It is my pleasure to invite you to our annual meeting of shareholders, which will be held on Friday, April 30, 2021, at 9:00 a.m., local time, in a virtual format only at www.virtualshareholdermeeting.com/GTS2021.

At this year’s meeting, we will elect five directors to our Board of Directors, ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021, vote on an advisory resolution to approve the compensation of the Company’s named executive officers, and vote on several amendments to the Company’s Amended and Restated Articles of Incorporation. We will also act on any other business matter properly brought before the meeting.

This booklet, which includes a formal notice of the meeting and the proxy statement, details the business to be conducted at the meeting and provides additional information about us and the meeting that you should consider as you cast your vote. I appreciate the time and attention you devote to reading these materials and voting your shares.

Your vote is very important to us. I encourage you to vote as soon as possible whether or not you plan to attend the meeting. You may cast your vote over the Internet or by telephone according to the instructions in the proxy statement and the notice. As an alternative, if you requested and received a printed copy of the proxy card by mail, you may complete, sign and date the proxy card in accordance with the instructions set forth in the proxy statement. You may also return the completed proxy card by mail in the postage-paid envelope provided with your request.

On behalf of the Board, thank you for your continued interest and support.

This summary highlights certain information about Triple-S Management Corporation (the “Company,” “we,” “our,” or “us”) and certain information contained elsewhere in this proxy statement for the Company’s 2021 Annual Meeting of Shareholders (“the meeting”). This summary does not contain all of the information that you should consider. We encourage you to read the entire proxy statement carefully before voting.

At the meeting, shareholders are being asked to vote for one “Group 1” director for a term of two years, three “Group 2” directors for a term of three years, and one “Group 3” director for a term of one year. Each nominee, except Dr. Roberta Herman, currently serves as a director on our Board. Also, our Board has determined that each nominee, except for Dr. Luis A. Clavell-Rodríguez, is independent pursuant to the independence criteria outlined by the New York Stock Exchange (“NYSE”) and the BlueCross and BlueShield Association (“BCBSA”).

As a matter of good corporate governance, our shareholders are being asked to ratify the selection of Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for 2021. Below is a summary of the fees that we paid or accrued in connection with services provided by D&T for 2020 and 2019

Components of our compensation plan are summarized below. Some components are inapplicable to certain executives, as further described in this proxy statement. For more information on the compensation of our executive officers, see the “Compensation discussion and analysis” section of this proxy statement.

Our compensation program includes policies and practices that we believe promote good governance and align executive compensation with the interests of our shareholders.

The compensation of our named executive officers (“NEOs”) for 2020 is summarized below. For more information, see the narrative and notes accompanying the 2020 summary compensation tables included in this proxy statement.

For 2020, 73% of the total compensation approved for our CEO and 65% for our other NEOs was at-risk, variable compensation. Actual amounts realized depend on our annual and long-term performance and our Company’s stock price. Also, equity compensation granted comprised 58% of CEO compensation and 45% of all other NEOs compensation. We believe this compensation design promotes our executives to achieve the Company’s financial results while taking into consideration the impact of their decisions. The compensation mix of our CEO and our other NEOs is illustrated in the charts below, which considers maximum payout of approved performance equity grants and cash compensation.

Our Board has nominated Dr. Stephen L. Ondra as a Group 1 director for a two-year term until the 2023 annual meeting or until a successor is elected and qualified, Mr. Roberto García-Rodríguez, Ms. Gail B. Marcus and Dr. Roberta Herman to serve as Group 2 directors, each for a three-year term until the 2024 annual meeting or until a successor is elected and qualified, and Dr. Luis A. Clavell-Rodríguez to serve as a Group 3 director for a one-year term until the 2022 annual meeting or until a successor is elected and qualified.

Our Board is divided into three groups, with one group being elected each year and members of each group holding office for a three-year term. This classified board structure is required by our articles of incorporation and by the terms of our license agreement with the BCBSA. The Board currently consists of nine members: three Group 1 directors (with terms expiring at the 2023 annual meeting), four Group 2 directors (with terms expiring at the 2021 annual meeting), and two Group 3 directors (with terms expiring at the 2022 annual meeting). In consideration of Mr. Joseph A. Frick’s expressed preference to retire from the Board after his current term, the Board adopted the recommendation of the Governance and Sustainability Committee not to nominate him for an additional term as Director of the Company.

On July 10, 2020, the Board increased the total number of directorships to the current number, nine, in accordance with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws. On the same date, the Board elected Dr. Stephen L. Ondra to serve as a Group 1 independent director of the Company and fill the vacancy created by the increase of the number of directorship positions on the Board. Dr. Ondra’s appointment was effective October 1, 2020 and, in accordance with the Company’s Amended and Restated By-Laws, his term expires on the date of the 2021 annual shareholder’s meeting. Accordingly, the Board nominated Dr. Ondra to serve as a Group 1 director for a two-year term until the 2023 annual meeting.

In addition, our Amended and Restated Articles of Incorporation and our license agreement with the BCBSA require our Board to be comprised of three groups as equal in number as possible. Therefore, in order to meet such requirements, the Board decided to reclassify Dr. Luis A. Clavell-Rodriguez, currently a Group 2 director, as a Group 3 director and nominated Dr. Clavell-Rodriguez to serve as a Group 3 director for a one-year term until the 2022 annual meeting rather than a three-year term as a Group 2 director.

Finally, the Board nominated three individuals to serve as Group 2 directors, each for a three-year term. If the shareholders adopt the recommendations of the Board, following the annual meeting the Board shall consist of nine members: three Group 1 directors (with terms expiring at the 2023 annual meeting), three Group 2 directors (with terms expiring at the 2024 annual meeting), and three Group 3 directors (with terms expiring at the 2022 annual meeting), therefore meeting the requirements of our Amended and Restated Articles of Incorporation and our license agreement with the BCBSA. Each nominee except for Dr. Herman are current directors. The affirmative vote of a majority of the votes cast by the shares of common stock entitled to vote and present or represented by proxy at the meeting is required to elect each nominee. A “majority of votes cast” means that the number of votes cast in favor of the election of a director exceeds the number of votes cast against the election of that director (with abstentions and broker non-votes not counted as votes cast). In accordance with the Company’s corporate governance guidelines, if an incumbent director fails to receive the affirmative vote of a majority of the votes cast in a non-contested election, then following the announcement of the final results of the balloting of the election, such director will promptly tender his or her resignation to the Governance and Sustainability Committee. Any such resignation shall be effective only upon its acceptance by the Board of Directors. The Governance and Sustainability Committee will recommend to the Board of Directors whether to accept or reject the tendered resignation, or whether action should be taken. The Board of Directors will act on the recommendation of the Governance and Sustainability Committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the announcement of the final results of balloting for the election.

