DEF 14A 1 s002632x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.   )

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Triton International Limited
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2019
Notice of
Annual General Meeting
of Shareholders
and Proxy Statement


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TRITON INTERNATIONAL LIMITED

CANON’S COURT
22 VICTORIA STREET
HAMILTON HM12, BERMUDA

March 15, 2019

Dear Shareholders,

You are cordially invited to join us for our Annual General Meeting of Shareholders (the “Annual Meeting”) to be held this year on April 25, 2019, at 9:00 a.m., Eastern Daylight Time, at the Crowne Plaza White Plains, 66 Hale Avenue, White Plains, New York 10601 USA.

The Notice of Annual General Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the Annual Meeting. You will be asked to: (i) elect ten directors to the Board of Directors; (ii) approve on an advisory basis the compensation of our Named Executive Officers; (iii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and (iv) act on any other matters as may properly come before the shareholders at the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary.

Whether or not you intend to be present at the Annual Meeting, it is important that your shares be represented. Voting instructions are provided in the accompanying proxy card and Proxy Statement. Please vote via the Internet, by telephone, or by completing, signing, dating and returning your proxy card.

 
Sincerely,
   
 
 
Brian M. Sondey
Chairman and Chief Executive Officer

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Notice of Annual General Meeting of Shareholders

Date and Time

April 25, 2019, at 9:00 a.m., Eastern Daylight Time

Place

Crowne Plaza White Plains
66 Hale Avenue
White Plains, New York 10601 USA

Record Date

February 28, 2019

YOUR VOTE IS IMPORTANT
Even if you plan to attend the Annual General Meeting in person, we encourage you to vote in advance by:

visiting www.proxyvote.com (common shares)

mailing your signed proxy card or voting instruction form

calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903 (common shares only)

Items to be Voted

elect ten directors identified in the accompanying Proxy Statement to the Board of Directors to serve until the 2020 Annual General Meeting of Shareholders or until their respective successors are elected and qualified;
hold an advisory vote on the compensation of our Named Executive Officers;
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and
act on any other matters as may properly come before the shareholders at the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary.

We will also present before the Annual Meeting our audited financial statements for the fiscal year ended December 31, 2018 pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), and the Bye-Laws of Triton International Limited. These audited financial statements may be found in our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 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.

The Board of Directors has fixed the close of business on February 28, 2019 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. The Proxy Statement and the Proxy Card are first being made available or distributed to shareholders of record on or about March 15, 2019.

You are cordially invited to attend the Annual Meeting in person. If you attend the Annual Meeting, you may vote in person if you wish, even though you may have previously voted your proxy. Triton International Limited’s Proxy Statement accompanies this notice.

By Order of the Board of Directors,
   
Marc Pearlin
Secretary

March 15, 2019

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY VOTE VIA THE INTERNET, BY TELEPHONE, OR COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD FOR THE ANNUAL MEETING AND RETURN IT AS INSTRUCTED ON THE PROXY CARD. THIS WILL ENSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.

Internet Availability of Proxy Materials

The Proxy Statement and the 2018 Annual Report are available on www.proxyvote.com.

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Proxy Statement Highlights
   

Voting Items


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

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

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

Meeting and Voting Information


Date and Time
April 25, 2019, 9:00 a.m.
   
 

Place
Crowne Plaza White Plains
66 Hale Avenue
White Plains, NY 10601
   
 

Record Date
February 28, 2019
   
 

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

Admission
Proof of ownership of Triton shares is required to enter Triton’s Annual General Meeting.

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Election of Directors

Corporate Governance Highlights

Triton has a long-standing commitment to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:

Annual Election of Directors
 
Annual Board and Committee Self-Evaluations
Majority Voting for Directors
 
Regular Executive Sessions of Independent Directors
Independent Lead Director
8 of 10 Directors are Independent
 
No Poison Pill
Independent Audit, Compensation and Talent Management, and Governance Committees
 
Annual “Say on Pay” Advisory Vote
Risk Oversight by Full Board and Committees
 
Anti-Hedging/Anti-Pledging Policies for Directors, Officers, and Employees
Annual CEO and Management Succession Planning
 
Share Ownership Requirements for Executive Officers and Directors

Triton’s Board of Directors oversees management’s execution of Triton’s business strategy, and evaluates Triton’s and management’s performance. Triton’s Board of Directors consists of individuals who have been recognized leaders in their fields. Each of the nominees for the Board of Directors has the qualifications and experience to guide Triton’s strategy.

