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. TABLE OF CONTENTS
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.
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 ProgramsThe 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-AssessmentsThe 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 AttendanceThe 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.
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.
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.
| 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 | | | | | | | | | | | | | |
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| | | | | | | | | | 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:
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| | | overseeing our financial reporting and disclosure processes, including the adequacy and effectiveness our internal controls over financial reporting and our disclosure controls and procedures
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| | | appointing, overseeing and establishing the compensation of the independent registered accounting firm, and the independence of such firm with respect to services performed
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| | | overseeing compliance with legal and regulatory requirements, and monitoring risk management and assessment processes, including cybersecurity risks
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| | | overseeing the work and performance of the internal audit function
| | | | | | | | | The Board has determined that:
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| | | 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.
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| | | | | | | | | | 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
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| | | 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
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| | | making recommendations to the Board regarding the compensation program for non-employee directors
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| | | 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 accordanceengage with SEC and NYSE independence standards for compensation committee members.
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| | | | | | | | | | Members:
David Coulter
Claude Germain
Robert Rosner (Chair)
Committee Meetings in 2020:
3
Charter:
The committee charter is availablemanagement on our website at www.trtn.com.
| | | The Committee assists the Board in:
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| | | identifying and recommending director nominees, including establishing policies for considering shareholder nominees for election to the Board
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| | | 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
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| | | leading the Board in shaping the corporate governance of the Company, including developing and overseeing the corporate governance principles and guidelines
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| | | overseeing the annual self-assessment processes for the Board and its committees
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| | | overseeing ESG initiatives and risks
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Director Nomination ProcessIn 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.”
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 DirectorsShareholders 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 EngagementAs 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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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.
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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, risk management, 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 onhuman 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 boardimportance of directors of Veoneer, Inc. Mr. Alspaugh previously served ondiversity to a global business such as the board of directors of Autoliv, Inc., Ball CorporationCompany’s and Verifone Systems, Inc.
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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 extensive 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
| | | | has made employee diversity and inclusion an enhanced focus area. | | | Years of Service: 5
Age: 51
In 2020, the 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.
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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.
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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: amended its Compensation and Talent Management Committee (Chair), Nominatingcharter to reflect the Committee’s ongoing oversight of human capital management, including diversity and Corporate Governance Committee inclusion.
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Independent: Yes | | | | The Board’s Role in Management Succession Planning The Board, including through its committees, 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 opportunities to engage with possible successor candidates.
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| | | | | | Claude Germain has served as a director since July 2016 | TOTAL REWARDS | | | We seek to provide our employees with compensation packages that fairly reward employees for their contributions to the Company and isenable the Chair ofCompany 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 CompensationCompany to administer. We offer competitive salary 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 principalincentive programs that recognize individual contributions 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 and also served on its board of directors. 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,performance as well as Canada Post Corporation. In 2002shared 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 2007, Mr. Germain won Canadian Executivewelfare benefits, employee assistance programs and various paid time off and leave programs. 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 Year in Logistics.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. | | |
Educational Background
Mr. Germain holds an MBA from Harvard Business School | | | | | | | 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; •Opportunities for internal cross training; and •Tuition and professional development reimbursement benefits. | | |
2021 Organizational Initiatives In 2021, we launched several programs 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 strategicinitiatives aimed at promoting talent development, employee retention, succession planning and corporate governance that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
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Kenneth Hanau
| | | | | | | | | | | | | | | | | | | | | | | | Launched a global mentoring program that pairs mentors and mentees from different regions, business units and functions for the benefit of mutual learning and career development. | | | | | | | | | | | | | Established an employee resource group (ERG) program to empower employees to celebrate our diversity and build community with others. Our ERGs currently include: | | | Began development of new leadership training program to supplement existing in-house learning resources and promote skills development across a range of disciplines to help employees advance in their careers. | | | Years of Service:Expanded bench-strength planning 5for senior positions across the Company, including key marketing, operations and headquarters roles.
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.
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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
| | | | •Women in Triton ERG•Multicultural ERG | •Young Professionals ERG | | Years of Service: 5
Age: 64
Board Committees: Compensation and Talent Management Committee
Independent: Yes
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Workforce and Diversity Snapshot | | | | | | | | | | | | | | | | | | | | | OUR GLOBAL AND DIVERSE WORKFORCE | | GENDER DIVERSITY (Global) | | | 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
| | | | | | 34 | | | 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. TRITON |
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 experience 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.
TABLE OF CONTENTS
COMPENSATION OF DIRECTORSCompensation of DirectorsThe 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 2020,2021, 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 | | | | | | | | | | | | | | | | 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 2021 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. RosnerOur Lead Independent director receives an additional cash retainer for serving as Lead Independent Director. In addition,in that role. We do not pay meeting fees. To supplement their cash compensation and align their interests with those of our non-executiveshareholders, our non-employee directors are granted common shares annually.annually following our annual general meeting of shareholders. This award has a target value of $150,000. If a non-employee director joins the Board following the most recent annual equity grant, the new director receives a pro-rated grant based on when the director joins the Board. All ofshares granted to our non-employee directors are immediately vested. Directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings, as well as shareholder meetings. | | | NON-EXECUTIVE DIRECTOR COMPENSATION |
| | | ADDITIONAL ANNUAL CASH RETAINERS |
For Serving on First Committee + $15,000
For Serving on Second Committee + $10,000
For Serving as Chair of a Committee (except Audit Committee) + $10,000
For Serving as Audit Committee Chair + $15,000
For Serving as Lead Independent Director + $10,000
COMPENSATION OF DIRECTORS | | | | Cap on Pay Under the terms of the Triton International Limited Amended and Restated 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. Our current compensation program for non-employee directors is well within these limits. | |
The following table sets forth information regarding the compensation earned by our non-executive directors in 2020.2021. Mr. Sondey does not receive additional compensation for serving as a director. DIRECTOR COMPENSATION TABLE | 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. |
Director Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fees Earned or Paid in Cash | | Common Shares Awards(1) | | All Other Compensation(2) | | Totals | Robert W. Alspaugh | | $ | 90,000 | | | $ | 148,927 | | | $ | — | | $ | 238,927 | | Malcolm P. Baker | | $ | 75,000 | | | $ | 148,927 | | | $ | — | | $ | 223,927 | | Annabelle Bexiga | | $ | 75,000 | | | $ | 148,927 | | | $ | — | | $ | 223,927 | | David Coulter(3) | | $ | 27,555 | | | $ | — | | | $ | — | | $ | 27,555 | | Claude Germain | | $ | 95,000 | | | $ | 148,927 | | | $ | — | | $ | 243,927 | | Kenneth J. Hanau | | $ | 75,000 | | | $ | 148,927 | | | $ | — | | $ | 223,927 | | John S. Hextall | | $ | 81,786 | | | $ | 148,927 | | | $ | — | | $ | 230,713 | | Niharika Ramdev(4) | | $ | 26,698 | | | $ | 77,061 | | | $ | — | | $ | 103,759 | | Robert L. Rosner | | $ | 101,786 | | | $ | 148,927 | | | $ | — | | $ | 250,713 | | Simon R. Vernon | | $ | 60,000 | | | $ | 148,927 | | | $ | 80,000 | | | $ | 288,927 | |
(1)On April 27, 2021, our non-executive directors with the exception of David Coulter and Niharika Ramdev were each granted 2,696 common shares. These common shares were fully vested upon grant and had a grant date fair value of $148,927 (based on the closing price of $55.24 per share). Niharika Ramdev received an initial grant on August 23, 2021, in connection with her joining the Board of 1,457 shares which were fully vested upon grant and had a grant date fair value of $77,061 (based on the closing price of $52.89 per share). For discussion regarding the assumptions used in valuing these grants, please refer to Note 9 to the 2021 Consolidated Financial Statements in the Company’s Form 10-K filed on February 15, 2022. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, 2021.TABLE OF CONTENTS (2)Includes $80,000 earned by Mr. Vernon for service as the Company’s representative on other companies’ boards of directors. See “Certain Relationships and Related Person Transactions.”(3)Mr. Coulter stepped down from the Board effective April 27, 2021. (4)Ms. Ramdev joined the Board effective August 23, 2021. 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. Asdirectors requiring each non-employee director to own an amount of December 31, 2020, non-employee directors were required to maintain ownership of CompanyTriton common shares withequivalent in value to at least a market value equal to three times the base annual retainer received by the director.specified amount. In February 2021, the Board increased the non-employee director share ownership guideline from three to five times the base annual retainer.retainer received by the director. Non-employee directors are expected to meet their required ownership level within five years from their appointment.joining the Board. Additionally, if at any time a director is not in compliance with these guidelines, the director will be required to retain 100 percent100% of the net (after taxes) common shares received until the guideline is met. As of December 31, 2020,2021, 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 nowbecame subject to the guidelines, and will have five yearsincluding the five-year period to meet the guidelines.
TABLE OF CONTENTS
| | | | | | | | | | | | | | | PROPOSAL 2 | | Advisory Vote to Approve the Compensation of Named Executive Officers | | | | | The Board of Directors recommends a vote “FOR” the advisory approval of the compensation of the Company’s Named Executive Officers as described in this Proxy Statement. | | | | |
As required by SEC rules, Triton is providing shareholders with the opportunity to cast an advisory vote on the compensation of its Named Executive Officers as disclosed in this proxy statement. This proposal, which is commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to cast non-binding, advisory votes on the compensation of our Named Executive Officers. Based on the results of the May 10, 2017 shareholder vote on the frequency of holding the advisory vote on the compensation of our Named Executive Officers, and consistent with our recommendation, our Board of Directors has determined that Triton will hold an advisory vote on executive compensation every year. As described in the Compensation Discussion and Analysis section of this proxy statement, Triton seeks to provide its senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow Triton to recruit and retain high-quality individuals. Triton seeks to structure its compensation plans so that they are straightforward for the executives and shareholders to understand and value, and relatively easy for the Company to administer. Triton links a significant portion of overall compensation to short-term and long-term measures of performance to motivate senior executives and align their interests with those of our shareholders. The purpose of this proposal is to provide an advisory vote on the overall compensation of the Company’s Named Executive Officers. Accordingly, the Board of Directors will request that the Company’s shareholders vote on the following resolution at the Annual Meeting of Shareholders: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the Annual Meeting, including in the Compensation Discussion and Analysis, the compensation tables and other related disclosures of the Company’s Proxy Statement.” While the advisory vote we are asking you to cast is not binding on the Company, the Board of Directors values the opinions of our shareholders regarding the compensation of Triton’s Named Executive Officers. Your advisory vote will serve as an additional tool to guide the Board of Directors and Compensation and Talent Management Committee in the alignment of Triton’s executive compensation programs with the interests of the Company and our shareholders. COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Compensation Discussion and Analysis
This compensation discussionCompensation Discussion and analysisAnalysis 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” or “NEOs”) 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 HighlightsTriton had a remarkable year in 2020,
Executive Summary Compensation Philosophy 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.
TABLE OF CONTENTS
Compensation Objectives and PhilosophyWe seek to provide our senior executives with compensation packages that: fairly | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | Do not promote excessive risk taking | | | | | | | | | | | | | | | |
2021 Performance Highlights | | | | | | | | | | | | | | | | | | | | | | | Triton had a remarkable year in 2021, and we achieved exceptional performance as significant pandemic-driven increases in goods consumption drove strong international trade volumes and wide ranging logistical disruptions stimulated additional leasing demand. | | | | | | | | | | | Outstanding Operational Performance | | | Strong Financial Performance | | | | | | •Achieved 99.6% overall fleet utilization as of year-end •Invested $3.6 billion in new containers to provide critically needed container capacity to our customers •Increased average long-term and finance lease remaining durations to over five years •Won leading share of new container leasing activity for the year due to leading supply capability and reputation for outstanding reliability | | | •Record profitability driven by substantial increase in leasing revenue and used container disposal prices •Achieved an annual TSR of 29.5% •Achieved investment grade credit ratings and transitioned a substantial portion of our balance sheet from secured to unsecured debt | | | | | | | | | | | Strategic and Focused Capital Allocation | | Triton maintained its focus on nimble but disciplined capital management and delivering significant value to shareholders across evolving market conditions. | | | | | | | | | | | •We increased our common share dividend by nearly 14% | | | •We quickly shifted our investment focus to share repurchases in the latter part of the year as the traditional peak shipping season ended, and repurchased 1.5 million shares in 2021 | | | | | | | | | | | Our exceptional corporate performance was a key factor in our 2021 Named Executive Officer compensation as we exceeded all maximum financial targets established for the year. | | | | | | | | | | | | $9.16 Adjusted Earnings Per Share | 31.5% Growth in Revenue Earning Assets | $1,476 Cash Flow Before Capital Expenditures | | | | | | |
| | | STRONG TRACK RECORD OF RETURNING CAPITAL TO SHAREHOLDERS |
Reflecting our strong financial performance over time, the chart below shows the value of a $100 investment in Triton stock over a five-year period beginning December 31, 2016, assuming all dividends were reinvested. We have compared our performance to the Company;peer group we use to measure relative TSR under our performance-based restricted share awards as described under “Long-Term Equity Incentive Compensation,” using the peer group companies that were publicly traded as of December 31, 2021. 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 | | | COMPARISON OF 5-YEAR CUMULATIVE TSR |
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 2021 compensation of our Named Executive Officers. Although the outcome of the vote will not be binding on us, we value the input from our shareholders on our executive compensation program. At our 2021 annual general meeting of shareholders, 96% of votes cast were in support of the 2020 compensation of our Named Executive Officers. We believe that the high level of support for the say-on-pay vote indicates support for our program. The Compensation and Talent Management Committee (referred to in this section as the “Compensation Committee”) regularly reviews and refines our executive compensation program to ensure it remains competitive, supports strategic objectives, appropriately aligns executive and shareholder interests and rewards performance. As part of this review, the Compensation Committee decided to make changes to our annual incentive and equity incentive programs for 2022 as described later in this Compensation Discussion and Analysis. | 96% of votes in favor of Say-on-Pay Proposal in 2021 |
Our Compensation Best 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 Compare executive compensation and Company performance against a relevant group of peer companies Require executives and directors to meet meaningful share ownership requirements Subject equity and annual incentive compensation to a clawback policy Provide only limited perquisites Hold an annual “Say-on-Pay” vote Use an independent compensation consultant | | | | | | ✘
| | | 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 | | | |
Principal Elements of 2021 Executive Compensation Overview The following table shows how the mix of 2021 target total compensation for our CEO and our other Named Executive Officers was allocated among base salary, annual cash incentive awards, time-based restricted shares and performance-based restricted shares, summarizes the purpose and performance period for each pay element and lists the performance metrics for the annual and long-term incentives. Each of these elements is described in more detail below in this “Compensation Discussion and Analysis.” | | | | | | | | | | | | | | | | | | | | | | | | | | | Pay Element | Purpose | Performance Period | Performance Metrics/Link | | | | CEO | Other NEOs | | Fixed | | | | | | | Base salary | 22% | 39% | •Attract and retain talent | Annual | •Subject to annual adjustment based on market data, job responsibilities and individual performance | | Performance-based/At-risk | 78% | 61% | | | | | Annual cash incentive | 22% | 23% | •Incentivize achievement of annual financial and operational/ strategic objectives | Annual | •Adjusted EPS •Cash Flow Before Capital Expenditures [NEW] •Growth in Revenue Earning Assets |
| Time-based restricted shares | 28% | 19% | •Facilitate stock ownership •Promote executive retention •Align shareholder and management interests | Three-Year Cliff Vest | •Stock price appreciation | Performance-based restricted shares | 28% | 19% | •Reward long-term performance, including relative to peers •Promote executive retention •Align management and shareholder interests | Three-Year Cliff Vest | •Relative total shareholder return (‘‘TSR’’) •Adjusted Return on Equity [NEW] |
Base Salary The Compensation Committee believes that competitive base salaries are necessary to attract and retain managerial talent. The Compensation Committee reviews and sets the salary levels for our NEOs annually. Base salaries are set at levels considered to be appropriate for the scope of Say-On-Pay Vote Our shareholdersthe 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 being providedalso evaluated relative to the amounts paid to executive officers with an opportunitysimilar qualifications, experience and responsibilities at the Annual Meeting to cast an advisory vote on the 2020 compensationpeer group companies.
