentive Plan
The Compensation Committee established a 2020 annual incentive plan that covered all Triton executives, including our Named Executive Officers. The Compensation Committee established the target incentive compensation amount and target incentive compensation range for the Chief Executive Officer. The Chief Executive Officer made target incentive compensation recommendations to the Compensation Committee for the other Named Executive Officers, and the Compensation Committee reviewed the Chief Executive Officer’s recommendations and approved the recommendations after discussion and refinements. Target incentive opportunities were set at levels considered appropriate for the job function and skills of each individual, and to reflect the individual’s ability to impact Company performance. Target incentive opportunities were also evaluated relative to peer group levels. Under the plan, incentive compensation targets and ranges are expressed as a percentage of base salary, as set forth in the table below.
Annual Incentive Award Opportunity for Named Executive Officers
Name
Target
(% of Salary)
Range
(% of Salary)
Brian M. Sondey
100
0 - 200
John Burns
60
0 - 120
John F. O’Callaghan
60
0 - 120
Kevin Valentine
60
0 - 120
Carla Heiss
60
0 - 120
Payout calculations under the 2020 annual incentive plan were based 50% on Triton’s 2020 consolidated financial performance and 50% on individual performance. The actual payout under the Company financial performance and individual performance elements of the plan could range from 0% to 200% based on actual performance compared to target levels, and the Compensation Committee could also use a subjective assessment of the perceived strength and contributions of each of the executive officers to increase or decrease the calculated payout levels. All annual incentive awards earned by our Named Executive Officers are subject to our clawback policy.
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Financial Performance Goals
For 2020, the Compensation Committee established and set targets for three financial performance metrics: Adjusted Earnings Per Share, Growth in Revenue Earning Assets and Adjusted Return on Equity. In setting the performance targets at the beginning of each year, the Compensation Committee reviews with management the Company’s financial forecasts and business plans and actual and anticipated conditions in the business cycle. The Committee sets targets intended to align executive compensation with the appropriate achievement of profitability, growth and return targets taking into account these factors. The table below summarizes the 2020 targets, weightings and Triton’s actual performance for each of the metrics. Based on these targets, the calculated payout for the financial performance component of the 2020 annual incentive plan was 131%.
2020 Annual Incentive Plan Company Financial Performance Targets and Results
Consolidated financial performance
Weighting
Target
Threshold
Maximum
Actual
Adjusted EPS
60%
$4.08
$3.57
$5.10
$4.61
Growth in Revenue Earning Assets
20%
5%
0%
10%
0.7%
Adjusted Return On Equity
20%
13.0.%
11.4%
16.3%
15.9%
The Compensation Committee utilized these financial metrics as they incentivize achievement of short-term progress toward long-term value creation and are strong indicators of our overall performance as follows:
Metric
Objective
Adjusted EPS
Measures our core profitability and success in achieving profitable growth for our shareholders.
Growth in Revenue Earning Assets
Measures our ability to grow our business and market position in a competitive environment.
Adjusted Return On Equity
Measures how efficiently management uses investors’ capital to generate profits.
Individual Performance Goals
For 2020, individual performance objectives set by the Compensation Committee for the Named Executive Officers were tied to numerous specific objectives for the overall company or within their business units or functional areas. These objectives were set in early 2020, before the COVID-19 pandemic. They included achieving target levels for key operating metrics, such as fleet utilization; achieving critical investment goals such as obtaining a target leasing share and target expected returns for new container investments; progressing identified business transformation initiatives to further enhance Triton’s competitive advantages; enhancing Triton’s organization, especially in regard to talent and leadership development; enhancing risk management processes and increasing our corporate focus on ESG initiatives.
The Committee determined that most of the operating and investment goals, as well as several of the organizational goals were exceeded in 2020, despite disruptions caused by the COVID-19 pandemic. Additionally, while progress on some of the strategic and business transformation objectives was mixed, the Committee determined that management’s enhanced focus on delivering the operating and investment objectives, careful management of the increased complexity and risks caused by the pandemic, as well as success in aggressively pursuing the value creation opportunities provided by the surge in trade volumes and leasing demand in the second half of the year, substantially exceeded expectations. Among the key accomplishments influencing the Committee’s decisions on the individual performance portion of the annual incentive awards for 2020 were the following results:
Successfully navigating the rapid transition to remote working globally while managing business continuity risks across all operations and functions.