The persons named as proxies in the proxy card will vote for each of these nominees unless you instruct otherwise on the proxy card. Nominees have indicated their willingness and ability to serve, if elected. However, if

The following candidates for election have been nominated by the Board based on the recommendation of the Governance and Sustainability Committee. Below you will find information about the nominees and directors whose terms in office will continue after the meeting, as well as Mr. Frick’s biography, including their age, positions held, their principal occupation, business experience and directorships for at least the past five years, and the positions held on our Board’s committees, if any. In addition, we have included information regarding each nominee’s and director’s specific experience, qualifications, attributes and skills that led our Board to conclude that the nominees and directors should serve as members of the Board. We believe that all of our nominees and directors have a reputation of integrity, honesty and adherence to high ethical standards. Also, they each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company, which taken as a whole, enable the Board to satisfy its oversight responsibilities in light of our business and structure.

The information presented about each nominee for election and director continuing in office is as of the date of this proxy statement. Information about the number of shares of common stock beneficially owned by each of the nominees and directors appears below under the heading “Security ownership of certain beneficial owners and management.” See also “Other relationships, transactions and events.” There are no family relationships among any of our directors and executive officers. We encourage our shareholders to read the “Corporate Governance―Director nominations process” section of this proxy, for further details.

The Audit Committee has selected D&T as our independent registered public accounting firm for 2021. Our Board considers the selection of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the selection of D&T for ratification by shareholders.

Current law, rules, and regulation, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and supervise our independent registered public accounting firm. Although ratification by our shareholders is not required by our bylaws or otherwise, the Board believes submitting the selection of D&T is a matter of good corporate governance. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain D&T. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and those of our shareholders. Representatives of D&T are expected to attend the meeting and will be given an opportunity to make a statement if so desired and to respond to appropriate questions.

The affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present or represented by proxy at the meeting is required to ratify the selection of D&T as the Company’s independent registered public accounting firm for 2021.

The following is a description of the fees billed or accrued for the professional services rendered by D&T, our auditors for the years ended December 31, 2020 and 2019:

Audit fees. The audit fees for the years ended December 31, 2020 and 2019 corresponded to professional services rendered by D&T for the integrated audits of our annual consolidated financial statements and system of internal control over financial reporting, reviews of the financial statements included in our quarterly reports on Form 10-Q, and statutory audits required of our subsidiaries. Total audit fees for the year ended December 31, 2020 amounted to $3,358,000. These audit fees include $25,000 billed during the year ended 2020 related to additional work required for the December 31, 2019 audit, $12,000 additional billing related to a regulator’s examination and $15,000 related to an S-8 filing. Total amounts paid for sales and use tax and for reimbursed expenses for the year ended December 31, 2020 amounted to $117,320 (including $600 related to additional work required for the S-8 filing and $480 related to the regulator’s examination) and $116,295 for reimbursed expenses (including $75,978 that were billed during the year ended December 31, 2020 related to the audit of the year ended December 31, 2019).

Total fees related to the audit of the financial statements for the year ended December 31, 2019 amounted to $3,546,500, including $225,000 billed during the year ended 2019 related to additional work required for the December 31, 2018 audit, $15,000 additional billing related to a regulator’s examination. Total amounts paid for sales and use tax and for reimbursed expenses for the year ended December 31, 2019 amounted to $141,860 (including $9,000 that were billed during the year ended December 31, 2019 related to additional work required for the December 31, 2018 audit and $600 related to the regulator’s examination) and $194,578 for reimbursed expenses (including $74,000 that were billed during the year ended December 31, 2019 related to the audit of the year ended December 31, 2018).

SSAE 18 fees for the year ended December 31, 2019 amounted to $501,147 in audit-related fees, including $11,827 of reimbursed expenses and $18,820 of sales and use tax. In addition, included in the audit-related fees is the audit of the FEHBP, which amounted to $119,600, including the sales and use tax of $4,600. Agreed Upon Procedures were performed for the year ended December 31, 2019 for the Federal Employee Program amounting to $82,500 (including $4,500 of reimbursed expenses and $3,000 of sales and use tax).

All Other Fees. The Company contracted D&T to perform an assessment of the current operating model and provide organization design recommendations. For the year ended December 31, 2020, $54,385 were paid corresponding to expense reimbursements. The fees related to these approved non-audit services for the year ended December 31, 2019 amounted to $1,917,800, including reimbursed expenses of $173,200 and sales and use tax of $67,100.

Tax fees. Tax fees for services rendered in relation to Triple-S Blue, Inc. in Costa Rica amounted to $11,639 (including $1,339 of sales and use tax) for the year ended December 31, 2020 and $750 for the year ended December 31, 2019.

The Audit Committee must pre-approve all auditing and non-audit services rendered by our independent registered public accounting firm. Pre-approval, however, is not required for non-audit services if: (1) the aggregate dollar value of such services does not exceed five percent of the total fees paid by the Company to the external auditors during the fiscal year in which the non-audit services are provided; (2) if such services were not recognized as non-audit services at the time of the engagement; and (3) such services are promptly brought to the attention of and approved by the Audit Committee prior to the completion of the audit. In accordance with the foregoing, the Audit Committee pre-approved all audit and non-audit services provided by D&T in 2020.

Our Board believes our executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with our shareholders’ interests and support long-term value creation. We are presenting the following resolution, which provides you the opportunity to endorse or not endorse our executive compensation program:

In 2017, our shareholders voted that the compensation of our NEOs be presented to our shareholders on an annual basis. Our Board accepted our shareholders’ advisory vote, and in this proxy statement, we are asking our shareholders to provide advisory approval of the compensation of our NEOs, as such compensation is described in the section titled “Compensation Disclosure” of this proxy statement.