Nominee and Principal Occupation
Age
Director
Since
Independent
Audit
Committee
Compensation
and
Talent
Management
Committee
Nominating
and
Corporate
Governance
Committee
Brian M. Sondey - Chairman
Chief Executive Officer Triton International Limited
51
2016
 
 
 
 
Robert W. Alspaugh
Former Chief Operating Officer KPMG LLP
72
2016
Yes
  
 
 
Karen Austin
Former Chief Information Officer PG&E
57
2019
Yes
  
 
 
Malcolm P. Baker
Director of Research Acadian Asset Management
49
2016
Yes
  
 
 
David A. Coulter
Special Limited Partner at Warburg Pincus
71
2015
Yes
 
  
  
Claude Germain
Principal Rouge River Capital
52
2016
Yes
 
  
  
Kenneth Hanau
Managing Director Bain Capital
53
2016
Yes
  
 
 
John S. Hextall
Former CEO Kuehne & Nagel North America
62
2016
Yes
 
  
 
Robert L. Rosner - Lead Independent Director
Co-President Vestar Capital Partners
59
2015
Yes
 
 
  
Simon R. Vernon
Former President Triton International Limited
60
2016
 
 
 
 
Chair
Member

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2018 Executive Compensation

Compensation Objectives and Philosophy

We seek to provide our senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow the Company to recruit and retain high quality individuals. In addition, we seek to structure our compensation plans so that they are straightforward for our senior executives and our shareholders to understand and value, and relatively easy for the Company to administer. We link a substantial portion of overall compensation to short-term and long-term measures of performance to motivate our senior executives and align their interests with those of our shareholders. We believe that our compensation practices, which link a substantial portion of executive pay to Company performance and require executives to meet minimum share ownership requirements, mitigate risk taking.

2018 Target Compensation Mix for CEO and other Current NEO’s


2018 Performance

Triton achieved outstanding results in 2018 and we exceeded all of our primary financial targets. Demand for our containers was supported by several factors, including solid trade growth, an increased preference for leasing relative to direct container purchases by our shipping line customers, and a strong leasing share for Triton. Triton took advantage of the favorable market and our strong position to drive high container utilization, solid growth in our container fleet and excellent financial performance. Our Adjusted net income in 2018 was $363 million, an increase of 71% from 2017. Our Adjusted return on equity was 16.7% in 2018, an increase from 11.8% in 2017, and we grew the net book value of our revenue earning assets by 8.8% in 2018. The table below summarizes our financial performance against the targets established by our Board of Directors as part of our annual incentive plan.

Consolidated financial performance
Result(1)
Target
Adjusted net income
$363 million
$295 million
Adjusted return on equity
16.7%
13.5%
Growth in revenue earning assets
8.8%
5.0%
(1)See Reconciliation of Non-GAAP Financial Measures on page A-1.

Summary of the Current Named Executive Officers’ Actual 2018 Compensation

Name
Base Salary
Annual Cash Incentive
LTIC
Other
Total
Brian M. Sondey
$
900,000
 
$
1,548,000
 
$
2,006,536
 
$
18,791
 
$
4,473,327
 
John Burns
$
440,000
 
$
427,680
 
$
444,364
 
$
15,915
 
$
1,327,959
 
John O’Callaghan(1)
$
425,973
 
$
414,045
 
$
382,267
 
$
39,313
 
$
1,261,598
 
Kevin Valentine
$
355,000
 
$
419,610
 
$
358,339
 
$
14,542
 
$
1,147,491
 
Marc Pearlin
$
337,500
 
$
198,450
 
$
238,917
 
$
16,229
 
$
791,096
 
(1)Mr. O’Callaghan’s Base Salary, Annual Cash Incentive and Other amounts shown in the table use a conversion rate of USD 1.2764 to GBP 1.0.

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Independent Registered Public Accounting Firm

The Board of Directors recommends voting for the appointment of KPMG LLP as the Company’s independent registered public accounting firm. KPMG LLP has acted in this capacity for the Company since 2014.

The following table sets forth the fees billed to or incurred by Triton for professional services rendered by KPMG LLP for the years ended December 31, 2018 and 2017:

Type of Fees
2018
2017
Audit Fees
$
1,826,177
 
$
1,914,632
 
Audit-Related Fees
 
 
 
268,000
 
Tax Fees
 
573,000
 
 
324,400
 
All Other Fees
 
194,900
 
 
299,900
 
Total Fees
$
2,594,077
 
$
2,806,932
 

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PROPOSAL 1
ELECTION OF DIRECTORS

At the Annual General Meeting (“Annual Meeting”), the shareholders will elect ten directors to serve until the 2020 Annual Meeting of shareholders or until their respective successors are elected and qualified. 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 ten nominees named below.

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. All nominees are currently incumbent directors. 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. The names of the nominees, their ages, and certain other information about them are set forth below:

Nominee
Age
Director
Since
Independent
Audit
Committee
Compensation
and
Talent
Management
Committee
Nominating
and
Corporate
Governance
Committee
Brian M. Sondey - Chairman and CEO
51
2016
 
 
 
 
Robert W. Alspaugh
72
2016
Yes
  
 
 
Karen Austin
57
2019
Yes
  
 
 
Malcolm P. Baker
49
2016
Yes
  
 
 
David A. Coulter
71
2015
Yes
 
  
  
Claude Germain
52
2016
Yes
 
  
  
Kenneth Hanau
53
2016
Yes
  
 
 
John S. Hextall
62
2016
Yes
 
  
 
Robert L. Rosner - Lead Independent Director
59
2015
Yes
 
 
  
Simon R. Vernon
60
2016
 
 
 
 
Chair
Member

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. Mr. Sondey holds an MBA from The Stanford Graduate School of Business and a BA degree in Economics from Amherst College.