The following is a summary of our Named Executive Officers. AlthoughOfficers’ base salaries for 2021. Each of our NEOs received a base salary increase in 2021 to reflect their level of responsibility and continued strong performance, as well as to address pay competitiveness: | | | | | | | | | | | | | | | | | | Name | 2021 Base Salary | 2020 Base Salary | Increase to Base Salary | Brian M. Sondey | $ | 975,000 | | $ | 950,000 | | 2.6 | % | John Burns | $ | 495,000 | | $ | 475,000 | | 4.2 | % | John F. O’Callaghan(1) | $ | 491,373 | | $ | 475,650 | | 3.3 | % | Kevin Valentine | $ | 400,000 | | $ | 385,000 | | 3.9 | % | Carla Heiss | $ | 420,000 | | $ | 400,000 | | 5.0 | % |
(1)Mr. O’Callaghan’s 2021 and 2020 Base Salary amounts shown in the outcometable use a conversion rate of such vote will not be binding on us, we valueUSD 1.331 to GBP 1.0 and USD 1.334 to GBP 1.0, respectively. In GBP, the input fromincrease to his Base Salary was 3.5%. Annual Incentive Program We design our shareholders onannual cash-based incentive program in order to incentivize our executive compensation program. At our 2020Named Executive Officers to achieve annual general meeting of shareholders, 97.6% of votes cast were in support of the 2019 compensation offinancial and strategic priorities. 2021 Annual Incentive Plan Target Levels The Compensation Committee established a 2021 annual incentive plan that covered all Triton executives, including our Named Executive Officers. OurThe Compensation Committee believes thatestablishes the high leveltarget incentive compensation amounts and incentive compensation ranges at the beginning of supporteach year. Target incentive opportunities are set at levels considered appropriate for the say-on-pay vote indicates supportjob function and skills of each individual and to reflect the individual’s ability to impact Company performance. Target incentive opportunities are also evaluated relative to peer group levels. For 2021, annual incentive compensation targets and ranges, expressed as a percentage of base salary, were established as set forth in the table below. 2021 Annual Incentive Award Opportunity for our program. WhileNamed 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 |
| | | | Looking Ahead | | For 2022, in order to increase the percentage of NEO compensation that is at risk and subject to performance and to move closer to the peer group median, the Committee increased the target annual incentive award opportunity for all NEOs other than the CEO from 60% to 70% of base salary. | |
Payout calculations under the 2021 annual incentive plan were based 50% on Triton’s 2021 consolidated financial performance and 50% on individual performance. Actual payouts under the Company financial performance and individual performance elements of the plan may range from 0% to 200% based on actual performance compared to target goals, and the Compensation Committee has made certain changes to the designcould also use a subjective assessment of the perceived strength and contributions of each of the NEOs to increase or decrease the calculated payout levels. All 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.awards earned by our NEOs are subject to our clawback policy.
24
EXECUTIVE COMPENSATION TABLE OF CONTENTS
Roles and Responsibilities2021 Financial Performance GoalsThe Compensation Committee is comprisedutilized the following financial metrics in 2021 as they incentivize achievement of three independent directors: Claude Germain (Chair), David Coulterannual progress toward long-term value creation and John Hextall. In accordance with its written charter, the Compensation Committee is responsible for establishing and overseeingare strong indicators of our compensation and benefit philosophies, plans and practices, including the compensation for our Named Executive Officers.overall performance: 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. | | | | | | | | | Performance Metric | Weighting | Rationale | Adjusted EPS | 60% | Measures our core profitability and success in achieving profitable growth for our shareholders. | Growth in Revenue Earning Assets | 20% | Measures our ability to grow our business and market position in a competitive environment. | Cash Flow Before Capital Expenditures [NEW] | 20% | Measures cash flow generated to fund asset growth, dividends, share repurchases and other value-creating opportunities. |
GOAL RIGOR AND PROCESS USED FOR GOAL SETTING In determiningsetting the annual executive compensation,incentive plan financial performance goals at the beginning of each year, the Compensation Committee considers the following: executive compensation history;
comparable companyCompany’s current 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 GoalsThe 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 anticipatedreflecting potential economic and industry conditions, pay for performance alignmentconditions. This approach allows the Committee to calibrate annual targets based on internal and the pay practices of the compensation peer group companies.external factors which fluctuate over time, such as global trade levels and macroeconomic conditions. The Compensation Committee sets challenging, but achievable,realistic, goals for the Company and its key executives to appropriately drive the achievement of short- and long-term objectives.objectives and align pay with performance.
The charts below show our Adjusted EPS and Growth in Revenue Earning Assets targets for each of the past three years and our actual performance against these goals. As we have added Cash flow before capital expenditures to our annual incentive program beginning in 2021, only actual performance is shown for 2019 and 2020. | | | | | | | | | | | | | | | ADJUSTED EARNINGS PER SHARE | | GROWTH IN REVENUE EARNING ASSETS | | CASH FLOW BEFORE CAPITAL EXPENDITURES |
2021 Performance Against Plan Targets The charts below further set forth the actual results achieved for each of the financial targets established for the 2021 annual incentive plan: | | | | | | | | | | | | Metric | Threshold | Target | Maximum | Adjusted EPS | | Growth in Revenue Earning Assets | | Cash Flow Before Capital Expenditures (in millions) | |
2021 Individual Performance Goals The Compensation Committee evaluates individual NEO performance based on pre-set strategic business priorities. The individual objectives are intended to be challenging. They can be both qualitative and quantitative, company-wide or relevant to the executive’s business unit or functional areas, and they vary for each executive officer. For 2021, individual performance objectives for the Named Executive Officers 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 strategic initiatives to further enhance Triton’s competitive advantages; enhancing Triton’s organization, especially in regard to talent and leadership development; and increasing our corporate focus on ESG initiatives. The Committee determined that the NEOs made significant progress against several of the most important individual objectives set for 2021. Among the key accomplishments influencing the Committee’s decisions on the individual performance portion of the annual incentive awards for 2021 were the following results: •Reducing long-term earnings volatility by locking in longer lease durations for new and used containers. •Achieving nearly 100% equipment utilization rate at the end of the year. •Winning a leading market share of leasing transactions for new containers. •Driving superior sale profits for used containers. •Achieving investment grade credit ratings and transitioning our balance sheet toward unsecured debt. •Developing and implementing several organizational initiatives, including talent development, succession planning and DEI. •Nimbly managing the Company’s capital allocation strategy through the year, including focusing on aggressive fleet growth in the first half of the year to meet the continued surge in container demand and rapidly pivoting to share repurchases in the second half of the year as major new leasing activity stabilized, all while continuing to attractively refinance existing debt and increasing annual dividends by nearly 14%. •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 187.5% to 200%. The Committee did not make any discretionary adjustments to NEO annual incentive amounts in 2021 as a result of the COVID-19 pandemic. 2021 Annual Incentive Payouts The table below shows the actual payouts under the annual incentive plan for each Named Executive Officer for 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Financial | | Individual | | 2021 Annual Incentive Award | Total Payout as a % of Target | | Performance | Weighting | | Performance | Weighting | | Brian M. Sondey | 200% | 50% | | 200% | 50% | | $ | 1,950,000 | | 200% | John Burns | 200% | 50% | | 190% | 50% | | $ | 579,150 | | 195% | John F. O’Callaghan | 200% | 50% | | 200% | 50% | | $ | 589,648 | | 200% | Kevin Valentine | 200% | 50% | | 200% | 50% | | $ | 480,000 | | 200% | Carla Heiss | 200% | 50% | | 175% | 50% | | $ | 472,500 | | 187.5% |
| | | | 2022 Annual Incentive Plan Design Change | | For 2022, in order to better align with market practice, the Compensation Committee has increased the weighting of the financial performance portion of our CEO’s and CFO’s annual incentive from 50% to 75%, and from 50% to 65% for our other NEOs. | |
Long-Term Equity Incentive 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. 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.
In 2021, the Company utilized a mix of time-based and performance-based restricted share awards under our equity incentive program, as set forth below. | | | | | | | | | Award Type | Vesting Period | Mix of Long-Term Incentive Grant Value | Time-based Restricted Shares | Three-Year Cliff Vest | 50% | Performance-based Restricted Shares | Three-Year Cliff Vest | 50% |
Awards will pay out in Triton common shares, plus dividends accrued over the vesting period on earned shares. 2021 Performance-Based Restricted Shares Performance Metrics and Weighting For performance-based share awards granted in 2021, the level of vesting will be contingent on the Company’s TSR performance over the three-year performance period relative to a selected peer group and the achievement of specified Adjusted Return on Equity targets over the performance period. | | | | Changes Made to Performance-Based Restricted Shares in 2021 •Added a second performance metric. Prior to 2021, relative TSR had been the sole metric used for purposes of our performance-based restricted share awards. Beginning in 2021, Adjusted Return on Equity was added as a second performance metric as the Compensation Committee considered that it would serve as a complementary metric to relative TSR as an important measure of long-term value creation and to more closely align with broader market practice. •Increased the difficulty of earning a maximum payout. Prior to 2021, maximum vesting was aligned with TSR performance in the top third of the peer group. Beginning in 2021, maximum payout on the relative TSR component was increased to at or above the 75th percentile of the peer group. Additionally, the payout formula was adjusted so that relative TSR performance between minimum and target levels and between target and maximum levels is determined by linear interpolation between the relevant payout percentages. | |
The table below describes the performance measures and weightings from the 2021 performance-based restricted share awards and how those measures align with our strategy. | | | | | | | | | Performance-Based Restricted Shares Metric | Weighting | Rationale | Relative Total Shareholder Return | 50% | Measures relative long-term shareholder value creation and performance versus peers. | Adjusted Return on Equity [NEW] | 50% | Measures how efficiently management uses investors’ capital to generate profits. |
At the end of the performance cycle, the number of shares actually earned may range from 50% to 150% of the target number of performance-based shares granted based on actual performance against the established metrics. The peer companies used for purposes of the relative TSR component of the 2021 performance-based share awards are shown below. The relative TSR peer group is substantially similar to the peer group used by the Compensation Committee to assess market-based compensation for Named Executive Officers for 2021 as shown under “Competitive Market Positioning,” except that Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), the Company’s publicly traded container leasing peers, were included in the relative TSR peer group and CIT Group Inc. was excluded due to the announcement of its impending merger. As CAI was also acquired in 2021 and is no longer publicly traded, it has been removed from the TSR peer group for all performance-based share awards. | | | | | | | | | | | | •Air Lease Corp. •Air Transport Services Group •Atlas Air Worldwide Holdings •CubeSmart •Forward Air Corporation | •GATX Corporation •H&E Equipment Services, Inc. •Herc Holdings Inc. •Hub Group, Inc. •Life Storage Inc. | •Matson, Inc. •McGrath RentCorp. •Textainer Group Holdings(1) •WillScot Mobile Mini Inc. •Werner Enterprises, Inc. | | | |
(1)For purposes of the TSR calculation, Textainer will be included on the list three times as it is a direct competitor of the Company and provides a common basis for comparison.
Although we have not prospectively disclosed the Adjusted Return on Equity targets for the performance-based restricted share awards, we intend to disclose them retrospectively, along with results, at the end of the performance cycle. Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging, and there is no guarantee that any shares will be earned or that grants will pay out at or above target. The following table lists the restricted share grants made to the Named Executive Officers in 2021 and the range of shares that may be earned at the completion of the three-year performance cycle: | | | | | | | | | | | | | | | | | | | | | | | | | Performance-Based (#) | Name | Vesting Date | Time-Based (#) | | Minimum | Target | Maximum | Brian M. Sondey | January 10, 2024 | 27,572 | | | 13,786 | | 27,571 | | 41,357 | | John Burns | January 10, 2024 | 5,462 | | | 2,731 | | 5,461 | | 8,192 | | John F. O’Callaghan | January 10, 2024 | 5,037 | | | 2,519 | | 5,037 | | 7,556 | | Kevin Valentine | January 10, 2024 | 5,302 | | | 2,651 | | 5,302 | | 7,953 | | Carla Heiss | January 10, 2024 | 4,666 | | | 2,333 | | 4,666 | | 6,999 | |
Performance-Based Restricted Shares Vested in 2021 The following table shows the performance-based and time-based equity awards granted in 2018 with a 2018-2020 performance cycle that vested in January 2021 for our NEOs. Based on the Company’s three-year relative TSR, the performance-based awards vested at 150% of target. Amounts shown below are included in the Options Exercised and Stock Vested Table in 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 | 27,337 | | $ | 1,326,118 | | | 41,004 | | $ | 1,989,104 | | John Burns | 6,053 | | $ | 293,631 | | | 9,080 | | $ | 440,471 | | John F. O’Callaghan | 5,207 | | $ | 252,592 | | | 7,811 | | $ | 378,912 | | Kevin Valentine | 4,882 | | $ | 236,826 | | | 7,322 | | $ | 355,190 | | Carla Heiss | — | $ | — | | — | $ | — |
| | | | 2022 Long-Term Incentive Program Design Changes | | For 2022, to further strengthen the link between pay and performance and alignment with shareholders, the Compensation Committee has increased the weighting of performance-based awards for the NEOs from 50% to 60%. Additionally, the maximum payout level for the performance-based awards granted to the NEOs in 2022 has been increased to 200%. | |
Our Compensation Determination Process Overview of Timeline and Process The Compensation Committee structures the timing and process for determining NEO compensation so that compensation is aligned with Triton’s financial performance, competitive practices and individual contributions to achieving our strategic and organizational priorities. | | | | | | | | | | | | | | | | u | | | | Set Targets January – February | Monitor and Evaluate March – December | | | •Approve annual targets and objectives for annual incentive plan based on rigorous review of financial targets and strategic and organizational objectives for the year. •Establish grant levels and set performance targets for long-term equity incentive awards. •Review compensation-related disclosures for proxy statement. | •Review year-to-date performance relative to targets and objectives. •Review results of say-on-pay vote. •Review peer group used to benchmark executive compensation and Company performance. •Review Committee charter, self-assessment and work plan for the current and following year. •Review compensation benchmarking analysis, market compensation trends and other data, including best practice recommendations and other reports from the Committee’s compensation consultant. | | | | p | | q | | | | | | | Review and Approve December | | | •Review year-end financial and individual performance with reference to goals set for the year. •Determine and approve annual incentive award amounts for CEO and NEOs based on performance assessment. •Establish NEO target compensation for the upcoming year based on market data, responsibilities, performance, executive compensation history and other factors. | | | | | | |
Roles and Responsibilities We believe that a collaborative process best ensures that compensation decisions reflect the principles of our executive compensation program. Set forth below is a summary of the roles and responsibilities of the key participants that were involved in making decisions relating to the compensation of our Named Executive Officers in 2021. | | | | | | Responsible Party | Roles and Responsibilities | Compensation Committee | •Reviews the Company’s general compensation philosophy and the design, development and implementation of the Company’s executive compensation program, including associated risks. •Approves annual performance goals and objectives for the CEO and NEOs. •Annually evaluates the performance of the CEO in consultation with the full Board in light of the goals and objectives established by the Committee. Reviews the annual performance evaluations of the other NEOs. •Approves (either as a Committee or together with the other independent directors, as directed by the Board), the CEO’s compensation level (including the individual components of compensation). Approves the compensation of our other NEOs. •Approves any changes to our executive compensation peer group. •Pursuant to its charter, is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Committee annually assesses the independence of its compensation consultant. | CEO (assisted by other members of Triton’s management team) | •Provides performance evaluations and compensation recommendations for the other NEOs. •Provides input and recommendations to the Committee regarding the performance goals and targets for our annual and equity incentive programs for consideration by the Committee. The Committee retains full discretion in making compensation decisions. •The CEO is not present during the deliberations on his pay. | Independent Compensation Consultant (Meridian Partners LLC) | •Provides the Committee with information, analysis and objective advice regarding our executive compensation program, including: •advice and recommendations regarding the composition of the executive compensation peer group; •expert knowledge of market trends and best practices relating to executive compensation; and •analysis of each element of and total target direct compensation for each of the NEOs relative to the executive compensation peer group | Board of Directors/Independent Directors | •Full Board participates with the Committee in the annual evaluation of the CEO •If directed by the Board, independent directors approve the compensation of the CEO together with the Committee. |
During 2021, the Committee was assisted by its independent compensation consultant, Meridian Partners LLC (“Meridian”). Other than the support that it provided to the Committee, Meridian provided no other services to the Company or Triton management. During the year, the Committee considered the independence of Meridian based on the relevant regulations of the Securities and Exchange Commission and the NYSE listing standards and concluded that the services performed by Meridian did not raise any conflicts of interest.