Our executive compensation program is designed to enable us to attract, motivate and retain executive talent, which is critical to our success. We seek to accomplish this in a way that rewards performance and is aligned with our shareholders’ long-term interests. We encourage our shareholders to review the information in “Compensation Disclosure—Compensation discussion and analysis” of this proxy statement, the executive-related compensation tables and the narrative disclosures that accompany the compensation tables for more detailed information on our executive compensation program and the decisions made by the Compensation and Talent Development Committee in 2020.

Also, Rule 14a-21 enables our shareholders to advise the Company on the frequency of their vote on the compensation of our NEOs. In 2017, our shareholders voted that such compensation be presented for shareholder’s advisory approval on an annual basis and the Board accepted the advice of our shareholders.

In accordance with Rule 14a-21 of the Exchange Act, the next shareholder vote on the frequency of the vote on executive compensation will be held no later than the 2023 annual meeting of shareholders.

The affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present or represented by proxy at the meeting is required to approve this proposal.

While our Board intends to carefully consider the vote resulting from the proposal, the vote is advisory in nature and it is not binding on the Company, the Board, or our Compensation and Talent Development Committee, nor will it create or imply any additional fiduciary duty for the Company, the Board, or the Compensation and Talent Development Committee. The shareholders’ vote will not overrule any decision made by our Board nor require the Board to take any action. However, the Compensation and Talent Development Committee and the Board value the opinions expressed by our shareholders in their vote on this proposal and will take into account the outcome of the vote when considering future executive compensation decisions regarding our NEOs.

Proposal 4 is presented by the Board to amend Article FIFTH of our Amended and Restated Articles of Incorporation (the “Articles” or “Articles of Incorporation”). It would eliminate all references in the Articles to Class A Shares of the Company which were converted in their entirety to Class B Common Stock on August 7, 2019.

On June 25, 2019, the Board of Directors authorized the conversion (the “Conversion”) of the Company’s remaining issued and outstanding Class A common shares into Class B common stock, effective July 16, 2019. The Board of Directors determined that the Conversion was timely because (i) it had been five (5) years since the completion of the Company’s initial public offering, (ii) the Conversion simplified the Company’s capital structure and (iii) a single class of publicly traded common shares would enhance long-term value for the Company’s shareholders.

As a result of the Conversion and in order to simplify the Articles by eliminating language that is now superfluous, the Board has determined that Article FIFTH of the Articles should be amended in order to eliminate all references to the Company’s Class A common stock.

The affirmative vote of a majority of the issued and outstanding shares of common stock, entitled to vote as of the record date, is required to approve this proposal.

Proposal 5 is presented by the Board to amend Article TENTH of our Articles. It would eliminate the classified board structure when permitted under the Company’s contractual obligations with the Blue Cross and Blue Shield Association (“BCBSA”).

The Articles of Incorporation of the Company currently require a classified board structure with three groups of directors, each group containing as close to one-third of the total number of directors as possible and each class of directors serving a three-year term. Such classified board structure is a requirement under the Company’s license agreement with the BCBSA. Based on leading corporate governance practices, the Board understands that the annual election of all board members provides the Corporation’s shareholders with more say as to who represents them. Therefore, the Board proposes this amendment to the shareholders so that it may be implemented without further shareholder action when it would not interfere with the Company’s existing contractual obligations.

The affirmative vote of a majority of the Company’s issued and outstanding shares of common stock, entitled to vote as of the record date, is required to approve this proposal.

Our Board has responsibility for establishing broad corporate policies and reviewing the Company’s overall performance rather than day-to-day operations. The Board also oversees our president and chief executive officer and other senior management and, in so doing, serves the Company’s and our shareholders’ best interests. The Board selects, evaluates and provides for the succession of executive officers, nominates individuals to serve as directors of the Company for election at annual shareholder meetings and elects individuals to fill any vacancies on the Board. It reviews and approves corporate objectives and strategies, evaluates significant policies and proposed major commitments of corporate resources, and participates in decisions that have a potential major economic impact on us. Management keeps the directors informed of our activity through regular written reports and presentations at Board and committee meetings.

Good corporate governance is paramount to ensure that we are managed for the long-term benefit of our shareholders. The Board engages in a regular process of reviewing our corporate governance practices and compares them to those suggested by various authorities in corporate governance and the practices of other public companies. The Board also reviews its policies and practices in light of proposed and adopted laws and regulation, including the rules of the SEC and the NYSE. We encourage you to read this section of our proxy statement, which provides information about our Board and our corporate governance practices.

Board oversight of our Company is guided by strong corporate governance, effective policies and practices, and high ethical standards. The following is an overview of our corporate governance structure:

You may visit the Governance section of our website at http://investors.triplesmanagement.com to find additional information about our Company’s corporate governance program and policies, including electronic copies of our corporate governance guidelines, our Code of Business Conduct and Ethics and Code of Ethics for Financial Managers and Supervisors, the charters of the Audit, Governance and Sustainability, and Compensation and Talent Development committees, and our Articles and bylaws. Shareholders may also request print copies of any of these documents, without charge, by contacting our Secretary, Carlos L. Rodríguez-Ramos, Esq., P.O. Box 363628, San Juan, Puerto Rico 00936-3628, or by calling during our business hours at (787) 749-4949, Ext. 8321953.

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) designed to support our commitment to integrity, ethical behavior and professionalism and to comply with the laws, rules and regulations that govern our business. Our Code of Ethics applies to our Board, officers, and employees, as well as to agents, consultants and other representatives when engaged by or otherwise representing our Company and its interests. Our Board, through the Audit Committee, monitors compliance with the Code of Ethics. The Company has also adopted a Code of Ethics for Financial Managers and Supervisors that is applicable to all financial personnel in supervisory roles of the Company and its affiliates and supplements the Company’s Code of Ethics.

Our Code of Ethics expresses the values and principles behind the way we conduct our business, including providing a positive and productive work environment, protecting the environment, fair dealing, avoiding conflicts of interest, and proper use of corporate resources, among others. The Code of Ethics also provides guidance and information on how to report violations and unethical behavior, including access to EthicsPoint, a confidential hotline operated by an independent service, available at the toll-free number 1-866-384-4277 or electronically through www.ethicspoint.com. Communications received by EthicsPoint are completely confidential and allow for shareholders, employees and other interested parties to report anonymously any violations or irregularities that could affect us without fear of retaliation or intimidation.