As a result of these professional and other experiences, we believe Mr. Sondey possesses particular knowledge and experience in a variety of areas including corporate finance, intermodal equipment leasing, logistics, marketing, people management and strategic planning and strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

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 has served as a director of TCIL since 2012. Mr. Alspaugh had a 36-year career with KPMG LLP, including serving as the senior partner for a diverse array of companies across a broad range of industries. Mr. Alspaugh has worked with global companies both in Europe and Japan, as well as with those headquartered in the United States. Between 2002 and 2006, when Mr. Alspaugh served as Chief Executive Officer of KPMG International, he was responsible for implementing the strategy of KPMG International, which includes member firms in nearly 150 countries with more than 100,000 employees. Prior to this position, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. Practice from 1998 to 2002. Mr. Alspaugh currently serves on the boards of directors

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of Ball Corporation (where he is the Chairman of the Audit Committee and a member of the Finance Committee) and Veoneer, Inc. (where he is the Chairman of the Audit Committee). Mr. Alspaugh served on the Board of Directors of Autoliv, Inc. (where he was the Chairman of the Audit Committee and a member of the Compliance Committee) until July 2, 2018, when on that date Autoliv effected a spin-off of Veoneer, Inc. Until August 20, 2018, Mr. Alspaugh also served on the board of directors of Verifone Systems, Inc. (where he was the Chairman of the Audit Committee and a member of the Governance and Nominating Committee). Mr. Alspaugh received his B.B.A. degree in accounting from Baylor University, where he graduated summa cum laude.

Karen Austin has served as a director since January 1, 2019. Ms. Austin was Senior Vice President and Chief Information Officer of Pacific Gas & Electric Company, a natural gas and electric utilities company headquartered in California from June 2011 through August 2018. Before joining PG&E, Ms. Austin served as Senior Vice President and President of Consumer Electronics of Sears Holdings Corporation from January 2009 to May 2011 and as its Executive Vice President and Chief Information Officer from March 2005 to January 2009. Ms. Austin joined Kmart Corporation in 1984 and served, before its merger with Sears, Roebuck and Co. in 2005, as its Senior Vice President and Chief Information Officer from April 2002 to March 2005 and Vice President, Applications from January 2000 to April 2002. From June 2014 until August 2018, Ms. Austin served as a Director of Verifone Inc. Ms. Austin holds a B.S. degree in Computer Science from Trine University.

As a result of these professional and other experiences, we believe Ms. Austin possesses particular knowledge and experience in a variety of areas including cybersecurity, information technology, change management, engineering, and enterprise system security that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

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 University Graduate School of Business, 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. 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.

As a result of these professional and other experiences, we believe Mr. Baker possesses particular knowledge and experience in a variety of areas including corporate finance, capital markets, and economics that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

David A. Coulter has served as a director since October 2015. He previously served as a director of TCIL since 2011. Currently, Mr. Coulter serves as Special Limited Partner at Warburg Pincus, LLC and has served as Vice Chairman, Managing Director and Senior Advisor at Warburg Pincus, focusing on the firm’s financial services practice, from 2005 to 2014. Mr. Coulter retired in September 2005 as Vice Chairman of J.P. Morgan & Chase Co. He previously served as Executive Chairman of its investment bank, asset and wealth management, and private equity business. Mr. Coulter was a member of the firm’s three person Office of the Chairman and also its Executive Committee. Mr. Coulter came to J.P. Morgan Chase via its July 2000 acquisition of The Beacon Group, a small merchant banking operation. Before joining The Beacon Group, Mr. Coulter was the Chairman and Chief Executive Officer of the BankAmerica Corporation and Bank of America NT & SA. His career at Bank of America was from 1976 to 1998 and covered a wide range of banking activities. He served on the board of Aeolus Re, MBIA, Webster Bank, Sterling Financial and the Strayer Corporation. He currently is on the board of Varo Money, Inc, where he serves on their Compensation and Audit & Risk committees and Providence Services Corporation, where he serves on their Compensation and Nominating & Corporate Governance committees. He also serves on the boards of American Prairie Reserve, Third Way, Macaulay Honors College, IQ2, Carnegie Mellon University, and Asia Society of Northern California. He received both his B.S. and his M.S. from Carnegie Mellon University and currently serves as a Trustee for Carnegie Mellon.

As a result of these professional and other experiences, we believe Mr. Coulter possesses particular knowledge and experience in a variety of areas including corporate finance, capital markets, and economics that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

Claude Germain has served as a director since July 2016 and is the Chair of the Compensation and Talent Management Committee. Mr. Germain also served as a director of TAL from February 2009 to July 2016. Since 2010, Mr. Germain has been a principal in 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 (Nasdaq: SMTX), a global manufacturer of electronics based in Markham, Ontario.

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From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, where he was accountable for Schenker’s Canadian business. DB Schenker is 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. In 2002 and 2007, Mr. Germain won Canadian Executive of the Year in Logistics. Mr. Germain holds an MBA from Harvard Business School and a Bachelor of Engineering Physics (Nuclear) from Queen’s University.