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 compensationannually assesses NEO pay levels and analyzed the mix of base salary, annual incentive compensation and long-term compensation of the Named Executive Officers atcompared to a select group of relevant peer companies. The Compensation Committee diddoes not specifically link the target or actual compensation levels of our Named Executive Officers to those at the selected peer companies, but rather useduses 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'sits reasonable discretion taking into account factors such as executive performance, tenure, 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. TABLE OF CONTENTS
The peer group companies used by Meridianthe Compensation Committee in the 20202021 review were: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | Aircastle Limited
| | | •
| | | Herc Holdings Inc.
| | | | | | | | | •
| | | Air Lease Corp. | | | • | | | HubAir Transport Services Group Inc.
| | | | | | | | | • | | | Atlas Air Worldwide Holdings •CIT Group Inc. •Cubesmart | | | • | | | Matson, Inc.
| | | | | | | | | •
| | | Forward Air Corporation | | | • | | | Mobile Mini Inc.
| | | | | | | | | •
| | | GATX Corporation | | | • | | | Werner Enterprises, Inc.
| | | | | | | | | •
| | | H&E Equipment Services, Inc. •Herc Holdings Inc. •Hub Group, Inc. | | | •LifeStorage Inc. | | | •Matson, Inc. | | | •McGrath RentCorp. | •Werner Enterprises, Inc. •WillScot Mobile Mini Inc. | | | | | | | | | | | | | | | | | | |
As the Company has few direct publicly traded competitors, for purposes of defining the Company’s peer group, Meridian selectedCompensation Committee, in consultation with its independent compensation consultant, selects companies that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, freight forwarding, trucking, storage leasing and truckingspecialty finance that are comparable to Triton in terms of revenues, market capitalization and asset size and market capitalization.size. 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 approvedare expected to be made to the peer group for 2021:in 2022: Aircastle Limited was acquired in 2020•CIT Group Inc. has completed its merger with First Citizens Bank and wastherefore will be removed from the peer group;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 Group Inc.,
CIT Group Inc.,
Cubesmart,
Life Storage, Inc. and
McGrath RentCorp.
The 20202021 benchmarking analysis indicated that total directtarget compensation (i.e., base salary, plus target annual bonus, plus long termtarget long-term incentive compensation) and mix of compensation elements for Mr. Sondey and Mr. O’Callaghan were close toour NEOs was in line with or below 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 evaluatedevaluates 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 Other Compensation Elements Benefits, Perquisites and one and three-year Return on Equity. TABLE OF CONTENTS
Principal Elements of Our Executive Compensation ProgramThe 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.”
| 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 NEOsPay 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.
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
| 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 IncentiveOther 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
| 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
| 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:
| 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.
| 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 CompensationWe 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, Inc.
| | | | | | | | | •
| | | Atlas Air Worldwide Holdings
| | | •
| | | Hub Group, Inc.
| | | | | | | | | •
| | | CAI International, Inc.
| | | •
| | | Matson, Inc.
| | | | | | | | | •
| | | Forward Air Corporation
| | | •
| | | Mobile Mini Inc.(1)
| | | | | | | | | •
| | | GATX Corporation
| | | •
| | | Textainer Group Holdings
| | | | | | | | | •
| | | H&E Equipment Services, Inc.
| | | •
| | | Werner Enterprises, Inc.
| | | | | | | | | | | | | | | | | | | | | | |
(1)
| Effective July 1, 2020, Mobile Mini Inc. 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 for 2020, except that Textainer and CAI, the Company’s publicly traded container leasing peers, are included in the relative TSR peer group and Aircastle Limited was removed due to its acquisition in the first quarter of 2020. The following table lists the restricted share grants made to the Named Executive Officers in 2020:
Named Executive Officers’ 2020 Share Grants
| 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:
| 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 GuidelinesThe 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:
| 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.
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.
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. We do not offer a defined benefit pension plan to our Named Executive Officers. 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 theretoto the table on page 3653 of this proxy statement for a description of the perquisites provided to the Named Executive Officers. Change in Control ProvisionsUnvested 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 International Group, Inc. 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 TCILTriton and TAL in July 2016. The employment agreement currently providesprovided 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 20202021 was $950,000$975,000 and under the terms of the employment agreement, is increased annually to reflect his performance and increases in the consumer price index. Mr. Sondey iswas 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.vacation time. Mr. Sondey iswas entitled to severance pay if his employment iswas terminated by us without cause (as defined in the employment agreement), if he terminatesterminated his employment for good reason (as defined in the employment agreement) or if he diesdied or becomesbecame disabled. Upon a termination without cause or for good reason, Mr. Sondey iswas 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 iswas 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 TABLE OF CONTENTS
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 willwould be restricted from competing with us for a period of one year following such termination. In February 2022, in connection with the adoption of the new Executive Severance Plan described below and reflecting the broader market practice of moving away from executive employment agreements, the Company and Mr. Sondey entered into a letter agreement mutually terminating his employment agreement. Following the termination of the employment agreement, Mr. Sondey remains employed as our CEO on an at-will basis. Additionally, Mr. Sondey will participate in the Company’s newly adopted Executive Severance Plan, as described further below. 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 Incentive 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. Additionally, our Executive Severance Plan contains a "double trigger" requirement for the payment of severance benefits in connection with a change in control of the Company. Non-Compete Agreements We have not entered into employment agreements with any of our other Named Executive Officers. However,For 2021, all of our Named Executive Officers arewere bound by non-compete agreements which provideprovided 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 yearone-year period following such termination, unless such termination is for cause,“cause,” the Named Executive Officer will bewas restricted from competing with us for a period of one year following such termination. Under the non-compete agreements, our Named Executive Officers arewere also prohibited from disclosing any of our confidential information.
In connection with becoming eligible to participate in the new Executive Severance Plan described below, the non-compete agreements were superseded and replaced with protective covenants that participants, including our Named Executive Officers, are required to agree to as a condition to participating in the Executive Severance Plan. Employee Severance Plan OurFor 2021, our Named Executive Officers (other than Mr. Sondey) participateparticipated in the Employee Severance Plan, which providesprovided benefits to all eligible employees upon a termination of employment by the Company without cause“cause” or by the participant for good reason“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 consistconsisted 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. Following the adoption of the Executive Severance Plan described below, Named Executive Officers will no longer be eligible to participate in the Employee Severance Plan and will participate in the Executive Severance Plan.
Executive Severance Plan To enhance recruitment and retention of senior executive talent, align with market practice and standardize and streamline the severance arrangements for our senior management team, we have adopted the Triton International Limited Executive Severance Plan effective as of February 9, 2022. Under the Executive Severance Plan, subject to the execution of a release of claims, selected senior management employees of the Company and its subsidiaries, including the Named Executive Officers, will be eligible to receive severance payments and benefits in the event the Company terminates their employment without “cause” or they resign their employment for “good reason,” as defined in the Executive Severance Plan. Upon a termination of employment without cause or a resignation for good reason other than in connection with a change in control, Named Executive Officers would receive the following severance benefits: (i) a payment equal to their base salary in effect at the time of termination, plus their target bonus opportunity for the fiscal year of termination, multiplied by one (1) (or by 1.5 in the case of Mr. Sondey) and (ii) their pro-rated target bonus opportunity for the fiscal year of termination. Named Executive Officers are also entitled to COBRA continuation coverage paid by the Company for 18 months (or, if earlier, until the date on which they become eligible for coverage under another employer-provided plan). The Executive Severance Plan contains a "double trigger" requirement for the payment of severance benefits in connection with a change in control of the Company. Upon a termination of employment without cause or a resignation for good reason during a “change in control protection period,” as defined in the Executive Severance Plan, Named Executive Officers would receive the following severance benefits: (i) a payment equal to their base salary in effect at the time of termination, plus their target bonus opportunity for the fiscal year of termination, multiplied by 1.5 (or by 2 in the case of Mr. Sondey) and (ii) their full target bonus opportunity for the fiscal year of termination. Named Executive Officers are also entitled to COBRA continuation coverage paid by the Company for 18 months (or, if earlier, until the date on which they become eligible for coverage under another employer-provided plan). As a condition to participating in the Executive Severance Plan, participants are required to agree to be subject to certain protective covenants that include non-competition, non-solicitation, confidentiality and non-disparagement covenants. The non-competition and non-solicitation covenants apply for 12-months following a Named Executive Officer’s termination of employment for any reason. The confidentiality and non-disparagement covenants apply for an indefinite period. If any payments to the Named Executive Officers under the Executive Severance Plan or otherwise would be subject to “golden parachute” excise taxes under the Internal Revenue Code, the payments will be reduced to limit or avoid the excise taxes if and to the extent such reduction would produce an expected better after-tax result for the executive. Compensation Governance 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 at least 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, 2021, 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 owned directly or indirectly, unvested time-based restricted shares or restricted share units 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. 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 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. 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 Risk AssessmentThe Compensation Committee oversees our executive compensation and Talent Management Committee Interlocksemployee benefit plans and Insider Participationpractices, 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. As described above, we also have a policy prohibiting employees from engaging in speculative transactions involving our common shares, including hedging or pledging transactions. None of the members
Report 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 TABLE OF CONTENTS
(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 COMMITTEEThe 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 Robert L. Rosner |
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EXECUTIVE COMPENSATION TABLESExecutive Compensation TablesSUMMARY COMPENSATION TABLESummary Compensation Table The following table summarizes the compensation of our Named Executive Officers for the fiscal years ended December 31, 2021, 2020 2019 and 20182019. | | | | | | | | | | | | | | | | | | | | | | | | 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 Chairman and Chief Executive Officer | 2021 | 975,000 | | — | | 2,827,182 | | 1,950,000 | | 16,550 | | 5,768,732 | | 2020 | 950,000 | | — | | 2,384,880 | | 1,624,975 | | 16,040 | | 4,975,895 | | 2019 | 930,000 | | — | | 2,210,834 | | 841,650 | | 16,403 | | 3,998,887 | | John Burns Senior Vice President and Chief Financial Officer | 2021 | 495,000 | | — | | 560,022 | | 579,150 | | 17,682 | | 1,651,854 | | 2020 | 475,000 | | — | | 486,798 | | 416,955 | | 21,914 | | 1,400,667 | | 2019 | 455,000 | | — | | 466,741 | | 226,590 | | 16,006 | | 1,164,337 | | John F. O’Callaghan(5) Executive Vice President, Global Head of Field Marketing and Operations | 2021 | 491,373 | | — | | 516,494 | | 589,648 | | 41,132 | | 1,638,647 | | 2020 | 475,650 | | — | | 447,465 | | 519,552 | | 24,932 | | 1,467,599 | | 2019 | 445,475 | | — | | 432,332 | | 221,847 | | 22,927 | | 1,122,581 | | Kevin Valentine Senior Vice President, Triton Container Sales | 2021 | 400,000 | | — | | 543,667 | | 480,000 | | 15,673 | | 1,439,340 | | 2020 | 385,000 | | — | | 437,650 | | 420,536 | | 15,283 | | 1,258,469 | | 2019 | 370,000 | | — | | 422,510 | | 217,560 | | 15,131 | | 1,025,201 | | Carla Heiss Senior Vice President, General Counsel and Secretary | 2021 | 420,000 | | — | | 478,452 | | 472,500 | | 14,754 | | 1,385,706 | | 2020 | 400,000 | | — | | — | | 351,120 | | 14,526 | | 765,646 | | 2019 | 23,077 | | 330,000 | | 417,196 | | — | | 656 | | 770,929 | |