Any waiver of the Code of Ethics or of the Code of Ethics for Financial Managers and Supervisors may be made only by our Board. The Code of Ethics provides guidance and information on how to report suspicious or illegal activities and violations to our Code of Ethics. The Company intends to disclose any changes in, or waivers from, the Code of Ethics and the Code of Ethics for Financial Managers and Supervisors by posting such information on its website or as required by law or stock exchange rules or regulations. Our Board has not granted any waivers to the Code of Ethics.

Our director independence standards conform to those required by the NYSE and BCBSA. Under these standards, a director qualifies as “independent” if our Board affirmatively determines that the director has no material relationship with us other than as a director. In assessing whether a director has a material relationship with us, directly or as a partner, shareholder or officer of an organization that has a relationship with us, the Board uses the criteria outlined in Section 303A.02 of the NYSE Listed Company Manual. For relationships not covered by the NYSE guidelines, the determination of whether a material relationship exists is made by the members of our Board who are independent under said guidelines. Our Board has reviewed the relationships between the Company, including our subsidiaries or affiliates, and each board member, including each such director’s immediate family members.

The Board has affirmatively determined that all current directors are independent other than Dr. Clavell-Rodríguez and Mr. García-Rodríguez. The Board determined that Dr. Clavell-Rodríguez is not independent because Dr. Clavell-Rodríguez’s employer, San Jorge Children’s Medical Specialties PSC, received approximately $445,490.47 in insurance claims from the Company and its subsidiaries and affiliates during 2020. Mr. García-Rodríguez is not independent because he is our president and chief executive officer. Each of the independent directors has no relationship with us, other than any relationship that is categorically not material under the guidelines indicated above and other than as disclosed in this proxy statement under “Compensation Disclosure—Director Compensation” and “Other relationships, transactions and events.” The Board has determined that the relationships described in this proxy statement do not preclude a determination of independence because the relationships will not impair the applicable director’s ability to render an independent judgment.

Pursuant to NYSE and BCBSA requirements, neither non-independent directors nor our officers and employees, including those of our subsidiaries, are members of the Compensation and Talent Development, Audit or Governance and Sustainability committees.

The Board believes its current leadership structure best serves the oversight of management, its ability to carry out its roles and responsibilities on behalf of the shareholders, and the Company’s overall corporate governance. We believe that the separate roles of president and chief executive officer and chair of the board reflects the differences between the two roles. The president and chief executive officer is responsible for executing our strategic plan and overseeing the performance of our day-to-day operations, while the chair of the Board provides guidance to the president and chief executive officer, sets the agenda for Board meetings and presides over meetings of the Board and executive sessions of non-management directors.

Each director on our Board is free to call upon any director to provide leadership in a given situation. However, because Dr. Clavell-Rodríguez, our chair, is not independent, our Board appointed the vice chair of our Board, Ms. Dominguez, as lead independent director. Ms. Dominguez’ responsibilities as lead independent director include: presiding all meetings of the Board at which the chair of the Board is not present, serving as liaison between the chair of the Board and the independent directors, presiding over the executive sessions of the independent directors and having the authority to call meetings of the independent directors. The Board holds executive sessions with independent directors at least once a year. The Board periodically reviews the leadership structure and may make changes to the current structure in the future.

Our Board met six times during 2020. Each of the incumbent directors attended 75% or more of the aggregate meetings of the Board and each of the committees on which they served during the period for which such person has been a director during 2020. Directors are also kept informed of our business through meetings and other communications, including direct communications with our Board’s chair and others regarding matters of interest and concern to us and our shareholders. Mr. García-Rodríguez is the only director who is also an employee of the Company. He does not participate in any discussion or vote at any Board or committee meeting at which his compensation is evaluated.

Non-management directors meet regularly in executive sessions without management. Non-management directors are all our Board members who are not our officers and include directors, if any, who are not “independent” by virtue of the existence of a material relationship with us. The chair of the Board presides over these executive sessions, which are typically held in conjunction with each regularly scheduled meeting of the Board. Independent directors also meet at least once per year in executive session without management or directors who are not independent. Ms. Dominguez, the vice chair of the Board and lead independent director, presides over these executive sessions.

Our Board has five standing committees: Audit, Compensation and Talent Development, Governance and Sustainability, Finance, and Enterprise Risk Management. The responsibilities of each committee are set forth in its respective charters, which have been approved by the Board. Committees must review their respective charters and perform a self-evaluation at least annually. Each committee has the authority to engage, retain, and approve the fees and payment of advisors as deemed necessary or appropriate to carry out its responsibilities without further action by the Board. Such independent advisors may be the regular advisors to the Company.

The following table sets forth the current members of the Board and each of its committees.

Independence and other criteria. All members of the committee have been determined by the Board to meet the independence requirements under NYSE and BCBSA standards and Rule 10A-3(b)(1) of the Exchange Act. The Board has determined that each member of the committee is financially literate and has accounting and/or related

Additional information about the committee and its activities during 2020 is described in the Audit Committee Report contained in this proxy statement.

Independence. The Board has determined that each member of the committee is independent under the NYSE and BCBSA standards.

Compensation consultant. In 2020, the Compensation and Talent Development Committee retained Pay Governance LLC (“Pay Governance”), an independent compensation consulting firm, to assist the committee on matters related to executive and director compensation. The Board has determined that Pay Governance is an independent consultant pursuant to Section 10C of the Exchange Act. Pay Governance reports exclusively to the Compensation and Talent Development Committee and does not provide any additional services to us.

Pay Governance worked with the Compensation and Talent Development Committee to review the competitiveness of our executive pay levels relative to peer practices and the review of the design of our compensation program and our compensation policies to ensure they remain contemporary with prevailing best practices and support our stated business and compensation objectives. Pay Governance also provided the Committee with an update on executive compensation trends and regulatory developments, assisted the Compensation and Talent Development Committee in performing a risk assessment of our compensation programs, and in providing support for the preparation of our compensation disclosure in this proxy statement.

Independence. The Board has determined that each member of the committee is independent under the NYSE and BCBSA standards.

As part of the nominations process, the Governance and Sustainability Committee is responsible for determining the appropriate skills and characteristics required for new Board members in light of the current Board composition and for identifying qualified candidates for Board membership. The process followed by the committee to identify and evaluate candidates includes requests to Board members, senior management and others for recommendations, periodic meetings to evaluate biographical information and background material relating to potential candidates, and interviews of candidates identified by members of the committee and the Board.