As a result of these professional and other experiences, we believe Mr. Germain possesses particular knowledge and experience in a variety of areas including logistics, transportation, distribution, and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

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. Mr. Hanau played an active role in investments in the industrial and business services sectors, including Mold Masters, a leading supplier of specialty components to the plastic industry, and Hilite, a global manufacturer of automotive solutions. 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. Mr. Hanau received his B.A. with honors from Amherst College and his M.B.A. from Harvard Business School.

As a result of these professional and other experiences, we believe Mr. Hanau possesses particular knowledge and experience in a variety of areas including corporate finance, capital markets, and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

John S. Hextall has served as a director since July 2016. In October 2016, he joined the Board of Directors of Pacific National in Australia as a nominee on behalf of investors Canada Pension Plan Investment Board (“CPPIB”) and serves on the Health, Safety and Environmental Committee. He joined Shanghai based De Well Group, a privately held logistics company, at its office located in Bell, CA as Chief Executive Officer and Board member in October 2016. In March 2016, he became 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. (SIX Swiss: KNIN), a leading global transportation and logistics provider, based in Jersey City, NJ, responsible for its subsidiaries in Canada, Mexico and the United States. He also served as CEO of Nacora Insurance Brokers Inc. Prior to his role at Kuehne + Nagel, Inc., Mr. Hextall had a wide-ranging career at UTi Worldwide Inc. (“UTi”) (Nasdaq: UTIW), a supply chain management company and was a member of the founding management team, serving as a Member of UTi’s Executive Management Board from 2005 to 2009. Mr. Hextall held various positions at UTi over the course of 17 years, including 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. Other roles included leadership in Europe, the UK and Belgium. Prior to his career with UTi, Mr. Hextall worked at BAX Global (formerly Burlington Air Express), where he served as a UK director. Mr. Hextall previously worked at the Booker Group and was a management graduate with Unilever. Since 1980, Mr. Hextall has been a member of the Chartered Institute of Logistics and Transport, and has served as a Roundtable Member of the Council for Supply Chain Management Professionals and The Conference Board’s Global Council for Supply Chain & Logistics based in Brussels. In 1979, 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.

As a result of these professional and other experiences, we believe Mr. Hextall possesses particular knowledge and experience in a variety of areas including logistics, transportation, distribution, and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

Robert L. Rosner is a Founding Partner and Co-President of Vestar Capital Partners, Inc. Mr. Rosner has served as a director of the Company since October 2015 and is Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee. He previously served as a member of the TCIL Board since 2013 and as a member of its Compensation Committee. He has been with Vestar Capital Partners, Inc. since the firm’s formation in 1988.

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Mr. Rosner also heads Vestar Capital Partners’ Business Services and Industrial Products Groups. In 2000, Mr. Rosner moved to Paris to establish 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, Mr. Rosner was a member of the Management Buyout Group at The First Boston Corporation. He is a director of Civitas Solutions and Edward Don & Company. Mr. Rosner previously served as a director of Institutional Shareholder Services Inc., Group OGF, Seves S.p.A., Sunrise Medical Inc., Tervita Corporation and 21st Century Oncology, Inc. In addition to his corporate board positions, Mr. Rosner previously served as a member of the Graduate Executive Board of The Wharton School of the University of Pennsylvania and previously served on the Board of Trustees of The Lawrenceville School. He received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School of the University of Pennsylvania.

As a result of these professional and other experiences, we believe Mr. Rosner possesses particular knowledge and experience in a variety of areas including corporate finance, capital markets, and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

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 since 2003, 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. He was named Vice President, Marketing, responsible for the Pacific basin, in 1993. 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). He holds a B.A. from Exeter University in England.

As a result of these professional and other experiences, we believe Mr. Vernon possesses particular knowledge and experience in a variety of areas including corporate finance, container leasing, logistics, marketing, people management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE TO THE BOARD OF DIRECTORS.

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CORPORATE GOVERNANCE

Triton has a long-standing commitment to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:

Annual Election of Directors
 
Annual Board and Committee Self-Evaluations
Majority Voting for Directors
 
Regular Executive Sessions of Independent Directors
Independent Lead Director
8 of 10 Directors are Independent
 
No Poison Pill
Independent Audit, Compensation and Talent Management, and Governance Committees
 
Annual “Say on Pay” Advisory Vote
Risk Oversight by Full Board and Committees
 
Anti-Hedging/Anti-Pledging Policies for Directors, Officers, and Employees
Annual CEO and Management Succession Planning
 
Share Ownership Requirements for Executive Officers and Directors

Board Leadership

The Board of Directors is currently composed of eight independent directors (Alspaugh, Austin, Baker, Coulter, Germain, Hanau, Rosner and Hextall), our Chairman and Chief Executive Officer (Mr. Sondey) and our former President (Mr. Vernon). We believe that having a combined Chairman and Chief Executive Officer, a lead independent director (Mr. Rosner), and a Board of Directors comprised of 80% independent directors and committees composed entirely of independent directors currently provides a strong effective leadership structure with robust independent oversight. In addition, we believe that having a single leader for the Company combining the Chairman and CEO roles provides greater clarity on our executive leadership for customers in certain global markets.