Significantly growing our market share of leasing transactions.
Achieving nearly 99% equipment utilization rate at the end of the year.
Increasing lease durations for new and used equipment, thus locking in attractive lease rates for extended terms.
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Skillfully managing increased customer credit risk during the first half of the year, including rapidly reducing higher risk exposures and collaboratively working with customers to profitably mitigate short-term challenges.
Rigorously managing the Company’s capital allocation strategy through the pandemic, including focusing on aggressive share repurchases in the first half of the year while market conditions were weak and rapidly pivoting to accelerated fleet growth when market conditions inflected upwards, all while lowering overall leverage, attractively refinancing existing debt and increasing annual dividends by nearly 10%.
Continuously maintaining a focus on employee safety, wellness and engagement.
As a result, the payouts under the individual performance goals for the Named Executive Officers ranged from 135% to 200%, averaging 170%.
COVID-19 Adjustment Factor for 2020 Annual Incentive Plan
In further recognition of the extraordinary personal and business challenges faced in 2020 due to the COVID-19 pandemic and the increased dedication and collaboration required to successfully deliver the Company’s strong financial and operating results while managing increased operational, supply chain, customer credit and human capital risks, including the rapid transition to remote working, the Compensation Committee determined to increase the calculated payout under the annual incentive plan for each of the NEOs by a factor of 1.1 times. Triton included this adjustment factor for all employees participating in the annual incentive plan.
The table below shows the actual payouts under the annual incentive plan for each Named Executive Officer for 2020.
 

Financial

Individual
Financial/
Individual
Bonus
COVID-19
Adjustment
Total
2020
Bonus
Target
Bonus (as a
% of base
Salary)
Total
Payout as
a % of
Target
 
Performance
Weighting
Performance
Weighting
Brian M. Sondey
131%
50%
180%
50%
$1,477,250
110%
$1,624,975
100%
171%
John Burns
131%
50%
135%
50%
$379,050
110%
$416,955
60%
146%
John F. O'Callaghan
131%
50%
200%
50%
$472,320
110%
$519,552
60%
182%
Kevin Valentine
131%
50%
200%
50%
$382,305
110%
$420,536
60%
182%
Carla Heiss
131%
50%
135%
50%
$319,200
110%
$351,120
60%
146%
2021 Annual Incentive Plan Design Change.
The Compensation Committee regularly reviews and refines our compensation program to ensure it remains competitive, supports strategic objectives and rewards performance. For 2021, the Compensation Committee has approved changes to the annual incentive plan such that the Adjusted Return on Equity metric will be replaced with Cash Flow Before Capital Expenditures, which is a measure we report externally and is viewed by our shareholders as an important measure of liquidity for capital expenditures, dividends, share repurchases and other value creating opportunities. The other financial metrics will remain Adjusted EPS and Growth in Revenue Earning Assets. As discussed below under “Long-Term Equity Based Compensation,” the Committee has added Adjusted Return on Equity as a second performance metric for our long-term performance-based restricted share awards granted in 2021.
Long-Term Equity Based Compensation
We utilize long-term equity based compensation for key employees, including our Named Executive Officers, to align their compensation with the growth of long-term value for our shareholders, to motivate them to achieve long-range goals and as a retention tool. The Compensation Committee administers our long-term equity compensation plans and determines the individuals eligible to receive awards, the types of awards, the number of common shares subject to the awards, the value and timing of awards, and the other terms, conditions, performance criteria and restrictions on the awards. Long-term incentive awards earned by our Named Executive Officers are subject to our clawback policy.
Currently, the Company utilizes a mix of time-based and performance-based restricted shares for its long term incentive compensation awards, as further described below. In determining the value of awards granted to the Named Executive Officers, the Compensation Committee considers individual performance, the contributions of each executive officer to the Company’s success, each executive officer’s relative experience and future leadership potential and how the executive officer’s total and long-term equity-linked compensation compare to levels at our peer group companies.