In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, the Governance and Sustainability Committee applies the criteria set forth in our guidelines of corporate governance and its committee charter. Generally, the committee verifies that the selected individuals possess the following specific qualities or skills: experience or relevant knowledge, time availability and commitment, good reputation, analytical thinking, ability to work as a team, independent judgment, and ability to verbalize and present ideas in a rational and eloquent fashion. The committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. This process also takes into consideration our strategies, the annual peer and self-evaluations of each director, the fit between candidates’ qualifications and our needs, and applicable legal, regulatory and statutory requirements. The goal is to assemble a diverse board that is strong in its collective knowledge and consists of individuals who possess a variety of complementary attributes that serve the Company and its shareholders well. The Board is responsible for the final approval of new director candidates, as well as the nomination of existing directors for re-election.

Shareholders may recommend individuals for the Governance and Sustainability Committee to consider as potential director candidates in the Board’s slate of nominees by submitting their names and background to “Triple-S Management Corporation, Governance and Sustainability Committee,” at Triple-S Management Corporation, P.O. Box 363628, San Juan, PR 00936-3628. The committee will review the qualifications of recommended candidates if appropriate biographical information and background material are provided on a timely basis. Evaluation of such candidates will follow the same process, and apply the same criteria, as for candidates submitted by Board members, senior management or others. If the Board decides to nominate a shareholder-recommended candidate and recommends his or her election as a director by the shareholders, the name will be included in our proxy card for the shareholders’ meeting at which his or her election is recommended.

Shareholders also have the right to directly nominate director candidates, without any action or recommendation on the part of the Governance and Sustainability Committee or the Board, by following the procedures set forth in the Company’s bylaws and described in response to the question “How and when may I submit a shareholder proposal, including a shareholder nomination for director, for the 2022 annual meeting of shareholders?” in the “Information about voting, solicitation and the annual meeting” section of this proxy statement.

In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended nominees, including re-election of directors and candidates recommended by shareholders, the Governance and Sustainability Committee, in accordance with the Board’s diversity policy and the committee charter, will review certain criteria to ensure we benefit from a broad diversity of director experience, thoughts, viewpoints and backgrounds. The committee considers personal characteristics each individual must show in order to be considered as a director and those competencies represented in the Board to promote a balanced composition of knowledge, experience and abilities that will allow the Board to fulfill its responsibilities, as further described below.

The committee recognizes the value of inclusiveness on the Board and carefully considers the Board’s diversity in the director identification and nomination process by taking into consideration the personal attributes, the competencies, and other perspectives of the individuals considered for director. The committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We do not discriminate against nominees on the basis of race, color, gender, religion, national origin, sexual orientation, disability or any other basis prohibited by law.

The Board has the primary role, as a whole and through its committees, of overseeing the way in which management identifies and manages risks and providing guidance to management regarding their risk appetite and tolerance levels. Senior management is responsible for identifying significant risks, establishing tolerance levels, and developing and implementing the strategies, assessment, prioritization, mitigation and control of the Company’s most important risks. The Company maintains an Executive Risk Committee comprised of senior personnel that, among other things, ensures that the Company is maintaining effective risk management processes to identify, discuss, and communicate significant and emerging risks. Management is also responsible for identifying risk and risk controls related to significant business activities and Company objectives, and developing programs to determine the adequacy of risk identification, the balance of potential risk to potential reward, the appropriate manner in which to control risk, and the support of the risk-controlling behaviors and the risks to the Company’s strategy.

The Board receives management reports on the most significant potential risks that the Company faces and to what level and how the Company is seeking to control risk, where appropriate. On August 28, 2019, the Board constituted an Enterprise Risk Management Committee that has primary oversight over the Company-wide risk management program with an enterprise and strategic scope and, in coordination with other board committees, monitors and reviews the overall risk assessment for the Company’s most important risks. Additionally, each Board committee considers risks within its area of responsibility. For example, the Audit Committee oversees management of financial risks, including issues related to internal control over financial reporting, and our policies with respect to risk assessment and management. The Compensation and Talent Development Committee oversees the management of risks relating to our executive compensation structure, as well as enterprise risk management of human talent, organization and culture. Our Finance Committee oversees risks related to our investment policy, financial strategies, and corporate acquisitions and divestitures. While the Enterprise Risk Management Committee has primary responsibility for evaluating and overseeing the management of specific risks from a strategic point of view, such as cybersecurity and Information Management/IT Infrastructure, the entire Board is regularly informed about such risks through committee reports and concurrent sessions with other committees closely connected with certain risks. The Board also receives regular reports from members of senior management regarding areas of material risk to us, including operational, financial, legal, regulatory, strategic and reputational risks, and often

At Triple-S we know that sustainable business practices are essential to our success and the wellbeing of Puerto Rico. In recognition of the significance of such matters, in 2020 we assigned responsibility for the review and assessment of TSM’s environmental, social and governance (“ESG”) initiatives to the Governance and Sustainability Committee of our Board (which we also renamed to include the term “sustainability”). The Governance and Sustainability Committee is supported in its role by the Compensation and Talent Development Committee, which oversees human capital management strategy, including diversity, equity and inclusion (“DEI”), and the Enterprise Risk Management Committee and Audit Committee, which oversee the Company’s enterprise risk management and Code of Ethics for Financial Managers and Supervisors, respectively.

To ensure strong execution of our ESG initiatives, we have also established an executive-level Sustainability Committee, comprised of the Chief Legal Counsel, Chief Marketing and Communications Officer and Chief Human Resources Officer. The presidency of the Committee rotates on an annual basis and for the 2020-2021 period is chaired by the Chief Legal Counsel. As part of his responsibilities, the Chair of the Committee may call on external experts for advice and counsel, and will provide periodic updates to the Governance and Sustainability Committee regarding the Company’s progress on its ESG priorities.

We value diversity and strive for an inclusive culture. As of December 31, 2020, our workforce consisted of 3,911 full time employees serving a variety of business units, of which 73% identify as female. 50% of our executive team identifies as female and 68% of all company management identifies as female. Seven percent (7%) of the overall workforce has indicated a disability or special need. Given our location, nearly 100% of our workforce is Hispanic/Latino. Our workforce includes a variety of generations, from Baby Boomers to Generation Z, which provides for a rich work environment where diverse perspectives, ideas and views are considered valuable and a key factor to company long-term success.