Board Diversity

Our directors have diverse backgrounds and expertise. We have Board members with corporate finance experience, accounting and reporting experience, various industry experience, as well as experience serving on boards of directors of publicly and privately held companies. In addition, the charter of our Nominating and Corporate Governance Committee incorporates our objective to increase the gender and ethnic diversity of our Board. We also consistently apply the principles of diversity and inclusion across the Company, and we have wide ranging ethnic diversity and gender diversity throughout our organization.

Corporate Responsibility

We believe that integrating Corporate Responsibility policies and strategies into our business contributes to our long-term financial performance. We recognize both the opportunity and the responsibility we have to leave a positive imprint on the environment and society, and we are committed to taking a leadership role in addressing environmental and social issues related to our industry.

Environmental

As one of the largest buyers of shipping containers, we continue to support efforts to reduce the environmental impacts from container production. As part of this effort, we have worked closely with the container manufacturers to reduce the hardwood content in container floors. Our objective is to create a new industry standard floor that is more environmentally friendly while maintaining its long term durability. Specifically, we have shifted a significant portion of our container floors to farmed wood species such as larch, birch and bamboo, and we are working with container manufacturers to implement a floor design that would eliminate approximately 30% of the wood content (by replacing it with steel). We are also exploring other options, such as oriented strand board (OSB) flooring and recycled materials.

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In addition, during 2016 and 2017, we worked closely with the container manufacturers to facilitate a successful transition of container paint systems to water-based applications from solvent-based applications. This change significantly reduced the discharge of hazardous chemicals into the air surrounding container factories.

Social

We have offices and employees in 16 countries, including a number of countries considered to be less developed. We are committed to providing fair and attractive compensation and healthcare benefit packages and to supporting our employees’ development with company-funded educational opportunities, all without regard to race, gender, ethnicity, religion, age, or sexual orientation. We believe the support we provide all our employees leads to a strong mutual commitment, and our dedicated workforce is an important component of our operating capabilities. Through our policies and regular trainings, the Company strives to provide a safe and harassment free work environment for all employees.

We have vigorous quality control processes that involve our employees performing detailed inspections and surveys throughout the year at our container manufacturers and at third party container depots that store and repair our containers. We believe these efforts, in addition to ensuring quality production and services, provide a strong impetus towards worker safety and welfare in those organizations.

Community Support

Triton has made a corporate commitment to support Doctors without Borders (Medecins Sans Frontieres), a global organization that provides lifesaving medical care to those most in need, including populations in distress, victims of natural or man-made disasters, and victims of armed conflict. On a local level, we encourage our employees to be actively involved in their communities, and in support of their efforts, we offer matching donations for employee contributions to non-profit organizations, and we have donated additional money and equipment to several organizations focused on education, healthcare and the environment.

For further information see our website section labeled Our Community, where we highlight recent activities in support of our corporate responsibility initiatives.

Risk Management

As a general matter, the Board of Directors has oversight responsibility with respect to risk management for the Company and its subsidiaries. Day-to-day risk management is the responsibility of senior management. The Board of Directors focuses on and discusses with senior management key areas of risk in the Company’s business and corporate functions such as capital expenditures, capital management, information technology, cybersecurity, corporate debt and customer credit and collection issues at its regular meetings.

Risk Considerations in our Compensation Programs

The Compensation and Talent Management Committee oversees our compensation and employee benefit plans and practices, including our executive compensation program and equity-based long term incentive plan, 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 through our annual and long term incentive plans, 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” below.

Succession Planning

The Board regularly reviews succession plans for the Chief Executive Officer and for other senior management positions. In assessing possible candidates for the Chief Executive Officer and other senior management 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. In addition, the Board ensures that directors have substantial opportunities over the course of the year to engage with possible successor candidates.

Annual Board and Committee Evaluations

The Board conducts an evaluation of its performance and effectiveness on an annual basis. The purpose of the evaluation is to obtain the directors’ feedback on the Board’s performance and identify ways to enhance its effectiveness. As part of the evaluation, each director receives a written questionnaire developed by the Nominating and

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Corporate Governance Committee to solicit input on the Board’s performance, effectiveness, composition, priorities and culture. The Chair of the Nominating and Corporate Governance Committee compiles the collective views and comments of the directors and then reports the results of the evaluation to the full Board.

In addition, the Chair of the Nominating and Corporate Governance Committee, working with the Chair of each committee, develops evaluation forms for each committee and conducts evaluations for each committee using the same process as the Board evaluation. The Chair of the Nominating and Corporate Governance Committee compiles the collective views and comments of the members of each committee and reports the results of the committee evaluations to the chairs of each committee and to the Board.

Corporate Governance and Related Matters

We are required to have a majority of independent directors on our Board of Directors and to have our Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee be composed entirely of independent directors. The Board of Directors has adopted a formal policy to assist it in determining whether a director is independent in accordance with the applicable rules of the New York Stock Exchange. The Director Independence Standards are available on our corporate website at www.trtn.com. Applying these standards, our Board of Directors has determined that all directors other than Brian Sondey and Simon Vernon qualify as independent, and constitute a majority of our Board of Directors. The Board of Directors has adopted the Corporate Governance Principles and Guidelines which are available on our website at www.trtn.com.