(1)The share award values shown in this column represent the grant date fair value of the time-based and performance-based restricted shares granted by the Company as calculated in accordance with FASB ASC 718 - “Compensation-Stock Compensation” (ASC 718). For further discussion regarding the assumptions used in valuing these share awards, please refer to Note 9 in the 2021 Consolidated Financial Statements in the Company’s Form 10-K filed on February 15, 2022. Dividends are not paid on awards during the vesting period. Actual value to be realized, if any, will depend on the satisfaction of certain pre-established vesting conditions. The awards granted for 2021 are set forth in the “Grants of Plan-Based Awards Table” on page 54. (2)The grant date fair value of the performance-based restricted common shares reported in this column assumes that these awards will be earned at the target level of performance. If the maximum level of performance had been assumed, the grant date fair value of the time-based and the performance-based restricted shares granted to our Named Executive Officers would have been as follows for 2021: Mr. Sondey: $3,533,990; Mr. Burns: $700,041; Mr. O’Callaghan: $645,643; Mr. Valentine: $679,584; and Ms. Heiss: $598,065. (3)Cash awards earned under our annual incentive compensation program. All incentive compensation payments to our Named Executive Officers are calculated following the closing of the fiscal years.year and paid out in January/February of the following year. | Brian M. Sondey | | | 2020 | | | 950,000 | | | — | | | 2,384,880 | | | 1,624,975 | | | 16,040 | | | 4,975,895 | | | Chairman and Chief Executive Officer | | | 2019 | | | 930,000 | | | — | | | 2,210,834 | | | 841,650 | | | 16,403 | | | 3,998,887 | | | 2018 | | | 900,000 | | | — | | | 2,006,536 | | | 1,548,000 | | | 18,791 | | | 4,473,327 | | | | | | | | | | | | | | | | | | | | | | | | | | | John Burns | | | 2020 | | | 475,000 | | | — | | | 486,798 | | | 416,955 | | | 21,914 | | | 1,400,667 | | | Senior Vice President and Chief Financial Officer | | | 2019 | | | 455,000 | | | — | | | 466,741 | | | 226,590 | | | 16,006 | | | 1,164,337 | | | 2018 | | | 440,000 | | | — | | | 444,364 | | | 427,680 | | | 15,915 | | | 1,327,959 | | | | | | | | | | | | | | | | | | | | | | | | | | | John F. O’Callaghan(5) | | | 2020 | | | 475,650 | | | — | | | 447,465 | | | 519,552 | | | 24,932 | | | 1,467,599 | | | Executive Vice President, Global Head of Field Marketing and Operations | | | 2019 | | | 445,475 | | | — | | | 432,332 | | | 221,847 | | | 22,927 | | | 1,122,581 | | | 2018 | | | 425,973 | | | — | | | 382,267 | | | 414,045 | | | 39,313 | | | 1,261,598 | | | | | | | | | | | | | | | | | | | | | | | | | | | Kevin Valentine | | | 2020 | | | 385,000 | | | — | | | 437,650 | | | 420,536 | | | 15,283 | | | 1,258,469 | | | Senior Vice President, Triton Container Sales | | | 2019 | | | 370,000 | | | — | | | 422,510 | | | 217,560 | | | 15,131 | | | 1,025,201 | | | 2018 | | | 355,000 | | | — | | | 358,339 | | | 419,610 | | | 14,542 | | | 1,147,491 | | | | | | | | | | | | | | | | | | | | | | | | | | | Carla Heiss | | | 2020 | | | 400,000 | | | — | | | — | | | 351,120 | | | 14,526 | | | 765,646 | | | Senior Vice President, General Counsel and Secretary | | | 2019 | | | 23,077 | | | 330,000 | | | 417,196 | | | — | | | 656 | | | 770,929 | | | | | | | | | | | | | | | | | | | | | | |
(4)For 2021, All Other Compensation consisted of the following: | | | | | | | | | | | | Name | Savings Plan Company Match ($) | Other Compensation ($)(1) | Total | Brian M. Sondey | 6,000 | | 10,550 | | 16,550 | | John Burns | 6,000 | | 11,682 | | 17,682 | | John F. O’Callaghan | 22,741 | | 18,391 | | 41,132 | | Kevin Valentine | 6,000 | | 9,673 | | 15,673 | | Carla Heiss | 6,000 | | 8,754 | | 14,754 | |
(1)Other compensation includes Company paid car allowances, Company paid life insurance premiums for coverage exceeding $50,000 and Company matching gift donations. In addition, for Mr. O’Callaghan the amount also includes club membership fees. (5)Amounts reported in the table for Mr. O’Callaghan were paid in GBP and converted for purposes of this table from GBP to U.S. dollars at an exchange rate of USD 1.331 to GBP 1.0 for 2021, USD 1.334 to GBP 1.0 for 2020, and USD 1.293 to GBP 1.0 for 2019. (1)
| Pursuant to SEC guidance, the share award values shown in this column represent the grant date fair value of the time-based and performance-based restricted shares granted by the Company as calculated in accordance with FASB ASC 718 - “Compensation-Stock Compensation” (ASC 718). For further discussion regarding the assumptions used in valuing these share awards, please refer to Note 9 in the 2020 Consolidated Financial Statements in the Company’s Form 10-K filed on February 16, 2021. Dividends are not paid on awards during the vesting period. Actual value to be realized, if any, will depend on the satisfaction of certain pre-established vesting conditions. The awards granted for 2020 are set forth in the “Grants of Plan-Based Awards Table” on page 37. | | | | |
(2) 2022 Proxy Statement | The grant date fair value of the performance-based restricted common shares reported in this column assumes that these awards will be earned at the target level of performance. If the maximum level of performance had been assumed, the grant date fair value of the time-based and the performance-based restricted shares granted to our Named Executive Officers would have been as follows for 2020: Mr. Sondey: $2,981,119; Mr. Burns: $608,526; Mr. O’Callaghan: $559,340; and Mr. Valentine: $547,091. |
(3)
| Cash awards earned under our annual incentive compensation program. All incentive compensation payments to our Named Executive Officers are calculated following the closing of the fiscal year and paid out in January/February of the following year. |
(4)
| For 2020, All Other Compensation consisted of the following: |
| Brian M. Sondey | | | 6,000 | | | 10,040 | | | 16,040 | | | John Burns | | | 6,000 | | | 15,914 | | | 21,914 | | | John F. O’Callaghan | | | 7,100 | | | 17,831 | | | 24,931 | | | Kevin Valentine | | | 6,000 | | | 9,283 | | | 15,283 | | | Carla Heiss | | | 6,000 | | | 8,526 | | | 14,526 | |
(1)
| Other compensation includes Company paid car allowances, Company paid life insurance premiums for coverage exceeding $50,000 and Company matching gift donations. In addition, for Mr. O’Callaghan the amount also includes club membership fees. |
(5)
| Amounts reported in the table for Mr. O'Callaghan were paid in GBP and converted for purposes of this table from GBP to U.S. dollars at an exchange rate of USD 1.334 to GBP 1.0 for 2020, USD 1.293 to GBP 1.0 for 2019, and USD 1.276 to GBP 1.0 for 2018.53 |
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GRANTS OF PLAN-BASED AWARDS TABLEGrants of Plan-Based Awards TableThe following table includes certain information with respect to the annual incentive compensation plan awards and equity awards granted to our Named Executive Officers during the fiscal year ended December 31, 2020:2021: | Brian M. Sondey | | | 2/11/2020 | | | $— | | | $950,000 | | | $1,900,000 | | | 15,674 | | | 31,347 | | | 47,021 | | | | | | $1,192,440 | | | | | | 2/11/2020 | | | | | | | | | | | | | | | | | | | | | 31,347 | | | $1,192,440 | | | John Burns | | | 2/11/2020 | | | $— | | | $285,000 | | | $570,000 | | | 3,199 | | | 6,398 | | | 9,598 | | | | | | $243,380 | | | | | | 2/11/2020 | | | | | | | | | | | | | | | | | | | | | 6,399 | | | $243,418 | | | John F. O’Callaghan(3) | | | 2/11/2020 | | | $— | | | $285,390 | | | $570,780 | | | 2,941 | | | 5,881 | | | 8,822 | | | | | | $223,713 | | | | | | 2/11/2020 | | | | | | | | | | | | | | | | | | | | | 5,882 | | | $223,751 | | | Kevin Valentine | | | 2/11/2020 | | | $— | | | $231,000 | | | $462,000 | | | 2,876 | | | 5,752 | | | 8,629 | | | | | | $218,806 | | | | | | 2/11/2020 | | | | | | | | | | | | | | | | | | | | | 5,753 | | | $218,844 | | | Carla Heiss(4) | | | 2/11/2020 | | | $— | | | $240,000 | | | $480,000 | | | — | | | — | | | — | | | | | | $— | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Awards | | Estimated Future Payouts under Equity Incentive Awards | All Other Share Awards: Number of Shares (#) | Grant Date Fair Value of Share Awards(2) | Minimum ($)(1) | Target ($) | Maximum ($) | | Minimum (#) | Target (#) | Maximum (#) | Brian M. Sondey | 2/9/2021 | $ | — | $ | 975,000 | $ | 1,950,000 | | 13,786 | | 27,571 | | 41,357 | | | $ | 1,413,565 | | 2/9/2021 | | | | | | | | | | | 27,572 | | $ | 1,413,616 | | John Burns | 2/9/2021 | $ | — | $ | 297,000 | $ | 594,000 | | 2,731 | | 5,461 | | 8,192 | | | $ | 279,985 | | 2/9/2021 | | | | | | | | | | | 5,462 | | $ | 280,037 | | John F. O’Callaghan(3) | 2/9/2021 | $ | — | $ | 294,824 | $ | 589,648 | | 2,519 | | 5,037 | | 7,556 | | | $ | 258,247 | | 2/9/2021 | | | | | | | | | | | 5,037 | | $ | 258,247 | | Kevin Valentine | 2/9/2021 | $ | — | $ | 240,000 | $ | 480,000 | | 2,651 | | 5,302 | | 7,953 | | | $ | 271,834 | | 2/9/2021 | | | | | | | | | | | 5,302 | | $ | 271,834 | | Carla Heiss | 2/9/2021 | $ | — | $ | 252,000 | $ | 504,000 | | 2,333 | | 4,666 | | 6,999 | | | $ | 239,226 | | 2/9/2021 | | | | | | | | | | | 4,666 | | $ | 239,226 | |
(1)Awards granted under our annual incentive plan do not have a minimum performance payout. (2)Calculated based on target equity incentive awards using the February 9, 2021 closing share price of $51.27. (3)Amounts reported in the “Non-Equity Incentive Award” column are based on an exchange rate of USD 1.331 to GBP 1.0. (1)
| Awards granted under our annual incentive plan do not have a minimum performance payout. |
(2)
| Calculated based on target equity incentive awards using the February 11, 2020 closing share price of $38.04. |
(3)
| Amounts reported in the “Non-Equity Incentive Award” column are based on an exchange rate of USD 1.334 to GBP 1.0. |
(4)
| 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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLEOutstanding Equity Awards at Fiscal Year End TableThe following table includes certain information with respect to restricted share awards held by each of our Named Executive Officers as of December 31, 2020.2021. | Brian M. Sondey(4) | | | 92,448 | | | $4,484,652 | | | 138,670 | | | $6,726,882 | | | 231,118 | | | $11,211,534 | | | John Burns(5) | | | 19,580 | | | $949,826 | | | 29,370 | | | $1,424,739 | | | 48,950 | | | $2,374,565 | | | John F. O’Callaghan(6) | | | 17,692 | | | $858,239 | | | 26,536 | | | $1,287,261 | | | 44,228 | | | $2,145,500 | | | Kevin Valentine(7) | | | 17,088 | | | $828,939 | | | 25,629 | | | $1,243,263 | | | 42,717 | | | $2,072,202 | | | Carla Heiss(8) | | | 5,650 | | | $274,082 | | | 8,475 | | | $411,122 | | | 14,125 | | | $685,204 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards | | Time-Based Restricted Shares | | Performance-Based Restricted Shares | | Combined Totals | Name | Number of Shares or Units That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | | Number of Unearned Shares That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares That Have Not Vested ($)(2) | | Total Number of Unvested Time-Based and Performance- Based Restricted Shares (#) | Combined Market Value of Unvested Time-Based and Performance- Based Restricted Shares ($) | Brian M. Sondey(4) | 92,683 | $ | 5,582,297 | | 139,023 | $ | 8,373,355 | | 231,706 | $ | 13,955,652 | John Burns(5) | 18,989 | $ | 1,143,707 | | 28,482 | $ | 1,715,471 | | 47,471 | $ | 2,859,178 | John F. O’Callaghan(6) | 17,522 | $ | 1,055,350 | | 26,281 | $ | 1,582,905 | | 43,803 | $ | 2,638,255 | Kevin Valentine(7) | 17,508 | $ | 1,054,507 | | 26,260 | $ | 1,581,640 | | 43,768 | $ | 2,636,147 | Carla Heiss(8) | 10,316 | $ | 621,333 | | 15,474 | $ | 931,999 | | 25,790 | $ | 1,553,332 |
(1)Amounts appearing in this column include (1) time-based restricted shares granted by the Company in February 2019, 2020, and 2021 to each of our Named Executive Officers (other than Ms. Heiss for 2019 and 2020), and (2) time-based restricted shares granted by the Company to Ms. Heiss in December 2019. The share grants have three-year cliff vesting contingent upon continued employment with the Company. (2)The closing price of the Company’s common shares on December 31, 2021 was $60.23. (3)Amounts appearing in this column include (1) performance-based restricted shares granted by the Company in February 2019, 2020, and 2021 to each of our Named Executive Officers (other than Ms. Heiss for 2019 and 2020), and (2) performance-based restricted shares granted by the Company to Ms. Heiss in December 2019. The performance-based restricted share grants have three-year cliff vesting contingent upon continued employment with the Company, and are also contingent upon meeting certain performance-based criteria, as described above in the Compensation Discussion and Analysis. The amounts appearing in this column assume that the maximum number of performance-based restricted shares will be earned. (4)Mr. Sondey’s restricted shares vest as follows: 84,409 on January 1, 2022, 78,368 on January 10, 2023, and 68,929 on January 10, 2024 (which all include the maximum of the performance-based share grants). (5)Mr. Burns’ restricted shares vest as follows: 17,820 on January 1, 2022, 15,997 on January 10, 2023 and 13,654 on January 10, 2024 (which all include the maximum of the performance-based share grants). (6)Mr. O’Callaghan’s restricted shares vest as follows: 16,506 on January 1, 2022, 14,704 on January 10, 2023 and 12,593 on January 10, 2024, (which all include the maximum of the performance-based share grants). (7)Mr. Valentine’s restricted shares vest as follows: 16,131 on January 1, 2022, 14,382 on January 10, 2023 and 13,255 on January 10, 2024 (which all include the maximum of the performance-based share grants). (8)Ms. Heiss’ restricted shares vest as follows: 14,125 on December 3, 2022 and 11,665 on January 10, 2024 (which includes the maximum of the performance-based share grants). (1)
| Amounts appearing in this column include (1) time-based restricted shares granted by the Company in February 2018, 2019, and 2020 to each of our Named Executive Officers (other than Ms. Heiss), and (2) time-based restricted shares granted by the Company to Ms. Heiss in December 2019. The share grants have three-year cliff vesting contingent upon continued employment with the Company. | | | | |
(2) 54 | The closing price of the Company’s common shares on December 31, 2020 was $48.51.TRITON |
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(3)
| Amounts appearing in this column include (1) performance-based restricted shares granted by the Company in February 2018, 2019, and 2020 to each of our Named Executive Officers (other than Ms. Heiss), and (2) performance-based restricted shares granted by the Company to Ms. Heiss in December 2019. The performance-based restricted share grants have three-year cliff vesting contingent upon continued employment with the Company, and are also contingent upon meeting certain performance-based criteria, as described above in the Compensation Discussion and Analysis. The amounts appearing in this column assume that the maximum number of performance-based restricted shares will be earned. |
(4)
| Mr. Sondey’s restricted shares vest as follows: 68,341 on January 1, 2021, 84,409 on January 1, 2022, and 78,368 on January 10, 2023 (which all include the maximum of the performance-based share grants). |
(5)
| Mr. Burns’ restricted shares vest as follows: 15,133 on January 1, 2021, 17,820 on January 1, 2022, and 15,997 on January 10, 2023 (which all include the maximum of the performance-based share grants). |
(6)
| Mr. O’Callaghan’s restricted shares vest as follows: 13,018 on January 1, 2021, 16,506 on January 1, 2022, and 14,704 on January 10, 2023 (which all include the maximum of the performance-based share grants). |
(7)
| Mr. Valentine’s restricted shares vest as follows: 12,204 on January 1, 2021, 16,131 on January 1, 2022, and 14,382 on January 10, 2023 (which all include the maximum of the performance-based share grants). |
(8)
| Ms. Heiss’ restricted shares vest as follows: 14,125 on December 3, 2022 (which includes the maximum of the performance-based share grants). |