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2020 Long-Term Incentive Program Awards
All share awards granted under our equity incentive program have a 3-year cliff vesting period, with 50% of the shares constituting time-based awards contingent on the executive’s continued employment with the Company through the vesting date, and 50% constituting performance-based awards. Awards will pay out in Triton common shares, plus dividends accrued over the vesting period on earned shares. For performance-based share awards granted in 2020, the level of vesting will be contingent on the Company’s relative TSR over the vesting period (subject to the executive’s continued employment) versus the TSR over the same period of the following peer companies:
Air Lease Corp.
Herc Holdings
Atlas Air Worldwide Holdings
Hub Group
CAI International, Inc.
Matson
Forward Air
Mobile Mini(1)
GATX
Textainer Group Holdings
H&E Equipment Services
Werner Enterprises Holdings
(1)
Effective July 1, 2020, Mobile Mini was replaced with the go-forward entity from its merger with WillScot Corporation, Willscot Mobile Mini.
The performance-based share awards granted in 2020 will vest between 50% and 150% of the target award granted in accordance with the methodology set forth below:
The TSR of each peer company over the three-year performance period will be calculated and ranked, provided that Textainer will be included on the list three times and CAI will be included on the list twice, as they are direct competitors of the Company and provide a common basis for comparison.
If the Company’s TSR over the three-year performance period is in the bottom one-third of the peer companies, 50% of the target performance-based restricted shares will vest.
If the Company’s TSR over the three-year performance period is in the middle one-third of the peer companies, 100% of the target performance-based restricted shares will vest.
If the Company’s TSR over the three-year performance period is in the top one-third of the peer companies, 150% of the target performance-based restricted shares will vest.
The peer companies used for purposes of the 2020 performance-based share awards are substantially similar to the peer group used by Meridian to assess market-based compensation for Named Executive Officers in 2020, except that Textainer and CAI, the Company’s publicly traded container leasing peers, are included in the TSR peer group. The following table lists the restricted share grants made to the Named Executive Officers in 2020:
Named Executive Officers’ 2020 Share Grants
 
Vesting Date
Time-Based
Performance-Based
Name
Minimum
Target
Maximum
Brian M. Sondey
January 10, 2023
31,347
15,674
31,347
47,021
John Burns
January 10, 2023
6,399
3,199
6,398
9,598
John F. O’Callaghan
January 10, 2023
5,882
2,941
5,881
8,822
Kevin Valentine
January 10, 2023
5,753
2,876
5,752
8,629
Carla Heiss(1)
(1)
Ms. Heiss received a share grant upon joining the Company in December 2019 intended to cover the 2020 compensation period and thus pursuant to her employment offer letter did not receive an equity incentive award in 2020.
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2020 Long-Term Incentive Program Payouts
The number of shares that vested in 2020 for our NEOs was significantly lower than the number of shares scheduled to vest in upcoming years. This is because our then-serving NEOs were granted equity awards following the closing of the TCIL and TAL merger in July 2016 that were intended to cover the compensation periods for both the second half of 2016 as well as the full year of 2017. These awards vested in September 2019. Mr. O’Callaghan was the only NEO who had an equity award that vested in 2020, which included a performance-based share award that vested at the maximum level. The following table shows the performance-based and time-based equity awards that vested in 2020 for our NEOs. Amounts shown below are included in the Options Exercised and Stock Vested table on page 38 of this proxy statement:
 
Time-Based Awards
Performance-Based Awards
Name
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized on
Vesting
($)
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized on
Vesting
($)
Brian M. Sondey
$
$
John Burns
$
$
John F. O’Callaghan
4,091
$164,458
5,113
$205,543
Kevin Valentine
$
$
Carla Heiss
$
$
2021 Long-Term Incentive Plan Design Change
The Compensation Committee determined that, beginning with the 2021 grant which will vest in 2024, Adjusted Return on Equity would be added as an additional performance metric to the performance-based restricted shares awarded to our Named Executive Officers. In determining to add Adjusted Return on Equity as an additional long-term performance metric, the Compensation Committee considered that it would serve as a complementary metric to relative TSR as it is an important metric tied to long-term value creation. In addition, beginning with the 2021 award grant, the performance share payout formula will be adjusted so that performance between minimum and target levels and between target and maximum levels will be determined by linear interpolation between the relevant payout percentages.