Meetings of our Board of Directors and Committees

During 2018, our Board of Directors held six meetings. In 2018, each of the directors attended 75% or more of the aggregate of the total number of meetings of our Board of Directors and the total number of meetings held by all of the committees of our Board of Directors on which they served. 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.

The Board of Directors has an Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee.

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Audit Committee
Committee Roles and Responsibilities:
   
 
 
Members:
Robert Alspaugh (Chair)
Karen Austin
Malcolm P. Baker
Kenneth Hanau
   
Committee Meetings in 2018:
4
   
Charter:
The committee charter is available on our website at www.trtn.com.
The Committee assists the Board in:
ensuring the integrity of the consolidated financial statements, the financial reporting process, the systems of internal accounting and the financial and disclosure controls and procedures
engaging the independent registered accounting firm, and evaluating the firm’s qualifications, independence and performance and approving all fees
evaluating compliance with legal and regulatory requirements and monitoring risk management and assessment processes
overseeing the performance of the internal audit function
   
 
The Board has determined that Mr. Alspaugh qualifies as an “audit committee financial expert” as defined by the SEC and along with Ms. Austin, Mr. Baker and Mr. Hanau, is considered “financially literate” under NYSE rules. The Board has determined that each member of the Audit Committee is independent according to the Board’s Director Independence Standards. In addition, each is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE.
Compensation and Talent Management Committee
Committee Roles and Responsibilities:
   
 
 
Members:
David Coutler
Claude Germain (Chair)
John Hextall
   
Committee Meetings in 2018:
2
   
Charter:
The committee charter is available on our website at www.trtn.com.
The Committee assists the Board in:
determining and approving the compensation and incentive opportunities for our executive officers, and reviewing perquisites and other personal benefits of the Company’s executive officers and recommending any changes to the Board.
approving the goals and objectives relevant to compensation of the CEO and other executive officers and evaluating the CEO’s and other executive officers’ performance in light of these goals
reviewing and approving employment contracts, severance and incentive arrangements, and other similar agreements with executive officers
reviewing compensation programs annually to evaluate whether incentive or other forms of compensation encourage unnecessary or excessive risk taking
considering the results of the most recent shareholder advisory vote on the compensation of our Named Executive Officers
reviewing, discussing and approving the Compensation Discussion and Analysis for inclusion in our Proxy Statement
   
 
In carrying out its duties, the Committee regularly consults with the full Board to review executive policies and decisions.
   
 
The Board has determined that each of the members of the Committee is independent according to the Board’s Director Independence Standards.

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Nominating & Corporate Governance Committee
Committee Roles and Responsibilities:
   
 
 
Members:
David Coutler
Claude Germain
Robert Rosner (Chair)
   
Committee Meetings in 2018:
3
   
Charter:
The committee charter is available on our website at www.trtn.com.
The Committee assists the Board in:
identifying and recommending for election individuals who meet the criteria established for Board membership
reviewing the Board committee structure and recommending to the Board the compositions of each committee
establishing policies for considering shareholder nominees for election to the Board
developing and recommending corporate governance guidelines
developing and overseeing an annual self-evaluation process of the Board and its committees
establishing the appropriate level of compensation for Board and Committee service by non-employee members of the Board
   
 
 
The Board has determined that each member of the Committee is independent according to the Board’s Director Independence Standards.

Executive Sessions

To promote open discussion among the non-executive directors, our non-executive directors meet occasionally 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 occasionally in executive session. The Board of Directors has designated Mr. Rosner as Lead Independent Director, who presides at such executive sessions.

Director Nomination Process

In evaluating a director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of Triton and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, gender, race, ethnicity, experience and competencies which our Board of Directors desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by our Board of Directors and any core competencies or technical expertise necessary to staff committees.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum qualifications set forth above, based on whether or not the candidate was recommended by a shareholder. Shareholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to our Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee, Triton International Limited c/o Estera Services (Bermuda) Limited at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda not before December 27, 2019 and not later than January 26, 2020 for the 2020 Annual General Meeting and otherwise in compliance with our Bye-Laws. Submission must include the full name, age, business address and residence address of the proposed nominee, a description of the proposed nominee’s principal occupation and business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director, the class and number of Triton shares that is owned beneficially or of record by the proposed nominee, the name and record address of such nominating shareholder, number of shares beneficially owned by such nominating shareholder, a description of all arrangements or understandings between such nominating shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, a representation that the nominating shareholder intends to appear in person or by proxy at the 2020 Annual General Meeting to nominate the person(s) named in its written notice of recommendation and such other information as required by Regulation 14A under the Exchange Act. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