OPTIONS EXERCISED AND STOCK VESTED TABLEOptions Exercised and Stock Vested TableThe shares shown in the table below represent time-based and performance-based shares that vested on January 1, 2020.2021. The closing share price on January 1, 20202021 was $40.20.$48.51. We do not grant stock options to our executives as part of our equity incentive program. | Brian M. Sondey | | | — | | | $— | | | John Burns | | | — | | | $— | | | John F. O’Callaghan | | | 9,204 | | | $370,001 | | | Kevin Valentine | | | — | | | $— | | | Carla Heiss | | | — | | | $— | |
PENSION BENEFITS | | | | | | | | | | | | | Stock Awards | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Brian M. Sondey | 68,341 | | $ | 3,315,222 | | John Burns | 15,133 | | $ | 734,102 | | John F. O’Callaghan | 13,018 | | $ | 631,504 | | Kevin Valentine | 12,204 | | $ | 592,016 | | Carla Heiss | — | | $ | — | |
Pension Benefits We do not provide our Named Executive Officers with any plans providing for payments or other benefits at, following or in connection with retirement, other than our tax-qualified defined contribution 401(k) plan and our UK Stakeholders Scheme for Mr. O’Callaghan. NONQUALIFIED DEFERRED COMPENSATIONNonqualified Deferred Compensation We do not provide our Named Executive Officers with any plans providing for nonqualified deferred compensation. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Potential Payments Upon Termination or Change in Control This section describes and quantifies the payments and benefits that our Named Executive Officers would have been eligible to receive from us under each contract, agreement, plan or arrangement entered into, sponsored or maintained by the Company that provides for payments or benefits in connection with a termination of employment or a change in control of the Company. The payments and benefits set forth in the table are based on the employment agreement with Mr. Sondey and the Employee Severance Plan and non-compete agreements that applied to each of the Named Executive Officers (other than Mr. Sondey) as in effect on December 31, 2021. In February 2022, the Company adopted the Executive Severance Plan which supersedes these arrangements. Please refer to the “Compensation Analysis and Discussion” section of this proxy statement for additional information regarding the Executive Severance Plan. The quantitative disclosure provided in this section assumes that the applicable termination of employment or change in control of the Company occurred on December 31, 2020,2021, and that the closing price per common share to the extent applicable is equal to the closing share price on December 31, 20202021 of $48.51.$60.23. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Benefit | | Termination Event | | | | | Termination without Cause or with Good Reason | Termination without Cause or with Good Reason in connection with a Change of Control | Termination due to death or disability | Brian M. Sondey | | Cash Severance(1) | | $ | 2,925,000 | | $ | 2,925,000 | | $ | 2,925,000 | | | | Restricted Stock(2) | | $ | 10,710,498 | | $ | 15,024,764 | | $ | 15,024,764 | | | | Non-Compete(1) | | $ | 975,000 | | $ | 975,000 | | $ | — | | | | Other(1)(5) | | $ | 16,876 | | $ | 16,876 | | $ | — | | | | TOTAL | | $ | 14,627,374 | | $ | 18,941,640 | | $ | 17,949,764 | | John Burns | | Cash Severance(4) | | $ | 487,385 | | $ | 487,385 | | $ | — | | | | Restricted Stock(2) | | $ | 2,225,702 | | $ | 3,080,306 | | $ | 3,080,306 | | | | Non-Compete(3) | | $ | 495,000 | | $ | 495,000 | | $ | — | | | | Other(5) | | $ | 16,876 | | $ | 16,876 | | $ | — | | | | TOTAL | | $ | 3,224,963 | | $ | 4,079,567 | | $ | 3,080,306 | | John F. O’Callaghan(6) | | Cash Severance(4) | | $ | 483,813 | | $ | 483,813 | | $ | — | | | | Restricted Stock(2) | | $ | 2,054,244 | | $ | 2,842,440 | | $ | 2,842,440 | | | | Non-Compete(3) | | $ | 491,373 | | $ | 491,373 | | $ | — | | | | Other(5) | | $ | 13,470 | | $ | 13,470 | | $ | — | | | | TOTAL | | $ | 3,042,900 | | $ | 3,831,096 | | $ | 2,842,440 | | Kevin Valentine | | Cash Severance(4) | | $ | 393,846 | | $ | 393,846 | | $ | — | | | | Restricted Stock(2) | | $ | 2,008,354 | | $ | 2,837,984 | | $ | 2,837,984 | | | | Non-Compete(3) | | $ | 400,000 | | $ | 400,000 | | $ | — | | | | Other(5) | | $ | 17,802 | | $ | 17,802 | | $ | — | | | | TOTAL | | $ | 2,820,002 | | $ | 3,649,632 | | $ | 2,837,984 | | Carla Heiss | | Cash Severance(4) | | $ | 413,538 | | $ | 413,538 | | $ | — | | | | Restricted Stock(2) | | $ | 914,170 | | $ | 1,644,282 | | $ | 1,644,282 | | | | Non-Compete(3) | | $ | 420,000 | | $ | 420,000 | | $ | — | | | | Other(5) | | $ | 12,608 | | $ | 12,608 | | $ | — | | | | TOTAL | | $ | 1,760,316 | | $ | 2,490,428 | | $ | 1,644,282 | |
(1)As described in the section “Employment Agreement with Mr. Sondey” on page 50. (2)See the “Outstanding Equity Awards at Fiscal Year End” table on page 54. Amounts shown assume all restricted shares not granted in the year of termination fully vest, including performance-based shares vested at maximum, and accrued dividends as of December 31, 2021. (3)As described in the section “Non-Compete Agreements” on page 50. (4)As described in the section “Employee Severance Plan” on page 50. Assumes each Named Executive Officer will receive the maximum cash severance award under the Employee Severance Plan. (5)Includes health and welfare benefits and outplacement services as provided under the Employee Severance Plan. (6)Amounts shown in the table use a conversion rate of USD 1.331 to GBP 1.0. TABLE OF CONTENTS
| Brian M. Sondey | | | Cash Severance(1) | | | $2,850,000 | | | $2,850,000 | | | $2,850,000 | | | | | | Restricted Stock(2) | | | $8,190,345 | | | $12,158,901 | | | $12,158,901 | | | | | | Non-Compete(1) | | | $950,000 | | | $950,000 | | | $— | | | | | | Other (1)(5) | | | $15,958 | | | $15,958 | | | $— | | | | | | TOTAL | | | $12,006,303 | | | $15,974,859 | | | $15,008,901 | | | | | | | | | | | | | | | | | | John Burns | | | Cash Severance(4) | | | $467,692 | | | $467,692 | | | $— | | | | | | Restricted Stock(2) | | | $1,767,699 | | | $2,577,788 | | | $2,577,788 | | | | | | Non-Compete(3) | | | $475,000 | | | $475,000 | | | $— | | | | | | Other(5) | | | $15,958 | | | $15,958 | | | $— | | | | | | TOTAL | | | $2,726,349 | | | $3,536,438 | | | $2,577,788 | | | | | | | | | | | | | | | | | | John F. O’Callaghan(6) | | | Cash Severance(4) | | | $468,332 | | | $468,332 | | | $— | | | | | | Restricted Stock(2) | | | $1,582,671 | | | $2,327,282 | | | $2,327,282 | | | | | | Non-Compete(3) | | | $475,650 | | | $475,650 | | | $— | | | | | | Other(5) | | | $14,427 | | | $14,427 | | | $— | | | | | | TOTAL | | | $2,541,080 | | | $3,285,691 | | | $2,327,282 | | | | | | | | | | | | | | | | | | Kevin Valentine | | | Cash Severance(4) | | | $379,077 | | | $379,077 | | | $— | | | | | | Restricted Stock(2) | | | $1,518,351 | | | $2,246,656 | | | $2,246,656 | | | | | | Non-Compete(3) | | | $385,000 | | | $385,000 | | | $— | | | | | | Other(5) | | | $16,807 | | | $16,807 | | | $— | | | | | | TOTAL | | | $2,299,235 | | | $3,027,540 | | | $2,246,656 | | | | | | | | | | | | | | | | | | Carla Heiss | | | Cash Severance(4) | | | $393,846 | | | $393,846 | | | $— | | | | | | Restricted Stock(2) | | | $715,290 | | | $715,290 | | | $715,290 | | | | | | Non-Compete(3) | | | $400,000 | | | $400,000 | | | $— | | | | | | Other(5) | | | $12,023 | | | $12,023 | | | $— | | | | | | TOTAL | | | $1,521,159 | | | $1,521,159 | | | $715,290 | |
(1)
| As described in the section “Employment Agreement with Mr. Sondey” on page 33. | | | | |
(2) 56 | See the “Outstanding Equity Awards at Fiscal Year End” table on page 37. Amounts shown assume all restricted shares not granted in the year of termination fully vest, including performance-based shares vested at maximum, and accrued dividends as of December 31, 2020. |
(3)
| As described in the section “Non-Compete Agreements” on page 34. |
(4)
| As described in the section “Employee Severance Plan” on page 34. Assumes each Named Executive Officer will receive the maximum cash severance award under the Employee Severance Plan. |
(5)
| Includes health and welfare benefits and outplacement services as provided under the Employee Severance Plan. |
(6)
| Amounts shown in the table use a conversion rate of USD 1.334 to GBP 1.0.TRITON |
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2016 Equity Incentive Plan In the event that a Change in Control (as defined in Triton’s 2016 Equity Incentive Plan) occurs and a participant’s employment is subsequently terminated by the Company or its affiliates without Cause or by the participant for Good Reason (in each case as defined in the 2016 Equity Incentive Plan) within the two years following the Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges (a) any and all options and SARs granted under the 2016 Equity Incentive Plan shall become immediately exercisable and (b) any restriction periods and restrictions imposed on restricted shares or other awards shall lapse and performance conditions shall be deemed to be fully achieved and vest at maximum. Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 20202021 with respect to outstanding awards and shares remaining available for issuance under the Company’s existing equity compensation plan. Information is included in the table as to common shares that may be issued pursuant to Triton’s equity compensation plan. | Equity compensation plans approved by security holders(1) | | | 297,260(2) | | | N/A | | | 3,338,852 | | | Equity compensation plans not approved by security holders | | | N/A | | | N/A | | | N/A | | | Total | | | 297,260 | | | N/A | | | 3,338,852 | |
| | | | | | | | | | | | | | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | (a) | | (b) | (c) | Equity compensation plans approved by security holders | 299,138 | | (1) | N/A | 3,088,409 | | Equity compensation plans not approved by security holders | N/A | | N/A | N/A | TOTAL | 299,138 | | | N/A | 3,088,409 | |
(1)Represents the number of performance-based restricted common shares that can be earned based on maximum performance under these awards. The weighted average exercise price of the restricted shares identified in column (a) is listed as N/A since such restricted shares do not have an exercise price or purchase price. Pursuant to SEC guidance, time-based restricted common shares that were issued and outstanding as of December 31, 2021 are not included in column (a) or (c) of this table. (1)
| Represents the 2016 Equity Incentive Plan. |
(2)
| Represents the number of performance-based restricted common shares that can be earned if the Company’s TSR over the three-year performance period is in the top one-third of the list of peer companies. The weighted average exercise price of the restricted shares identified in column (a) is listed as N/A since such restricted shares do not have an exercise price or purchase price. Pursuant to SEC guidance, time-based restricted common shares that were issued and outstanding as of December 31, 2020 are not included in column (a) or (c) of this table. |
The Dodd-Frank Wall Street ReformPursuant to SEC rules, we are required to calculate and Consumer Protection Act (Dodd-Frank Act) requires the Company to determinedisclose the ratio of the CEO’s annual total compensation (as calculated in the Summary Compensation Table) to that of the Company’s median employee.
To determine the median employee, we made a direct determination from our global employee population (other than our CEO) of approximately 242237 individuals. We established a consistently applied compensation measure inclusive of base pay, overtime, annual incentives, and allowances to identify the Company’s median employee. Our employee population was evaluated as of December 31, 2020,2021, and reflects compensation paid from January 1, 2020,2021, through December 31, 2020.2021. Where allowed under the applicable SEC rule, we have annualized compensation for full-time and part-time employees newly hired in 2020.2021. Non-U.S. compensation was converted to U.S. dollars based on the applicable exchange rates as of December 31, 2020.2021. Based on the above, the annual total compensation for the median employee for 20202021 was $125,349.$136,223. Using the CEO’s total 20202021 compensation of $4,975,895$5,768,732 as presented in the Summary Compensation Table, the resulting ratio is 40:42:1. 40
| | | | | | | | | | | | | | | | PROPOSAL 3 | | Appointment of Independent Auditors and Authorization of Remuneration | | | The Board of Directors recommends a vote “FOR” the appointment of KPMG LLP as Triton’s independent auditors for the fiscal year ending December 31, 2022 and the authorization of the Audit Committee to determine the independent auditors’ remuneration. | | | | |
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ADVISORY VOTE TO APPROVE THE COMPENSATION
OF NAMED EXECUTIVE OFFICERS
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or “Dodd-Frank Act,” and the rules of the Securities and Exchange Commission, Triton is providing shareholders with the opportunity to cast an advisory vote on the compensation of its Named Executive Officers as disclosed in this proxy statement. This proposal, which is commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to cast non-binding, advisory votes on the compensation of our Named Executive Officers. Based on the results of the May 10, 2017 shareholder vote on the frequency of holding the advisory vote on the compensation of our Named Executive Officers, and consistent with our recommendation our Board of Directors has determined that Triton will hold an advisory vote on executive compensation every year.
As described in the Compensation Discussion and Analysis section of this proxy statement, Triton seeks to provide its senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow Triton to recruit and retain high-quality individuals. Triton seeks to structure its compensation plans so that they are straightforward for the executives and shareholders to understand and value, and relatively easy for the Company to administer. Triton links a portion of overall compensation to short-term and long-term measures of performance to motivate senior executives and align their interests with those of our shareholders.
The purpose of this proposal is to provide an advisory vote on the overall compensation of the Company’s Named Executive Officers. Accordingly, the Board of Directors will request that the Company’s shareholders vote on the following resolution at the Annual Meeting of Shareholders:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the Annual Meeting, including in the Compensation Discussion and Analysis, the compensation tables and other related disclosures of the Company’s Proxy Statement.”
While the advisory vote we are asking you to cast is not binding on the Company, the Board of Directors values the opinions of our shareholders regarding the compensation of Triton’s Named Executive Officers. Your advisory vote will serve as an additional tool to guide the Board of Directors and Compensation and Talent Management Committee in the alignment of Triton’s executive compensation programs with the interests of the Company and our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
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REPORT OF THE AUDIT COMMITTEEThe Audit Committee reviews Triton’s financial reporting processes on behalf of the Board of Directors. The Audit Committee is currently composed of four independent directors. Each member of the Audit Committee, is financially literate, as that qualification is interpreted by Triton’s Board of Directors in its business judgment. Further, Mr. Alspaugh qualifies and is designated as an “audit committee financial expert” as such term is defined in rules adopted by the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors.