At Triple-S we are in the business of protecting lives and contributing to the well-being and quality of life of the communities we serve. Our commitment to the communities we serve includes direct economic support and volunteer work through our social responsibility initiatives and robust employees’ voluntary work program that in 2020 provided more than 1,000 hours of volunteer work to several not-for-profit organizations. In fact, in 2020 we were recognized by United Way of Puerto Rico for our support to non-profits and non-governmental organizations. Among the organizations we supported in 2020 are World Central Kitchen, Banco Central de Alimentos de Puerto Rico, Bill’s Kitchen, Muscular Dystrophy Association, American Cancer Society, and Fundación Cáncer Pediátrico, among others. You may visit the Corporate Social Responsibility section of our website at https://triplesmanagement.com/en/corporate-responsibility to learn more about our corporate social responsibility initiatives and work through Fundación Triple-S, Inc., a 501(c)(3) nonprofit corporation.

Ensuring the safety and wellbeing of our employees is top priority for the Company. In response to the pandemic, we have implemented protocols to comply with social distancing and other health and safety standards as required by federal and local government agencies and public health authorities, offered remote work and hybrid work options for over 92% of our workforce, awarded Company-granted days that exceed regulatory requirements, and implemented flexible use of PTO according to individual needs.

To maintain a strong social connectivity with our employees, we implemented an initiative called HR Cares where members of our Human Resources Department made phone calls to our employees to understand how they were navigating the pandemic and identify any support we could provide. Additionally, we issued weekly wellness education communications and held a series of online sessions with senior leadership to update employees on pandemic matters and maintain focus on our 2020 workplan and goals. Each session included ample space for Q&A, encouraging direct, two-way interactions. We continued hosting traditional company social activities by creatively transforming them into virtual events. For example, we launched a virtual camp for children and celebrated International Dog Day with virtual activities. We also shifted all training and development programs to virtual format

We are committed to minimizing our impact on the environment. We use and promote the use of energy savings appliances and reflective paper on the windows of our largest facility to improve the efficiency of our air conditioning system, and are currently constructing a 60,000-gallon cistern that will collect rainwater to be used in the cooling tower of two of our main buildings. In terms of recycling, Triple-S has installed approximately 2,000 refurbished modular stations in the past 10 years, and has contracted with external suppliers for the collection of paper and electronic equipment for recycling purposes. Between 2019 and 2020 we recycled approximately 470,000 pounds of paper.

The Board will give appropriate attention to written communications on issues that are submitted by shareholders and other interested parties, and will respond as appropriate. Absent unusual circumstances or as otherwise contemplated by committee charters, the chair of the Board will, with the assistance of our chief legal counsel and Secretary and other personnel responsible to assist the Board and the Company with investor relations, be primarily responsible for monitoring communications from shareholders and other interested parties and provide copies or summaries of such communications to the other directors as they deem appropriate.

Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the chair of the Board considers to be important for the directors to review. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Shareholders and other interested parties may contact our Board or any individual director by the following methods:

The Board does not participate in daily management functions or operations of the Company or our subsidiaries. If you wish to contact the Company relating these matters, you may use the Contact Us form on our website, which will help you to direct your message to the appropriate area.

The following table contains information regarding the beneficial ownership of our Class B shares as of December 31, 2020, except as otherwise indicated, by the shareholders we know to beneficially own more than 5% of our outstanding Class B shares. These shareholders do not own Class A shares. Additionally, no Class A shareholders owns more than 5% of our outstanding Class A shares.*

The Company’s executive officers are listed below. Biographical information of Mr. García-Rodríguez, our president and chief executive officer, who also serves as director of the Company, is in the section entitled “Directors continuing in office- Management director” of this proxy statement.

This compensation discussion and analysis describes our executive compensation program, policies and practices applicable to our named executive officers (“NEOs”) and to other executive officers of our Company. For 2020, our NEOs were:

The Board’s Compensation and Talent Development Committee oversees the design and administration of our executive compensation program. The program is designed to support the attainment of our vision, financial and strategic goals and operating imperatives, apply good corporate governance principles, and align our interests with those of our shareholders. An effective executive compensation program recognizes individual contributions as well as overall business results, rewards executives for achieving our annual and long-term goals, aligns executive and shareholder interests and reflects responsible corporate governance practices to ultimately improve shareholder value. We believe the compensation of our executive officers reflects our results and further promotes the achievement of our goals.

The following table summarizes our compensation program and the decisions made by the Compensation and Talent Development Committee in 2020. These decisions considered the Company’s executive compensation philosophy, the Company’s financial and operating performance for 2019 and 2020, individual executive performance, prevailing compensation trends in our comparable group, which includes companies located in Puerto Rico and the United States, and our industry.

Our executive compensation program is designed to support our vision, our strategic and financial goals, and operating imperatives. It applies to our NEOs and other executive officers of our Company and subsidiaries.

Until an executive reaches his or her applicable ownership level, he or she must retain 50% of the equity received from long-term compensation plans (after meeting tax withholding obligations), and once the ownership level is met, he or she may not sell shares if doing so would cause his or her ownership to fall below that level. The Compensation and Talent Development Committee reviews progress toward meeting the ownership guidelines.

The Committee has also approved stock ownership guidelines for non-management directors. See the section entitled “Director compensation—Stock ownership guidelines for non-management directors” of this proxy statement for more information.

Consistent with our compensation philosophy, we aim to promote a high-performance culture with clear emphasis on accountability and variable pay that is tied to both short and long-term results. We accomplish this by delivering a significant portion of total NEO pay in variable, performance-based compensation.

Under our short-term cash incentive, payouts may range from zero to 150% of the target opportunity depending on the Company’s financial results relative to predetermined performance goals, achievement of important strategic goals, and the Compensation and Talent Development Committee’s review of each executive’s individual performance. Under the 2020-22 performance share plan, actual awards may vary from zero to 150% of the target opportunity depending on the Company’s financial results relative to predetermined performance goals, which may then be reduced by -30% if our TSR is at or below the 25^th percentile, or increased by +30% if our TSR is at or above the 95^th percentile, of the S&P Health Care Services Select Industry Index. For the 2020-22 performance share award, the Committee included two additional relative performance modifiers based on Triple-S’s managed care operating performance versus the local market competitors to reinforce relative performance versus our peers over the next

As illustrated below, actual short-term cash incentives and performance share payouts have varied over the past five years based on our actual performance:

The table below compares the 3-year aggregate target total pay to the 3-year realizable pay for our CEO as well as the Company’s 3-year total shareholder return (“TSR”) for the period 2018-2020. Target total pay represents the aggregate salary, target bonus amount, and grant date values of long-term incentive awards for the 3-year period from 2018-2020. Realizable pay represents the aggregate salary and actual bonuses paid, value of restricted stock grants and actual and estimated payout values of Performance Share Units (“PSUs”) granted for the 3-year period from 2018-2020, using our closing stock price as of December 31, 2020.