Executive Share Ownership Guidelines
The Company has adopted share ownership guidelines to help achieve our compensation objective of linking the interests of our executives to those of our shareholders. The guidelines provide that each Named Executive Officer must maintain ownership of a number of Company shares with a market value equal to the specified multiple of the executive’s base salary as shown in the table below:
Name
Stock Ownership Target
as a Multiple of Salary
Brian M. Sondey
6
John Burns
3
John F. O’Callaghan
2
Kevin Valentine
2
Carla Heiss
2
Executive officers are expected to meet the guidelines within five years of becoming subject to the guidelines. Attainment of the guidelines is reviewed annually. As of December 31, 2020, all of our Named Executive Officers had met or are on track to meet their required ownership levels within the five-year period. Ownership that counts for the guidelines includes common shares, unvested time-based restricted shares or restricted share units, unvested time-based share options or share appreciation rights, unvested performance-based share appreciation rights, and shares or units held by a Named Executive Officer in any deferral plan. For performance-based share awards, the minimum number of shares that will be awarded under the grant count towards the ownership guidelines.
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If at any time a Named Executive Officer is not in compliance with these guidelines, the Named Executive Officer will be required to retain 50 percent of the net (after taxes) shares received upon the exercise of any share options or share appreciation rights and/or upon the vesting of any restricted shares or restricted share units until the guideline ownership levels have been reached.
Clawback Policy
The Company has a clawback policy to encourage sound risk management and accountability. The clawback policy provides that performance-based compensation awarded to or earned by our executive officers (including under the annual incentive plan and the long-term incentive plan) may be required to be forfeited or repaid to the Company in the event of a restatement of the Company’s financial statements. Compensation subject to recovery includes the excess amounts of performance-based compensation awarded or paid to the executive due to the misstated financial results, and covers awards for the three-year period preceding the date of the financial restatement. The Compensation Committee administers and makes determinations under the clawback policy.
Employee Benefits
We provide health and welfare benefits to our employees, including all of our Named Executive Officers. For our U.S. based Named Executive Officers, we provide a defined contribution 401(k) plan with a 100% Company matching contribution up to $6,000, subject to IRS regulations and plan contribution limits. For Mr. O’Callaghan, we provide a UK stakeholder pension scheme with a 100% Company matching contribution on up to 5% of the employee’s annual salary subject to HMRC’s regulations and plan contribution limits.
Deferred Compensation Plan
We do not offer a deferred compensation plan to our Named Executive Officers.
Pension Plan
We do not offer a defined benefit pension plan to our Named Executive Officers.
Personal Benefits
Consistent with our pay-for-performance philosophy, we provide limited executive perquisites. See the “All Other Compensation” column of the Summary Compensation Table and the notes thereto on page 36 of this proxy statement for a description of the perquisites provided to the Named Executive Officers.
Change in Control Provisions
Unvested restricted share awards do not vest solely upon a Change in Control (as defined in the 2016 Equity Incentive Plan). All of our unvested restricted share awards outstanding under the 2016 Equity Plan are “double-trigger” in nature, meaning that the awards will vest (with any applicable performance conditions deemed to be fully achieved) if, within two years following a Change in Control, the recipient experiences a qualifying termination of employment. Otherwise, we have no individual change of control agreements with any of our Named Executive Officers.
Employment Agreement with Mr. Sondey
In November 2004, TAL entered into an employment agreement with Mr. Sondey in order to retain Mr. Sondey’s services as TAL’s Chief Executive Officer. The employment agreement was assumed by the Company in connection with the closing of the merger of TCIL and TAL in July 2016. The employment agreement currently provides for automatically renewing successive one-year terms subject to at least 90 days’ advance notice by either party of a decision not to renew the employment agreement. Mr. Sondey’s base salary for 2020 was $950,000 and under the terms of the employment agreement, is increased annually to reflect his performance and increases in the consumer price index. Mr. Sondey is also entitled to certain perquisites, as well as other benefits that are provided to other employees, which include health and disability insurance and paid vacations. Mr. Sondey is entitled to severance pay if his employment is terminated by us without cause (as defined in the employment agreement), if he terminates his employment for good reason (as defined in the employment agreement) or if he dies or becomes disabled. Upon a termination without cause or for good reason, Mr. Sondey is entitled to severance pay equal to his base salary and incentive compensation for 18 months. Upon a termination due to death or disability, Mr. Sondey is entitled to severance pay equal to his base salary and incentive compensation for one year plus a pro-rated portion of the bonus (based on the
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period from the beginning of the year through the date of termination) that he would have been entitled to receive had his employment not terminated. Upon termination of Mr. Sondey’s employment for any reason or no reason, subject to our election to continue to pay to Mr. Sondey his base salary for a one-year period following such termination, unless such termination is for cause, Mr. Sondey will be restricted from competing with us for a period of one year following such termination.