Management has the primary responsibility for the financial statementsrecommended and the reporting process, including the system of internal controls. The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of Triton’s financial statements, oversight with respect to the Company’s disclosure controls and procedures and internal control over financial reporting, the evaluation and retention of Triton’s independent auditor, the work and performance of the Company’s internal audit function and compliance with legal and regulatory requirement and the Company’s ethical standards. The Audit Committee meets regularly with the head of internal audit to review the scope of internal audit activities, the results of internal auditsasks that have been performed, the adequacy of staffing, the annual budget and the internal audit department charter. In fulfilling its responsibilities, the Audit Committee meets with management and the independent registered public accounting firm to review and discuss Triton’s annual and quarterly financial statements, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Triton’s annual report on Form 10-K, any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or Form 10-Q with the Securities and Exchange Commission, and the items required to be discussed by PCAOB Auditing Standards No. 1301 (Communication with Audit Committees), for annual statements, and Statement of Auditing Standards 100 for quarterly statements.
The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations and the overall quality of Triton’s financial reporting. The Audit Committee also met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of Triton’s results and the assessment of Triton’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by Triton in its financial statements, as well as alternative treatments. Management represented to the Audit Committee that Triton’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from Triton and its management. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of permitted non-audit services to Triton is compatible with its independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from Triton and its management.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in Triton’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the Securities and Exchange Commission.
The Audit Committee
Robert W. Alspaugh, Chair
Malcolm P. Baker
Annabelle Bexiga
Kenneth Hanau
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RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has appointed the firm ofyou appoint KPMG LLP (“KPMG”), an independent registered public accounting firm, as our independent accountants of Tritonauditors for the fiscal year ending December 31, 2021. In the event that ratification of this selection is not approved by a majority of common shares represented at the Annual Meeting in person or by proxy 2022 and entitled to vote on the matter,authorize the Audit Committee to determine the independent auditors’ remuneration. KPMG has served as our independent auditors since 2014.
Pursuant to Bermuda law and our BoardBye-laws, an auditor is appointed at the annual general meeting or at a subsequent general meeting in each year and shall hold office until a successor is appointed. If our shareholders do not approve the appointment of Directors will reviewKPMG, the Audit Committee’s future selection of anCommittee will reconsider whether or not to retain KPMG as the Company’s independent registered public accounting firm.firm for the fiscal year ending December 31, 2022, but will not be obligated to terminate the appointment. Even if shareholders approve the appointment of KPMG, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders Representatives of KPMG LLP willare expected to be present at the Annual Meeting. Such representativesMeeting and will have an opportunity to make a statement, if desired, and will be available to respond to appropriate shareholder questions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS TRITON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
The following table sets forth the fees billed to or incurred by Triton for professional services rendered by KPMG, LLP, the Company’s independent registered public accounting firm, for the years ended December 31, 20202021 and 2019:2020: | Audit Fees | | | $1,988,334 | | | $2,186,365 | | | Audit-Related Fees | | | — | | | — | | | Tax Fees | | | 581,086 | | | 689,450 | | | All Other Fees | | | 337,000 | | | 90,000 | | | Total Fees | | | $2,906,420 | | | $2,965,815 | |
| | | | | | | | | | | | | | | | | | Type of Fees | 2021 | | 2020 | Audit Fees | $ | 2,243,130 | | $ | 1,988,334 | Audit-Related Fees | | — | | | | — | | Tax Fees | | 633,801 | | | | 581,086 | | All Other Fees | | 256,000 | | | | 337,000 | | TOTAL FEES | $ | 3,132,931 | | | $ | 2,906,420 | |
In accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services in connection with the audit of Triton’s consolidated financial statements included in its Annual Report on Form 10-K, and for services that are normally provided in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for services reasonably related to the performance of the audit, other than “audit fees,” such as internal control reviews, service organization control reports and other attestation services;fees”; “tax fees” are fees for tax compliance and tax advice; and “all other fees” are fees for any services not included in the first three categories, which were principally comprised of agreed upon procedures related to various debt issuances and ongoing debt compliance. Pre-Approval Policies and Procedures The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by KPMG LLP.KPMG. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. KPMG LLP and management are required to periodically report to the Audit Committee regarding the extent of services provided by KPMG LLP in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees set forth on the above table were pre-approved by the Audit Committee.
PROPOSAL 3 - APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF REMUNERATION TABLE OF CONTENTS
PROPOSAL 4Report of the Audit CommitteeAPPROVAL OF AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE PROVISIONS The Audit Committee is currently composed of five directors, each of which is independent as required by the listing standards of the NYSE and rules of the SEC. Each member of the Audit Committee is financially literate, as that qualification is interpreted by Triton’s Board of Directors in its business judgment. Further, Mr. Alspaugh and Ms. Ramdev qualify and are each designated as an “audit committee financial expert” as such term is defined in rules adopted by the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.
RELATING TO OUR FORMER SPONSOR SHAREHOLDERS
OurManagement has primary responsibility for Triton’s financial statements and the reporting process, including the systems of internal control over financial reporting. As more fully described in its charter, the primary purpose of the Audit Committee is to assist the Board believes that it isof Directors in fulfilling its oversight responsibilities with respect to matters involving the best interestsaccounting, auditing, financial reporting, internal control and legal compliance functions of the Company, and our shareholders to amend our Bye-laws to eliminate certain provisions relating to former significant shareholdersincluding oversight of (i) the integrity of the Company that are no longer applicable.Company’s financial statements, related disclosures and internal control over financial reporting; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Company’s independent auditors’ qualifications, independence and performance; and (iv) the performance of the Company’s internal audit function. KPMG, Triton’s independent registered public accounting firm, is responsible for planning and conducting an audit of Triton’s annual consolidated financial statements and a review of Triton’s quarterly financial statements and expressing opinions on the Company’s financial statements and internal control over financial reporting based on its audits.
In carrying out its responsibilities, the Audit Committee meets periodically with Triton’s management, KPMG and members of the internal audit function, both separately and collectively, to review accounting, auditing, internal control, ethics and compliance and financial reporting matters. The BoardAudit Committee has approved,discussed with KPMG and recommends our shareholders approve, the proposed amendments. The current Bye-laws include certain provisions that addressedinternal auditors the fact that Warburg Pincus LLCoverall scope of and Vestar Capital Partners, Inc. andplans for their respective affiliates (collectively,audits and activities, the “Sponsor Shareholders”results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. During 2021, the Audit Committee also reviewed the Company’s responses to the COVID-19 pandemic with respect to processes and procedures for preparing Triton’s consolidated financial statements, conducting internal audits and facilitating KPMG’s audit processes. Additionally, the Committee reviewed IT and cybersecurity risk management, significant legal and regulatory matters and the U.S. and non-U.S. tax regulatory environment.
Prior to the filing of Triton’s Annual Report on Form 10-K for the year ended December 31, 2021, the Audit Committee met and held discussions with KPMG and management to review and discuss matters related to the conduct of the audit, as well as Triton’s audited financial statements and internal control over financial reporting. The Audit Committee reviewed and discussed the critical accounting policies applied by Triton in the preparation of its financial statements as well as significant accounting estimates and judgments used by management in preparing the financial statements, new accounting standards, any critical audit matters identified by KPMG during the audit, and the disclosures in Triton’s consolidated financial statements. The Audit Committee also discussed with KPMG the matters required to be discussed with audit committees pursuant to the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) were significant shareholders ofand the SEC. In addition, the Audit Committee has reviewed and discussed with KPMG its independence from the Company and had director nomination rights under certain sponsor shareholder agreements entered intoits management and has received the written disclosures and letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Company. These Bye-law provisions consistAudit Committee concerning independence. The Audit Committee also has considered whether KPMG’s provision of waiverspermitted non-audit services to Triton is compatible with its independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from Triton and its management. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of corporate opportunitiesDirectors, and the Board of Directors approved, that the audited financial statements be included in favor ofTriton’s Annual Report on Form 10-K for the Sponsor Shareholders. year ended December 31, 2021, for filing with the Securities and Exchange Commission. The Sponsor Shareholders have since sold their shareholdings in the Company and their respective Sponsor Shareholder Agreements have terminated. Consequently, the provisions of our current Bye-laws referencing the Sponsor Shareholders are no longer applicable. If this Proposal 4 is approved, these sections will be removed. The proposed amendments are set forth in Appendix B. We urge you to review Appendix B before you vote.Audit Committee THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE PROVISIONS RELATED TO OUR FORMER SPONSOR SHAREHOLDERS.Robert W. Alspaugh, Chair
Malcolm P. Baker Annabelle Bexiga Kenneth Hanau Niharika Ramdev
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INFORMATION REGARDING BENEFICIAL OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERSInformation Regarding Beneficial Ownership of Management and Principal ShareholdersThe following tables show the beneficial ownership of our common shares on March 1, 20212022 by: •our directors and Named Executive Officers and all of our directors and executive officers as a group; and •each person who we know beneficially owns more than 5% of our common shares. Beneficial ownership, which is determined in accordance with the rules and regulations of the Securities and Exchange Commission, means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of our common shares. The number of common shares beneficially owned by a person includes common shares issuable with respect to options and convertible securities held by the person which are exercisable or convertible within 60 days. The percentage of our common shares beneficially owned by a person assumes that the person has exercised all options and converted all convertible securities the person holds which are exercisable or convertible within 60 days, and that no other persons exercised any of their options or converted any of their convertible securities. Except as otherwise indicated, the business address for each of the following persons is c/o Triton International Limited, Victoria Place, 5th5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. Except as otherwise indicated in the footnotes to the table or in cases where community property laws apply, we believe that each person identified in the table possesses sole voting and investment power over all common shares shown as beneficially owned by the person. The percentages of beneficial ownership are based on common shares outstanding, together with the individual’s restricted shares granted and not yet vested. | | | | | | | | | | Shares Beneficially Owned | Name of Beneficial Owner | Number | Percent | Brian M. Sondey(1) | 528,212 | | * | John Burns(1) | 79,459 | | * | John F. O’Callaghan(1) | 98,702 | | * | Kevin Valentine(1) | 38,450 | | * | Carla Heiss(1) | 20,927 | | * | Robert W. Alspaugh | 27,165 | | * | Malcolm P. Baker | 59,153 | | * | Annabelle Bexiga | 6,669 | | * | Claude Germain(2) | 47,331 | | * | Kenneth Hanau | 41,653 | | * | John S. Hextall | 29,153 | | * | Robert L. Rosner | 2,696 | | * | Niharika Ramdev | 1,457 | | * | Simon R. Vernon | 130,231 | | * | All directors and executive officers as a group (14 persons) | 1,111,258 | | 1.7% |
* None of the Directors or Named Executive Officers beneficially owned 1% or more of the Company’s outstanding shares. (1)For each Named Executive Officer, number of shares beneficially owned includes restricted shares granted in 2019, 2020, 2021, and 2022 as follows: Mr. Sondey (126,088); Mr. Burns (23,998); Mr. O’Callaghan (22,180); Mr. Valentine (22,674) and Ms. Heiss (20,927). (2)Includes 2,348 shares held by his spouse. | | | | Shares Beneficially Owned
| | 60 | Name of Beneficial Owner
| | | Number
| | | Percent
| | | Brian M. Sondey(1)
| | | 509,999
| | | *
| | | John Burns(1)
| | | 75,245
| | | *
| | | John F. O’Callaghan(1)
| | | 117,806
| | | *
| | | Kevin Valentine(1)
| | | 34,174
| | | *
| | | Carla Heiss(1)
| | | 15,474
| | | *
| | | Robert W. Alspaugh
| | | 35,969
| | | *
| | | Malcolm P. Baker
| | | 56,457
| | | *
| | | Annabelle Bexiga
| | | 3,819
| | | *
| | | David A. Coulter(2)
| | | 38,448
| | | *
| | | Claude Germain(3)
| | | 46,135
| | | *
| | | Kenneth Hanau
| | | 38,957
| | | *
| | | John S. Hextall
| | | 26,457
| | | *
| | | Robert L. Rosner
| | | —
| | | *
| | | Simon R. Vernon
| | | 227,535
| | | *
| | | All directors and executive officers as a group (14 persons)
| | | 1,225,607
| | | 1.8%
| |
*
| None of the Directors or Named Executive Officers beneficially owned 1% or more of the Company’s outstanding shares. |
(1)
| For each Named Executive Officer, number of shares beneficially owned includes restricted shares granted in 2019, 2020, and 2021 as follows: Mr. Sondey (180,030); Mr. Burns (37,563); Mr. O’Callaghan (34,094); Mr. Valentine (33,584) and Ms. Heiss (15,474). |
(2)
| Includes 1,020 shares held by the DC Dynasty Trust and SW Dynasty Trust. |
(3)
| Includes 2,348 shares held by his spouse.TRITON |
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INFORMATION REGARDING BENEFICIAL OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
| | | | | | | | | | Shares Beneficially Owned | Five Percent and Greater Shareholders | Number | Percent(1) | BlackRock Inc.(2) | 4,686,436 | | 7.2% | The Vanguard Group(3) | 7,822,215 | | 12.0% | Dimensional Fund Advisors LP(4) | 4,411,247 | | 6.8% |
TABLE OF CONTENTS (1)The percentages of beneficial ownership are based on 65,108,027 common shares of Triton International Limited outstanding as of March 1, 2022.(2)Based on the Schedule 13G/A filed with the SEC on February 3, 2022 by BlackRock, Inc., BlackRock Inc. had sole voting power over 4,537,166 common shares and sole dispositive power over 4,686,436 common shares it beneficially owned as of December 31, 2021. The principal business office address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. | BlackRock Inc.(2) | | | 4,898,935 | | | 7.3% | | | The Vanguard Group(3) | | | 6,814,054 | | | 10.1% | | | Dimensional Fund Advisors LP(4) | | | 5,040,198 | | | 7.5% | | | Wellington Management Group LLP(5) | | | 6,664,378 | | | 9.9% | |
(3)Based on the Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group. The Vanguard Group had sole dispositive power over 7,702,467 common shares, shared voting power over 61,902 common shares and shared dispositive power over 119,748 common shares it beneficially owned as of December 31, 2021. The principal business office address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.(4)Based on the Schedule 13G/A filed with the SEC on February 8, 2022 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power over 4,284,895 common shares and sole dispositive power over 4,411,247 common shares it beneficially owned as of December 31, 2021. The principal business office address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746. (1)
| The percentages of beneficial ownership are based on 67,372,008 common shares of Triton International Limited outstanding as of March 1, 2021. |
(2)
| Based on the Schedule 13G/A filed with the SEC on February 1, 2021 by BlackRock, Inc., BlackRock Inc. had sole voting power over 4,720,822 common shares and sole dispositive power over 4,898,935 common shares it beneficially owned as of December 31, 2020. The principal business office address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
(3)
| Based on the Schedule 13G/A filed with the SEC on March 10, 2021 by The Vanguard Group. The Vanguard Group had sole dispositive power over 6,693,275 common shares, shared voting power over 67,131 common shares and shared dispositive power over 120,779 common shares it beneficially owned as of February 26, 2021. The principal business office address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
(4)
| Based on the Schedule 13G/A filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power over 4,859,966 common shares and sole dispositive power over 5,040,198 common shares it beneficially owned as of December 31, 2020. The principal business office address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. |
(5)
| Based on the Schedule 13G/A filed with the SEC on February 3, 2021 by Wellington Management Group LLP. Wellington Management Group LLP had shared voting power over 5,689,648 common shares and shared dispositive power over 6,664,378 common shares it beneficially owned as of December 31, 2020. The principal business office address for Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210. |
Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934 requires Triton’s officers and directors, and holders of more than ten percent10% of a registered class of Triton’s equity securities, to file reports of ownership of such securities with the Securities and Exchange Commission. Officers, directors and greater than ten percent beneficial owners are required by applicable regulations to furnish Triton with copies of all Section 16(a) forms they file. Based on a review of the copies of Forms 3, 4 and 5 furnished to Triton and written representations by our directors and officers, Triton believes that all Section 16(a) filing requirements applicable to its officers, directors and 10% holders were filedcomplied with in a timely manner during 2020. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSTriton reviews all relationships and transactions in which it, its control persons and its directors and executive officers or their immediate family members are participants to determine whether such persons have2021, except for the following: a direct or indirect material interest in such relationships and transactions.