As shown below, Mr. Garcia-Rodriguez’s 3-year realizable pay of $10,487,942 is below his 3-year target total pay of $11,640,829 by approximately -10% and 3-year TSR is also down by approximately -10% over the same period (2018-20), indicating strong alignment between pay and performance.

The Compensation and Talent Development Committee has sole authority to engage and terminate the services of outside consultants. In 2020, the committee retained Pay Governance to assist the committee on matters related to executive officer and director compensation, including the committee’s review of the competitiveness of our executive pay levels relative to peer practice, the review of the design of our compensation program and our compensation policies, reporting on trends and regulatory developments, assisting the Committee in performing risk assessment of our compensation programs, and providing support for the preparation of our compensation disclosure in this proxy statement.

Rule 14a-21 of the Exchange Act enables our shareholders to vote to approve, on an advisory basis, the compensation of our NEOs. The rule also enables our shareholders to advise the Company on the frequency of their vote on the compensation of our NEOs. In 2017, our shareholders voted that such compensation be presented for shareholder’s advisory approval on an annual basis and the Board accepted the advice of our shareholders. In 2020, 99.13% of our shareholders voted in favor of the compensation of our NEOs. The Compensation and Talent Development Committee believes this vote was indicative of our shareholders’ support of the Company’s approach to executive compensation. The Committee will continue to consider shareholder feedback and the outcome of the Company’s say-on-pay votes when making future NEO compensation decisions.

In accordance with Rule 14a-21 of the Exchange Act, the next shareholder vote on the frequency of the vote on executive compensation will be held no later than the 2023 annual meeting of shareholders.

We compare the compensation of the NEOs to companies with which we compete or could compete for executive talent, capital and customers. Our size and organizational complexity is considered when selecting comparable companies in Puerto Rico and the United States and data analysis methods. Within our general competitive framework, specific comparisons may vary by type of role.

Based on our compensation philosophy, a significant percentage, an average of 73% for our CEO and 65% for all other NEOs in 2020, is delivered through our incentive compensation plans in the form of at-risk variable pay. The Compensation and Talent Development Committee has not adopted a policy or formula to allocate total compensation among its various components. As a general matter, the committee reviews competitive pay information provided by its compensation consultant as well as our current operating goals and environment to determine the appropriate level and mix of incentive compensation. Actual amounts earned from incentive compensation are realized only as a result of individual or Company performance, depending on the type of award, based on a comparison of actual results to pre-established goals.

The Compensation and Talent Development Committee collects relevant market data to consider when making executive compensation decisions. In 2020, market data for total compensation was gathered for comparable companies, including companies in Puerto Rico and direct industry competitors located within the United States (the “Peer Group”), taking into consideration industry relevance, comparability of size in terms of total revenue and market capitalization, business competitors and input from management. For 2020, the Committee, with the assistance of Pay Governance, modified the 2019 Peer Group to better reflect the nature of our business by removing WellCare Health Plans, mainly due to its size in comparison to ours, and two property and casualty insurers, State Auto Financial Corporation and United Fire Group, Inc., and adding two healthcare businesses, Diplomat Pharmacy, Inc. and Select Medical Holdings Corporation, which are relevant to our business. The companies comprising the 2020 Peer Group are:

Executive compensation is delivered through a combination of base salary, an annual short-term cash incentive, long-term equity incentive compensation, retirement programs and a non-qualified deferred compensation plan.

According to our salary adjustment policy, salary determinations are based on a number of factors, including importance of the position, level of responsibility, individual performance, growth in position, market-level relative salary, our financial and operating performance, and the Company’s ability to pay. Also, our policy establishes that base pay adjustments send clear performance messages and make moderate distinctions based on performance. In addition, this policy requires that timing for increases, promotions and changes in responsibilities be consistent with market practice and that base salaries for executives be reviewed on an annual basis and adjusted as necessary to ensure pay levels remain competitive.

The Company sets cash incentive target amounts as a percentage of base salary for all eligible executives at the beginning of each year based on job responsibilities, position within the Company, and a review of competitive market data. Actual incentive payouts may range from zero to 150% of the target opportunity depending on the Company’s financial results relative to predetermined performance goals and the Compensation and Talent Development Committee’s review of each executive’s individual performance. The Compensation and Talent Development Committee approves the awards and has discretion to determine any changes to the final amount to be paid.

For 2020, the target short-term annual cash incentive for each of the NEOs as a percentage of salary was as follows:

The Compensation and Talent Development Committee determines short-term annual cash incentives based on two types of performance measures: the Company’s financial results and non-financial/strategic criteria. The Company’s financial results account for 75% of the target opportunity, with Adjusted Premiums Earned weighted at 35% and Adjusted Net Income weighted at 40% (each term as defined in the following paragraph). Non-financial/strategic performance criteria account for the remaining 25%. This mix of performance measures focuses executives appropriately on improving both top-line and bottom-line growth, while also emphasizing other important strategic imperatives of the Company.