Non-Compete Agreements
We have not entered into employment agreements with any of our other Named Executive Officers. However, all of our Named Executive Officers are bound by non-compete agreements, which provide that upon the termination of a Named Executive Officer’s employment for any reason or no reason, subject to our election to continue to pay to that Named Executive Officer his or her base salary for a one year period following such termination, unless such termination is for cause, the Named Executive Officer will be restricted from competing with us for a period of one year following such termination. Under the non-compete agreements, our Named Executive Officers are also prohibited from disclosing any of our confidential information.
Employee Severance Plan
Our Named Executive Officers (other than Mr. Sondey) participate in the Employee Severance Plan, which provides benefits to all eligible employees upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the Employee Severance Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment. These severance benefits consist of: (1) for those employees with less than 3 completed years of service, a base amount of 4 weeks of pay plus 1 additional week of pay for each completed year of service, and for those employees with 3 or more completed years of service, a base amount of 8 weeks of pay plus 1 additional week of pay for each completed year of service, with a maximum award of 32 weeks of pay; (2) Company-provided outplacement services; and (3) payment by the Company of the Company portion of COBRA premiums for Company sponsored group health benefits for a period of up to 6 months (or, if earlier, until the date on which the participant becomes eligible for coverage under another employer-provided plan). For purposes of the Employee Severance Plan, a week of pay is calculated by dividing the eligible employee’s annual base salary plus bonus target by 52.
Anti-Hedging and Anti-Pledging Policy – Hedging and Pledging of Shares Prohibited
Hedging and similar monetization transactions by a director or an executive officer can lead to a misalignment between the objectives of that director or executive officer and the objectives of our shareholders. The Company’s insider trading policy prohibits employees, officers, and directors from engaging in hedging transactions with respect to Company securities and from pledging Company securities beneficially owned by them, including purchasing Company shares on margin, pledging Company shares to secure a loan, trading in options on the Company’s shares, or short sales of Company shares.
Tax Deductibility of Compensation
Internal Revenue Code Section 162(m) imposes a limit of $1 million per year on the amount of compensation paid to certain executive officers that a company may deduct for any single taxable year. Historically, the deduction limitation did not apply to “qualified performance-based compensation” within the meaning of Section 162(m). However, on December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which made significant changes to Section 162(m) that are generally effective for compensation paid in taxable years beginning after December 31, 2017. The Act eliminates the historic exception for qualified performance-based compensation, unless the compensation qualifies for certain transition relief. In addition, the Act provides that the deduction limitation will apply to an individual who served as the CEO or CFO at any time during the taxable year or one of the three highest compensated officers (other than the CEO or CFO) for the taxable year (collectively, the “covered employees”). Once an individual is a covered employee for a taxable year beginning after December 31, 2016, the individual is considered a covered employee for all future years, including after termination of employment and even after death. Despite these limits on the deductibility of performance-based compensation, the Compensation Committee believes that shareholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, and if a significant portion of our executives’ compensation continues to be tied to the Company’s performance, even though some compensation awards may not be fully tax deductible.
Compensation and Talent Management Committee Interlocks and Insider Participation
None of the members of the Compensation and Talent Management Committee are officers, employees or former officers of the Company. No executive officer of the Company served as a member of the compensation committee
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(or other committee performing equivalent functions) or board of directors of another entity, one of whose executive officers served on the Compensation and Talent Management Committee or as a director of the Company.
REPORT OF THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE
The Compensation and Talent Management Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation and Talent Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
 
The Compensation and Talent
Management Committee
 
 
 
Claude Germain, Chair
David A. Coulter
John S. Hextall
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EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation of our Named Executive Officers for the fiscal years ended December 31, 2020, 2019 and 2018 fiscal years.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Share Awards
($)(1)(2)
Non-Equity
Incentive
Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Brian M. Sondey
2020
950,000
2,384,880
1,624,975
16,040
4,975,895
Chairman and Chief Executive Officer
2019