Triton’s Code of Ethics, Code of EthicsForm 5 for Chief Executive and Senior Financial Officers and Code of Conduct discourage all conflicts of interest and provide guidance with respect to conflicts of interest. Under these codes, conflicts of interest occur when private or family interests interfere in any way, or even appear to interfere, with Triton’s interests. Triton’s restrictions on conflicts of interest under these codes include related person transactions.
Triton has multiple processes for reporting conflicts of interests, including related person transactions. Under its Code of Ethics, all employees are requiredAnnabelle Bexiga to report any actual or apparent conflicts of interest, or potential conflicts of interest,shares acquired on December 24, 2020 pursuant to Triton’s General Counsel, the Vice President of Human Resources, the Chief Financial Officer, Internal Audit Director or other Company management as deemed appropriate. This information is revieweda dividend reinvestment plan administered by Triton’s Audit Committee, the Triton Board or its independent registered public accounting firm, as deemed necessary, and discussed with management. The following factors will generally be considered:Ms. Bexiga’s broker was inadvertently reported late on a Form 4 filed on September 17, 2021.
the nature of the related person’s interest in the transaction;
material terms of the transaction, including, without limitation, the amount and type of transaction;
the importance of the transaction to the related person;
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Information About the Annual Meeting and VotingTABLE OF CONTENTS
the importance of the transaction to Triton;
whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Triton; and
any other matters deemed appropriate with respect to the particular transaction.
Any member of the Triton Board who is a related person with respect to a transaction will be recused from the review of the transaction.
In addition, Triton annually distributes a questionnaire to its executive officers and members of the Triton Board requesting certain information regarding, among other things, their immediate family members, employment and beneficial ownership interests. This information is then reviewed for any conflicts of interest. At the completion of the annual audit, Triton’s Audit Committee and its independent registered public accounting firm review related person transactions and potential conflicts of interest with management.
Following Simon Vernon’s retirement as President of the Company, Mr. Vernon has served as the Company’s representative on the Board of Directors of the Through Transport (TT) Club, a mutual insurance company, and is paid $20,000 for each meeting of the Board of Directors of the TT Club that he attends. In 2020, he earned $40,000 for the meetings that he attended.
Additionally, Mr. Vernon is the Company’s representative on the Board of Directors of Tristar Container Services (Asia) Private Limited and is paid $40,000 a year, plus an additional $10,000 for meetings held in India. In 2020, he earned $40,000 in connection with his service. He is also reimbursed for reasonable expenses that he incurs in providing the above services.
Vestar Sponsor Shareholders Agreement
In connection with the closing of the merger of TCIL and TAL, the Company and Vestar Capital Partners Inc. and its affiliates (the “Vestar Sponsor Shareholders Group”) entered into the Vestar Sponsor Shareholders Agreement. Under this agreement, the Vestar Sponsor Shareholders Group had the ongoing right to nominate one individual for election as a director of the Company, subject to the approval by the Nominating and Corporate Governance Committee of any individuals so designated. The Vestar Sponsor Shareholders Agreement provided that it would terminate automatically when the Vestar Sponsor Shareholders Group no longer beneficially owned any of the Company’s common shares. In October 2020, the Vestar Sponsor Shareholders Group sold all of the Company common shares held by it in a registered secondary offering. The Company bore the costs of the secondary offering, other than underwriting discounts and commissions, in accordance with the provisions of the Vestar Sponsor Shareholders Agreement. Accordingly, upon the closing of the secondary offering, the Vestar Sponsor Shareholders Agreement terminated in accordance with its terms, other than certain non-solicitation, non-competition, confidentiality and miscellaneous provisions which survive the termination of the Sponsor Shareholders’ Agreement in accordance with their terms. Mr. Rosner formerly served as the nominee of the Vestar Sponsor Shareholders Group. For further information, please see the Company’s Current Reports on Form 8-K filed on July 14, 2016 and October 5, 2020.
Indemnification Agreements
The Company has entered into indemnification agreements (the “Indemnification Agreements”), in which the Company has agreed to provide each of Brian M. Sondey, John Burns, Simon R. Vernon, Carla Heiss, Robert W. Alspaugh, Malcolm P. Baker, Annabelle Bexiga, David A. Coulter, Claude Germain, Kenneth Hanau, John S. Hextall and Robert L. Rosner (each, an “Indemnitee”) with contractual assurance of each Indemnitee’s rights to indemnification against litigation risks and expenses, which indemnification is intended to be greater than that which is afforded by the Company’s organizational documents. Under the Indemnification Agreements, the Company agrees to indemnify and hold harmless, and provide advancement of expenses to, each Indemnitee against any and all expenses, liabilities and losses actually and reasonably incurred in connection with any actual, threatened, pending or completed legal proceedings arising out of, or by reason of, each Indemnitee’s service to the Company. Unless determined otherwise by a court of competent jurisdiction, the Company will indemnify and hold harmless any Indemnitee for all expenses, liabilities and losses actually and reasonably incurred by any such Indemnitee, or on any such Indemnitee’s behalf, in defending any such proceeding, if the relevant Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, the relevant Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGThis proxy statement and the accompanying Notice of Annual General Meeting of Shareholders are being furnished in connection with the solicitation by the Board of Directors of Triton International Limited (“Triton,” the “Company,” “us,” “our” or “we”) of proxies for use at the Annual General Meeting of Shareholders (the “Annual Meeting”) to be held virtually on April 27, 202126, 2022 at 12:00 p.m. Eastern Daylight Time, and at any adjournment or postponement thereof, for the purposes set forth in the preceding Notice of Annual General Meeting of Shareholders. This proxy statement and the proxy card for the Annual Meeting are first being made available to shareholders of record on or about March 17, 2021.16, 2022. This year’s Annual Meeting will be held online via live webcast. See “Important Information About the Virtual Shareholder Meeting” below for more information about the virtual meeting. The cost of soliciting proxies will be borne by Triton, and will consist primarily of preparing and distributing this proxy statement and the proxy card. Copies of the proxy materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of Triton’s common shares.
How do I access the proxy materials? We are providing access to our proxy materials (including this proxy statement and our 20202021 Annual Report) over the Internet pursuant to “notice and access” rules adopted by the SEC. Beginning on or about March 17, 2021,16, 2022, we will send Notices of Internet Availability of Proxy Materials (each, a “Notice”) by mail to shareholders entitled to notice of or vote at the Annual Meeting. The Notice includes instructions on how to view the electronic proxy materials on the Internet, which will be available to all shareholders beginning on or about March 17, 2021.16, 2022. The Notice also includes instructions on how to elect to receive future proxy materials by email and how to receive a printed set of proxy materials. If you choose to receive future proxy materials by email, next year you will receive an email with a link to the proxy materials and proxy voting site, and will continue to receive proxy materials in this manner until you terminate your election. We encourage you to take advantage of the availability of our proxy materials on the Internet. Who can vote? Only holders of record as of the close of business on March 1, 20212022 (the “Record Date”) of the common shares are entitled to vote at the Annual Meeting. On the Record Date, there were 67,372,00865,108,027 common shares issued and outstanding. What proposals will be voted on at the Annual Meeting? Shareholders will vote on the following proposals at the Annual Meeting: •the election of the nineten directors identified in this proxy statement to serve on our Board of Directors (Proposal 1); •an advisory vote to approve the compensation of our Named Executive Officers as described in this proxy statement (Proposal 2); the ratification of •the appointment of KPMG LLP as our independent registered public accounting firmauditors for the fiscal year ending December 31, 20212022 and the authorization of their remuneration (Proposal 3); and
the approval of amendments to our Bye-laws to eliminate provisions relating to our former sponsor shareholders (Proposal 4); and
•such other business as may properly be brought before the Annual Meeting (including any adjournment or postponement(s) thereof). In addition, in accordance with Section 84 of the Bermuda Companies Act and Sectionbye-law 39 of our Bye-Laws, our audited financial statements for the fiscal year ended December 31, 20202021 will be presented at the Annual Meeting. These audited financial statements are included in the 20202021 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.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING TABLE OF CONTENTS
How does our Board of Directors recommend that I vote on the proposals? 1.
| “FOR” the election of the nine directors identified in this proxy statement to serve on our Board of Directors until the 20221.“FOR” the election of the ten directors identified in this proxy statement to serve on our Board of Directors until the 2023 Annual General Meeting of Shareholders or until their respective successors are elected and qualified; 2.“FOR” the approval of the compensation of our Named Executive Officers as described in this proxy statement; and 3.“FOR” the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022 and the authorization of their remuneration. |
2.
| “FOR” the approval of the compensation of our Named Executive Officers as described in this proxy statement;
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3.
| “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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4.
| “FOR” the approval of amendments to our Bye-laws to eliminate provisions relating to our former Sponsor Shareholders.
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If any other matters properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion. How many votes can I cast? You will be entitled to one vote per common share owned by you on the Record Date on all matters. How do I vote by proxy? Vote by Internet The Notice, proxy card or voting instruction cardform contain instructions on how to view our proxy materials and vote your shares on the Internet. An electronic copy of this proxy statement and the 20202021 Annual Report are available at www.proxyvote.com.www.proxyvote.com. You may use the Internet to transmit your voting instructions until 11:59 p.m., Eastern Daylight Time, on April 26, 2021.25, 2022. You should have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You may also vote online during the Annual Meeting by following the instructions provided under “Important Information About the Virtual Shareholder Meeting.” Vote With Your Mobile Device Scan the QR code on your Notice, proxy card or voting instruction form with a mobile device and follow the instructions. Voting by mobile device will be available until 11:59 p.m., Eastern Daylight Time, on April 25, 2022. Vote by Telephone 1-800-690-6903 Call 1-800-690-6903 from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. To be valid, a submission by telephone must be received by 11:59 p.m., Eastern Daylight Time, on April 26, 2021.25, 2022. Vote by Mail Follow the instructions on your proxy or voting instruction cardform to vote on the proposals to be considered at the Annual Meeting. Sign, date and return the proxy card or voting instruction cardform as instructed. The proxy holders named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card or voting instruction cardform but do not vote on the proposals, the proxy holders will vote for you on the proposals. Unless you instruct otherwise, the proxy holders will vote ““FOR”FOR” the nominees proposed by our Board of Directors, ““FOR” FOR” the advisory approval of the compensation of our Named Executive Officers as described in this proxy statement and ““FOR”FOR the ratification of” the appointment of KPMG LLP as our independent registered public accounting firmauditors for the fiscal year ending December 31, 20212022 and “FOR” the approvalauthorization of the proposed amendments to our Bye-laws.their remuneration. What if other matters come up at the Annual Meeting? The matters described in this proxy statement are the only matters we know will be voted on at the Annual Meeting. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof, the proxy holders will vote your shares in their discretion.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING What can I do if I change my mind after I vote my shares? At any time before the vote at the Annual Meeting, youYou can revoke your proxy either by (i) giving our Secretary a written notice revoking your proxy, (ii) voting again on a later date on the Internet, by mobile device or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meetingdeadline for voting will be counted), (iii) signing, dating and returning
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to our Secretary a new proxy card bearing a later date or (iv) attending the Annual Meeting via the live webcast and voting online. Your online attendance at the Annual Meeting will not revoke your proxy unless you vote online during the meeting. All written notices or new proxiesNotices should be sent to our Secretary at Triton International Limited, at Victoria Place, 5th5th Floor, 31 Victoria Street, Hamilton HM 10 Bermuda.
Can I vote online during the Annual Meeting rather than by completing the proxy card?Meeting? Although we encourage you to vote in advance via the Internet, using your mobile device, by telephone, or by completing and returning the proxy card to ensure that your vote is counted, you can attend the Annual Meeting online and vote your shares online at that time. What do I do if my shares are held in “street name”? If your shares are held in the name of your broker, a bank, or other nominee, you will receive material from that party should give youfirm with instructions for voting your shares. Most brokers offer the ability of shareholders to submit voting instructions by mail by completing a voting instruction card,form, by telephone and over the Internet. What are broker non-votes? Broker non-votes are shares held in street name by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote those shares as to a particular matter. Under the rules of the New York Stock Exchange, your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposal 1 (election of directors), and Proposal 2 (advisory vote onto approve the compensation of Named Executive Officers) and Proposal 4 (amendments to our Bye-laws). However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3 (ratification of the appointment(appointment of KPMG LLP as our independent registered public accounting firmauditors for the fiscal year ending December 31, 2021)2022 and authorization of their remuneration). Broker non-votes are not counted for purposes of determining whether a proposal has been approved. What is a quorum? We will hold the Annual Meeting if a quorum is present. A quorum will be present if the holders of a majority of the common shares entitled to vote on the Record Date are present via the live webcast or by proxy at the Annual Meeting. Without a quorum, we cannot hold the meeting or transact business. If you vote via the Internet, by mobile device, by telephone, or sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on the proposals listed on the proxy card. Abstentions and broker non-votes will also be counted as present for purposes of determining if a quorum exists. What vote is necessary to approve the proposals? Passage of Proposal 1 (election of directors) requires, for each director, the affirmative vote of a majority of the votes cast. You will not be able to cumulate your votes in the election of directors. Approval of Proposal 2 (advisory vote to approve the compensation of Named Executive Officers) will requirerequires the affirmative vote of a majority of the votes cast, although such vote will not be binding on us. Approval of Proposal 3 (ratification of the appointment(appointment of KPMG LLP as our independent registered public accounting firmauditors for the fiscal year ending December 31, 2021)2022 and Proposal 4 (approvalauthorization of amendments to our Bye-laws) will requiretheir remuneration) requires the affirmative vote of the holders of a majority of the votes cast. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present; however, in tabulating the voting results for any particular proposal abstentions and broker non-votes will have no effect on the outcome of the matter. Who will count the votes? We have retained Broadridge Financial Solutions, Inc. to act as the inspector of election and tabulate the votes at the Annual Meeting. Who pays for the proxy solicitation? We will bear the expense of soliciting proxies for the Annual Meeting, including the costs of distributing proxy materials to our shareholders. In addition to solicitation by mail, directors, officers and other employees also may solicit proxies personally, by telephone or through electronic communications, but will not receive specific compensation for doing so. We may reimburse brokerage firms and others holding shares in their names or in names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to beneficial owners. We have engaged Innisfree M&A Incorporated to solicit proxies for an estimated fee of $10,000, plus expenses.