The Company believes that premiums earned and net income are key drivers of shareholder value and― adjusted to exclude non-budgeted items—are the most relevant measures by which to assess the Company’s short-term business performance and promote profitable revenue growth. Adjusted Premiums Earned represent the annual premiums earned in the calendar year as presented in the consolidated financial statements in accordance with

The financial results component of our short-term cash incentive accounts for 75% of an executive’s short-term cash incentive opportunity with the remaining 25% based on non-financial performance. For Corporate executives, including our chief executive officer and chief financial officer, financial performance is solely based on consolidated results. For our Executive Vice President, COO, President of Triple-S Salud, Inc. and President of Triple-S Advantage, Inc., financial performance measurement is split 50% based on consolidated results and 50% based on the results of the relevant business unit. For the President of Triple-S Vida, Inc., financial performance measurement is split 40% based on consolidated results and 60% based on the results of the relevant business unit. For our Chief Medical Officer of Triple-S Salud, Inc., financial performance measurement is split 30% based on consolidated results and 70% based on the relevant business unit. The Compensation and Talent Development Committee, based on the recommendation of management, determined the non-financial metrics considered for executive compensation to align individual performance with our Company’s strategic transformation. These metrics are established to support our strategic priorities and are categorized as follows:

We believe these metrics provide the Board, the committee, and our chief executive officer, with respect to those executives under his supervision, adequate guidance in evaluating how individual performance is aimed to accomplish our goals. This distribution in weighting is designed to encourage each executive with responsibility for a business unit to focus on his or her individual business while working as a team to achieve the Company’s overall success.

For 2020, performance measures of the short-term cash incentive plan were as included below. Thresholds were set at 2019 actual levels for all business units, except for managed care which was set at 95% of the 2020 budget.

The Compensation and Talent Development Committee has an annual equity award program for executives under the Company’s incentive plan, based on recommendations from its compensation consultants and the principles contained in the Company’s executive compensation philosophy. The program aims to better focus and reward executives for multiple performance objectives that drive long-term value creation and in part to mitigate the possibility of excessive risk-taking. The program’s design provides both performance equity grants (“performance shares”) that may be earned based on our operating and stock price performance and time-based vesting restricted

Performance share awards may be earned based on our operating and stock price performance over a three-year period. Specifically, threshold, target and maximum performance goals for identified operating measures are established at the outset of the 3-year performance period. Consistent with prior years, operating goals were defined in terms of 3-year growth in net premiums earned, 3-year growth in operating income, and 3-year growth in EPS. A summary of the performance share metrics and rationale for each is presented in the following table.

Actual performance for each measure is compared to the goals established by the Compensation and Talent Development Committee at the start of the performance period. This determines a preliminary award level, which is then multiplied by a modifier (“TSR modifier”) depending on the Company’s TSR percentile for the performance period relative to the TSR of the other companies in the S&P Health Care Services Select Industry Index for the performance period. For the 2020-22 award, the TSR modifier ranges from 70% (if our 3-year TSR ranks at the 25th percentile or below) to 130% (if our TSR ranks at the 95th percentile or above), and is capped at 100% if the Company’s absolute TSR is negative at the end of the cycle. Additionally, for the 2020-22 award, the Committee added two relative performance modifiers based on Triple-S’s managed care operating performance versus the local market competitors to reinforce relative performance versus our peers over the next three years. Specifically, the awards may be reduced by an additional -10% if our 3-year growth in premiums or operating income is at or below the 25^th percentile of peers or may be increased by an additional +10% if our 3-year growth in premiums or operating income is at or above the 75^th percentile of peers.

The Compensation and Talent Development Committee approved aggressive financial goals in a challenging economic environment that are consistent with the Company’s budget and long-range plan.

Restricted stock may be earned only if the executive remains employed with the Company over the vesting period. Restricted stock vests in equal proportions over the three-year vesting period (i.e., one-third per year beginning on the first anniversary of the grant date). The Compensation and Talent Development Committee believes that the three-year performance period associated with performance shares and the three-year vesting period of restricted stock focuses our executives on sustained performance and supports retention objectives.

Under the policy, equity awards are approved at a regularly scheduled meeting of the Committee to discuss the executive compensation performance goals and objectives for the year of the annual grant. Also, we may make grants to newly hired or promoted individuals, to the extent that such new hire or promoted individual constitutes an officer for purposes of Section 16 of the Securities Exchange Act of 1934, in connection with their employment. The Compensation and Talent Development Committee carefully considers the impact of the cost of equity awards, as well as dilution, in order to achieve a balance between our costs, competitiveness and the continuity of employee incentives.

The Compensation and Talent Development Committee is responsible for all compensation decisions with respect to NEOs of the Company. In determining the compensation of NEOs other than the chief executive officer, the committee takes into account the recommendations of the chief executive officer. The chief executive officer annually reviews the performance of the other NEOs. The conclusions reached and recommendations based on these reviews, including with respect to base salary adjustments and short-term cash incentive and equity incentive award amounts, are presented to the committee. The committee reviews and approves the compensation of the NEOs, including the chief executive officer.

For 2020, in light of the challenging operating environment, the Compensation and Talent Development Committee determined that no increases to base salary were appropriate. In reaching their conclusion, the Compensation and Talent Development Committee evaluated in 2020 the different components of executive compensation to ascertain that total compensation was targeted at adequate levels when compared with companies in the comparable group. The main purpose was to assure that we maintained a competitive compensation program.

Salary determinations were based on the aforementioned principles and were in line with budget and salary determinations for all other employees.

The Compensation and Talent Development Committee has reviewed and discussed the compensation discussion and analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board that the compensation discussion and analysis be included in this proxy statement.

None of the members of the Compensation and Talent Development Committee is or has been one of our executive officers or employees. None of our executive officers served on the board of directors’ compensation committee of any other company for which any of our directors served as an executive officer at any time during 2020. Except as disclosed in “Other relationships, transactions and events” in this proxy statement, none of the members of the Compensation and Talent Development Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K.

In 2020, the Compensation and Talent Development Committee reviewed the Company’s risk profile and related risk management processes to determine if any material risks were deemed likely to arise from our compensation policies and programs and whether these risks are reasonably likely to have a material adverse effect on our business. The Compensation and Talent Development Committee determined that the Company’s pay plans and policies were not reasonably likely to have a material adverse effect on the Company. The Compensation and Talent Development Committee thereafter reported its findings to the Board. During 2020, the committee reviewed and determined that risk considerations and risk inventory of the compensation programs have remained unchanged. We believe that the compensation programs for our executives do not encourage excessive or unnecessary risk, as they are designed to, among others, reinforce responsible business practices, provide a balanced distribution of compensation elements, tie compensation to short and long-term results, provide for the recovery of compensation in the event of inaccurate financial disclosures, fraud or misconduct, require moderate levels of share ownership and prohibit hedging transactions involving Company securities.

The following table sets forth the total compensation paid to or earned by our NEOs for each of the three years ending December 31, 2020, 2019 and 2018 for services rendered in all capacities to the Company.