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Pursuant to the shareholders agreements (the “Sponsor Shareholders Agreements”) between the Company and affiliates of Warburg Pincus LLC (and a related entity) (“Warburg Pincus”) and affiliates of Vestar Capital Partners, Inc. (“Vestar”, and collectively with Warburg Pincus, the “Sponsor Shareholders”), Warburg Pincus is entitled to nominate two, and Vestar is entitled to nominate one, of the nominees for election as directors of the Company. The director nomination rights of Warburg Pincus step down to one nominee in the event that Warburg Pincus and its permitted transferees (including Bharti Global Limited) beneficially own less than 50% but at least 20% of the common shares beneficially owned by Warburg Pincus as of the closing of the merger, and Warburg Pincus will cease to have any director nomination rights if it and its permitted transferees (including Bharti Global Limited) beneficially own less than 20% of the common shares beneficially owned by Warburg Pincus as of the closing of the merger. Vestar will cease to have any director nomination rights if it and its permitted transferees beneficially own less than one-third of the common shares beneficially owned by Vestar as of the closing of the merger. For so long as they have director nomination rights, Warburg Pincus and Vestar also have the right to have certain of their nominated and elected directors on the Nominating and Corporate Governance Committee and the Compensation and Talent Management Committee of the Board of Directors. Warburg Pincus and Vestar have the right to nominate replacements for their respective nominees, except to the extent their nomination rights step down as described above. The nomination of any such directors will be subject to the approval of the Nominating and Corporate Governance Committee and of the Board of Directors. All other director replacements will be nominated by the Nominating and Corporate Governance Committee. See “Certain Relationships and Related Party Transactions - Sponsor Shareholders Agreements.”

Term Limit Policy

Our Board has a director term limit policy. Under this policy, directors (other than any director who also serves as the Chief Executive Officer) will be subject to a maximum term limit of 12 years, unless an exemption is granted by the Board.

Code of Ethics

We have adopted a Code of Ethics which applies to all officers, directors and employees. The Code of Ethics is available on our corporate 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 c/o Estera Services (Bermuda) Limited, Canon’s Court, 22 Victoria Street, Hamilton HM12, 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 corporate 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 c/o Estera Services (Bermuda) Limited, Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

If we make any substantive amendment to, or grant a waiver from, a provision of the Code of Ethics or the Code of Ethics for Chief Executive and Senior Financial Officers or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on our website at www.trtn.com.

Communications with Directors

Shareholders 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 directly by submitting a letter in a sealed envelope labeled accordingly. This letter should be placed in a larger envelope and mailed to Triton International Limited, c/o Estera Services (Bermuda) Limited, Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

Compensation of Directors

The goal of our director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long term success of our Company and our shareholders. The Nominating and Corporate Governance Committee working with the Compensation and Talent Management Committee is responsible for reviewing the compensation paid to our non-executive directors.

In 2018, an independent compensation consultant, Mercer, an operating unit of Marsh & McLennan & Companies, Inc., was engaged to assist in benchmarking the compensation for the directors of Triton. As part of this process, Mercer reviewed the compensation of directors of companies considered to be comparable to Triton. The analysis indicated that

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Triton’s total director compensation is above the median of the identified peer companies with cash compensation below and equity compensation above the median. The Nominating and Corporate Governance Committee determined this was appropriate and reflected the Company’s desire to attract and retain Directors that have been leaders in their fields as well as the significant demands made by the Company on the Directors’ time.

Each of our non-executive directors receives an annual cash retainer for serving on the Board of Directors, an additional cash retainer for serving on one or more Committees, and an additional cash retainer if they serve as the Chair of a Committee. Mr. Rosner receives an additional cash retainer for serving as lead independent director. In addition, our non-executive directors are granted common shares annually. All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board of Directors and Committee meetings.

Under the terms of the Triton International Limited 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), the maximum number of common shares that may be granted in any one fiscal year to any non-executive director, taken together with any cash retainer fees paid to such non-executive director during such fiscal year, may not exceed $500,000 in total value. The Nominating and Corporate Governance Committee believes that these restrictions represent meaningful limits on the total annual compensation payable to our non-executive directors.

The following table sets forth information regarding the compensation earned by our non-executive directors in 2018. For the compensation paid to Mr. Sondey, please see the Summary Compensation Table for 2018. Simon Vernon retired as President of the Company on February 28, 2018 and continued as a member of the Board of Directors. In accordance with SEC guidance all of his compensation, including his compensation for serving as a director, is set forth in the 2018 Summary Compensation Table.

DIRECTOR COMPENSATION TABLE FOR 2018

Name
Fees Earned or
Paid in Cash
($)(1)
Common
Shares Awards
($)(2)
All Other
Compensation
($)(3)
Total
($)
Robert W. Alspaugh
90,000
156,543
246,543
Malcolm P. Baker
75,000
156,543
231,543
David A. Coulter
85,000
156,543
241,543
Claude Germain
95,000
156,543
251,543
Kenneth Hanau
75,000
156,543
231,543
John S. Hextall
75,000
156,543
231,543
Robert L. Rosner(4)
95,000
156,543
251,543
(1)Each of our non-executive directors receive 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 May 2, 2018, non-executive directors were each granted 4,915 common shares. These common shares were fully vested upon grant and had a grant date value of $156,543 ($31.85 per share). For discussion regarding the assumptions used in valuing these Common Share grants, please refer to Note 9 to the 2018 Consolidated Financial Statements in the Company’s Form 10-K filed on February 19, 2019. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, 2018.
(3)No other compensation was paid to our non-executive directors for 2018.
(4)Fees and Common Share grants were paid on Mr. Rosner’s behalf to Vestar Capital Partners LLC.