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING TABLE OF CONTENTS
Important Information About the Virtual Shareholder Meeting Triton International Limited’s 20212022 Annual Meeting will be conducted online only, via a live webcast. It is important to Triton that our shareholders are able to have robust participation rights in our virtual annual meeting. Below are some frequently asked questions regarding the virtual format for our Annual Meeting. Why is this meeting virtual only? In light of public health and safety concerns regarding the continuingongoing COVID-19 pandemic and related restrictions, and to provide expanded access, improved efficiency and cost savings for our shareholders and Triton, the Annual Meeting will be held online via live webcast. There will not be a physical location for the Annual Meeting and you will not be able to attend the Annual Meeting in person. We believe that holding a virtual meeting enables increased attendance and participation since shareholders can attend the meeting from any location with an internet connection, while saving the Company and our shareholders time and money. We have designed the meeting to offer substantially the same participation opportunities to our shareholders as an in-person meeting. Our directors will also attend the virtual meeting. How can I participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/TRTN2021TRTN2022 and log in with your 16-digit control number included in your proxy materials. When can I join the Annual Meeting online? You may begin to log into the virtual meeting platform beginning at 11:45 a.m. Eastern Daylight Time on April 27, 2021.26, 2022. The meeting will begin promptly at 12:00 p.m. Eastern Daylight Time on April 27, 2021.26, 2022. We encourage our shareholders to access the meeting prior to its start time. How can I ask questions and vote? We encourage you to vote in advance by visiting www.proxyvote.com.www.proxyvote.com. Shareholders may also vote and submit questions online during the meeting. To participate in the meeting webcast visit www.virtualshareholdermeeting.com/TRTN2021.TRTN2022. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform, entering your 16-digit control number included in your proxy materials, typing your question into the “Ask a Question” field, and clicking “Submit.” Questions pertinent to meeting matters will be addressed during the Annual Meeting, subject to time constraints. Questions or comments that relate to proposals that are not properly brought before the Annual Meeting, relate to matters that are not the proper subject for action by shareholders, are irrelevant to our business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are otherwise not suitable for the conduct of the Annual Meeting, in our reasonable discretion, will not be answered. Additional rules of conduct and procedures may apply during the Annual Meeting and will be available for you to review in advance of the meeting at www.virtualshareholdermeeting.com/TRTN2021.TRTN2022. What if I lost my 16-digit control number? You will be able to log in as a guest. To access the meeting webcast visit www.virtualshareholdermeeting.com/TRTN2021 TRTN2022and register as a guest. You will not be able to vote your shares or submit questions during the meeting if you access the meeting as a guest. What if I experience technical difficulties? We will have technical support available to assist you with any technical difficulties you may encounter accessing the virtual meeting. Please call 800-586-1548844-986-0822 or 303-562-9288303-562-9302 (International) for assistance. Technical support will be available beginning at 11:45 a.m. Eastern Daylight Time on April 27, 202126, 2022 through the conclusion of the Annual Meeting. What if I have additional questions? You may contact Triton Investor Relations at 914-697-2900. 51
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Shareholder Proposals for the 20222023 Annual Meeting Under Securities and Exchange Commission rules, if a shareholder wishes to submit a proposal to be considered for inclusion in our proxy statement for the 20222023 Annual General Meeting of Shareholders, the Company must receive the proposal in writing on or before November 17, 20212022 unless the date of the 20222023 Annual General Meeting of Shareholders is changed by more than 30 days from the date of the last annual general meeting, in which case the proposal must be received no later than a reasonable time before the Company begins to print and send its proxy materials. All proposals must comply with SEC Rule 14a-8 and should be sent to our Secretary, Triton International Limited, at Victoria Place, 5th5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. If a shareholder wishes to submit a proposal for business to be brought before the 20222023 Annual General Meeting of Shareholders outside of SEC Rule 14a-8, including with respect to shareholder nominations of directors, notice of such matter must be received by the Company, in accordance with the provisions of the Company’s Bye-Laws, no earlier than December 28, 20212022 and no later than January 27, 2022.2023. Notice of any such proposal also must include the information specified in our Bye-Laws and should be sent to Secretary, Triton International Limited, c/o Ocorian Services (Bermuda) Limited at Victoria Place, 5th5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. In addition to our Bye-Laws, please see the section titled “Director Nomination Process” for a description of the procedures to be followed by a shareholder who wishes to recommend a director candidate to the Nominating and Corporate Governance Committee for its consideration. Additionally, under Bermuda law, shareholders holding not less than five percent of the total voting rights or 100 or more shareholders together may require us to give notice to our shareholders of a proposal to be submitted at an annual general meeting. Generally, notice of such a proposal must be received by us at our registered office in Bermuda (located at Victoria Place, 5th5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda) not less than six weeks before the date of the meeting and must otherwise comply with the requirements of Bermuda law. Householding of Proxy Materials The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any other proxy materials that are delivered, to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers may household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once shareholders have received notice from their broker or us that materials will be sent in the householding manner to the shareholders’ address, householding will continue until otherwise notified or until the shareholder revokes such consent. If, at any time, shareholders no longer wish to participate in householding and would prefer to receive a separate proxy statement, they should notify their broker if shares are held in a brokerage account or if they hold registered shares they should contact our Investor Relations department at (914) 697-2900 or by mail at Victoria Place, 5th floor,5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. Any beneficial owner can request (i) to receive a separate copy of an annual report or proxy statement for this meeting, (ii) to receive separate copies of those materials for future meetings, or (iii) if the shareholder shares an address and wishes to request delivery of a single copy of annual reports or proxy statements, you can make your request in writing to your broker. Forward-Looking Statements This proxy statement contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipate,” “expect,” “intend,” “goal,” “target,” “seek,” “strive,” “potential,” “future,” “plan,” “forecast,” “believe,” “estimate,” “continue,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. In addition, any statements that refer to our future environmental and social objectives, management and/or financial performance, anticipated growth and trends in our business, our ability to recruit, hire or retain key employees or highly qualified and diverse directors or employees, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our expectations as of the date of this filing, or an earlier date if indicated, and involve many risks and uncertainties that TABLE OF CONTENTS
could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout our 20202021 Annual Report on Form 10-K that accompanies this proxy statement, and particularly the “Risk Factors” section included therein, as well as subsequent reports filed with the SEC. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Annual Report on Form 10-K A copy of Triton International Limited’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, as filed with the SEC, will be furnished without charge to beneficial shareholders or shareholders of record upon written request to Investor Relations at Triton International Limited, Victoria Place, 5th5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. ADJOURNMENT OF THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERSAdjournment of the 2022 Annual General Meeting of Shareholders In the event there are not sufficient votes to approve any proposal incorporated in this proxy statement at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies from holders of our common shares. Proxies solicited by our Board of Directors grant discretionary authority to vote for any adjournment, if necessary. If it is necessary to adjourn the Annual Meeting and adjournment is for a period of not less than 30 days, no notice of the time and place of the adjourned meeting is required to be given to our shareholders other than an announcement of the time and place of the Annual Meeting. A majority of the shares represented and voting at the Annual Meeting or a majority of the Board of Directors is required to approve the adjournment, regardless of whether there is a quorum present at that meeting. Other Business The Board of Directors does not intend to present any business at the Annual Meeting other than as set forth in the accompanying Notice of Annual General Meeting of Shareholders, and has no present knowledge that any others intend to present business at the Annual Meeting. If, however, other matters requiring the vote of the shareholders properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the accompanying proxy will have discretionary authority to vote the proxies held by them in accordance with their judgment as to such matters. March 17, 2021
| | | | | | | March 16, 2022 By Order of the Board of Directors | | | | | | | | /s/ Carla L. Heiss
Secretary |
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Appendix A-Reconciliation of Non-GAAP Financial Measures Non-GAAP Financial Measures This proxy statement includes certain non-GAAP financial measures and certain financial measures computed using non-GAAP components, as defined by the SEC.SEC, including Adjusted EPS (Adjusted net income per share-dluted), Adjusted return on equity and Cash flow before capital expenditures. These measures are not prepared in accordance with orGAAP and should not be considered as a substitute for the directly comparable GAAP measures, and our non-GAAP financial measures may be different from similar non-GAAP financial measures used by other companies. We have provided a reconciliation of our non-GAAP componentsmeasures to the most directly comparable GAAP measures or components. We exclude the effects of certain tax adjustments and other items net of tax for purposes of presenting net income, diluted earnings per share, and return on equitythese measures because we believe these items are not attributable to our business operations. ManagementIn addition to using these measures as compensation performance metrics, management utilizes this informationthese measures when analyzing financial performance because such amountsthey reflect the underlying operating results that are within management’s ability to influence. Accordingly, we believe presenting this information provides investors and other users of our financial statements with meaningful supplemental information for purposes of analyzing year-to-year financial performance on a comparable basis and assessing trends. Non-GAAP ReconciliationsReconciliation of Adjusted Net IncomeIncome/Adjusted EPS
(In thousands, except per share amounts) | Net income (loss) attributable to common shareholders | | | $288,417 | | | $339,041 | | | $349,555 | | | Add (subtract): | | | | | | | | | | | | Unrealized (gain) loss on derivative instruments, net | | | 282 | | | 3,063 | | | 384 | | | Debt termination expense | | | 21,522 | | | 2,105 | | | 5,444 | | | Transaction and other costs (income) | | | — | | | — | | | 79 | | | Gain on sale of building | | | — | | | — | | | (16,316) | | | State and other income tax adjustments | | | 1,390 | | | (517) | | | (881) | | | Tax benefit from vesting of restricted shares | | | (390) | | | (2,037) | | | — | | | Tax adjustments related to intra-entity asset transfer | | | 8,629 | | | — | | | 24,728 | | | Adjusted net income | | | $319,850 | | | $341,655 | | | 362,993 | | | Adjusted net income per share − Diluted | | | $4.61 | | | $4.57 | | | $4.52 | | | Weighted average number of common shares outstanding − Diluted | | | 69,345 | | | 74,700 | | | 80,364 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Twelve Months Ended, | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | Net income (loss) attributable to common shareholders | $ | 484,500 | | | $ | 288,417 | | | $ | 339,041 | | | $ | 349,555 | | | $ | 344,598 | | Add (subtract): | | | | | | | | | | Unrealized (gain) loss on derivative instruments, net | — | | | 282 | | | 3,063 | | | 384 | | | (1,150) | | Debt termination expense | 131,818 | | | 21,522 | | | 2,105 | | | 5,444 | | | 5,739 | | Insurance recovery income | — | | | — | | | — | | | — | | | (5,567) | | Transaction and other costs (income) | — | | | — | | | — | | | 79 | | | 7,631 | | Gain on sale of building | — | | | — | | | — | | | (16,316) | | | — | | One-time tax benefit related to U.S. statutory rate reduction | — | | | — | | | — | | | — | | | (139,359) | | State and other income tax adjustments | (1,453) | | | 1,390 | | | (517) | | | (881) | | | (393) | | Tax benefit from vesting of restricted shares | (683) | | | (390) | | | (2,037) | | | — | | | — | | Tax adjustments related to intra-entity asset transfer | — | | | 8,629 | | | — | | | 24,728 | | | — | | Adjusted net income | $ | 614,182 | | | $ | 319,850 | | | $ | 341,655 | | | $ | 362,993 | | | $ | 211,499 | | Adjusted net income per share – Diluted | $ | 9.16 | | | $ | 4.61 | | | $ | 4.57 | | | $ | 4.52 | | | $ | 2.78 | | Weighted average number of common shares outstanding – Diluted | 67,068 | | | 69,345 | | 74,700 | | 80,364 | | | 76,188 | |
Calculation of Adjusted Return on Equity
(In thousands) | Adjusted net income | | | $319,850 | | | $341,655 | | | $362,993 | | | | | | | | | | | | Average Shareholders’ equity | | | $2,010,255 | | | $2,136,109 | | | $2,174,714 | | | | | | | | | | | | Adjusted return on equity | | | 15.9% | | | 16.0% | | | 16.7% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Twelve Months Ended | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | Adjusted net income | $ | 614,182 | | | $ | 319,850 | | | $ | 341,655 | | | $ | 362,993 | | | $ | 211,499 | | | | | | | | | | | | Average Shareholders’ equity | $ | 2,187,185 | | | $ | 2,010,255 | | | $ | 2,136,109 | | | $ | 2,174,714 | | | $ | 1,799,188 | | | | | | | | | | | | Adjusted return on equity | 28.1% | | 15.9% | | 16.0% | | 16.7% | | 11.8% |
Non-GAAP Reconciliation of Cash Flow before Capital Expenditures (in thousands) | | | | | | | | | | | | | | | | | | | Twelve Months Ended, | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | Adjusted pre-tax Income | $ | 711,308 | | | $ | 393,039 | | | $ | 385,888 | | Interest and debt Expense | 222,024 | | | 252,755 | | | 313,933 | | Depreciation and amortization | 626,240 | | | 542,128 | | | 536,131 | | Adjusted EBITDA | 1,559,572 | | | 1,187,922 | | | 1,235,952 | | Principal payments on Finance Leases | 74,117 | | | 80,212 | | | 73,429 | | NBV of container disposals | 110,018 | | | 217,331 | | | 190,255 | | Major cash in flows | 1,743,707 | | | 1,485,465 | | | 1,499,636 | | Interest and debt Expense | (222,024) | | | (252,755) | | | (313,933) | | Preferred stock dividends | (45,740) | | | (41,362) | | | (13,646) | | Cash flow before capex | $ | 1,475,943 | | | $ | 1,191,348 | | | $ | 1,172,057 | |
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PROPOSED AMENDMENTS TO BYE-LAWS
1.1 2022 Proxy Statement | In these Bye-Laws, unless the context otherwise requires: |
Sponsor Shareholder: any of (i) Vestar Capital Partners, Inc. and its affiliated funds, or (ii) Warburg Pincus LLC and its affiliated funds;
26.7
| To the fullest extent permitted by applicable law and provided, where required under the Companies Acts, the interested Director declares his interest:
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26.7.1
| the Company, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any of the Sponsor Shareholders or any of their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Company and its subsidiaries), even if the opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and no such Person shall be liable to the Company or any of its subsidiaries (for breach of any duty or otherwise), as a director or officer or otherwise, by reason of the fact that such Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries; provided,that the foregoing shall not apply to any such Person who is a Director or officer of the Company, if such business opportunity is expressly offered to such Director or officer in writing solely in his or her capacity as a Director or officer of the Company. Any Person purchasing or otherwise acquiring any interest in any shares of the Company shall be deemed to have notice of and consented to the provisions of this Bye-Law 26.7.1. Neither the alteration, amendment or repeal of this Bye-Law 26.7.1 nor the adoption of any provision of these Bye-Laws inconsistent with this Bye-Law 26.7.1 shall eliminate or reduce the effect of this Bye-Law 26.7.1 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Bye-Law 26.7.1, would accrue or arise, prior to such alteration, amendment, repeal or adoption;
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26.7.2
| the Company hereby waives any claim or cause of action against the Sponsor Shareholders and their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries that may from time to time arise in respect of a breach by any such Person of any duty, obligation, right or interest disclaimed under Bye-Law 26.7.1; and
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26.7.3
| the provisions of this Bye-Law 26.7, to the extent that they restrict the liabilities of the Sponsor Shareholders and their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries otherwise existing at law or in equity, are agreed by the Company to replace such other liabilities of such Persons. A-2 |
| | | | | Triton International Limited Victoria Place, 5th Floor 31 Victoria Street Hamilton, HM 10 Bermuda https://www.tritoninternational.com
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