Director Share Ownership Guidelines

Directors are required to maintain ownership of Company common shares with a market value equal to three times the base annual retainer received by the director. If at any time a director is not in compliance with these guidelines, the director will be required to retain 100 percent of the net (after taxes) of common shares received. All directors are in compliance with the guidelines except Karen Austin, who was just appointed to the Board of Directors in January 2019. Mr. Rosner, as Co-President of Vestar Capital Partners LLC the Company’s largest shareholder, has his director share grants and compensation paid to Vestar.

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PROPOSAL 2
ADVISORY VOTE ON THE COMPENSATION
OF NAMED EXECUTIVE OFFICERS

In accordance with 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 allows 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 near-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 2019 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 2019 Annual Meeting of Shareholders, 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 UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

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COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes the material elements of our compensation program for our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers (the “Current Named Executive Officers”) who were:

 
   
 
 
 
 
 
Brian M. Sondey
Chairman, Chief Executive Officer
 
 
John Burns
Senior Vice President and Chief Financial Officer
 
 
John F. O’Callaghan
Executive Vice President, Global Head of Field Marketing and Operations
 
 
Kevin Valentine
Senior Vice President, Triton Container Sales
 
 
Marc Pearlin
Senior Vice President, General Counsel
 
 
Simon R. Vernon
Former President*
 
   
 
 
 
 
 
 
* Mr. Vernon retired, effective February 28, 2018.
 

EXECUTIVE SUMMARY

2018 Business Overview

Triton is the world's largest lessor of intermodal containers. Intermodal containers are large, standardized steel boxes used to transport freight by ship, rail or truck. Because of the handling efficiencies they provide, intermodal containers are the primary means by which many goods and materials are shipped internationally. We also lease chassis, which are used for the transportation of containers.

Our consolidated operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. As of December 31, 2018, our total fleet consisted of 3,714,103 containers and chassis, representing 6,166,458 twenty-foot equivalent units ("TEU") or 7,595,948 cost equivalent units ("CEU"). We have an extensive global presence, offering leasing service through 23 offices in 16 countries and approximately 400 third-party container depot facilities in approximately 45 countries as of December 31, 2018. Our primary customers include the world's largest container shipping lines.

Triton achieved outstanding results in 2018 and we exceeded all of our primary financial targets. Demand for our containers was supported by several factors, including solid trade growth, an increased preference for leasing relative to direct container purchases by our shipping line customers, and a strong leasing share for Triton. Triton took advantage of the favorable market and our strong position to drive high container utilization, solid growth in our container fleet and excellent financial performance. Our Adjusted net income in 2018 was $363 million, an increase of 71% from 2017. Our Adjusted return on equity was 16.7% in 2018, an increase from 11.8% in 2017, and we grew the net book value of our revenue earning assets by 8.8% in 2018. The table below summarizes our financial performance against the targets established by our Board of Directors as part of our annual incentive plan.

Annual Incentive Plan Financial Performance Targets and Results

Consolidated financial performance
Weighting
Threshold
Target
Maximum
Actual(1)
Adjusted net income
60%
$250 million
$295 million
$345 million
$363 million
Adjusted return on equity
20%
11.0%
13.5%
16.0%
16.7%
Growth in revenue earning assets
20%
0.0%
5.0%
10.0%
8.8%
(1)See Reconciliation of Non-GAAP Financial Measures on page A-1.

Compensation Objectives and Philosophy

We seek to provide our senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow the Company to recruit and retain high quality individuals. In addition, we seek

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to structure our compensation plans so that they are straightforward for our senior executives and our shareholders to understand and value, and relatively easy for the Company to administer. We link a substantial portion of overall compensation to short-term and long-term measures of performance to motivate our senior executives and align their interests with those of our shareholders.

We believe that our compensation policies and practices do not promote excessive risk taking and therefore are not reasonably likely to have a material adverse effect on the Company. As described above under “Risk Management”, the Board of Directors has oversight responsibility with respect to risk management. The Compensation and Talent Management Committee oversees our compensation and employee benefit plans and practices, including our executive compensation program and equity-based long term incentive grant plan, 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 through our annual and long term incentive plans, 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” below.

Executive Compensation Practices

What We Do
What We Don’t Do
Link a substantial portion of executive pay to Company performance through our annual and long-term incentive plans
We do not provide single-trigger change-in-control provisions
 
 
 
 
Compare executive compensation and Company performance to relevant peer group companies
We do not implement pay policies or practices that pose material adverse risk to the Company
 
 
 
 
Require executives and directors to meet minimum share ownership requirements
We do not allow any hedging or pledging of equity holdings by executives or directors
 
 
 
 
Subject executive 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

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 2018 compensation of our Named Executive Officers. At our 2018 annual meeting of shareholders, 98.1% of votes cast were in support of the 2017 compensation of our Named Executive Officers. Although the outcome of such vote will not be binding on us, we value the input from our shareholders on our executive compensation programs. The Compensation Committee considered the shareholder vote in establishing our executive compensation program.

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Elements of Our Executive Compensation Programs

The following table sets forth information about each pay element and its objectives and key features:

Incentive Type
Element
Objectives
Fixed
Base salary
Ensure competitive salaries to attract and retain key executives
Performance Based
Annual cash-based incentive compensation
Reward executives for annual Company and individual performance
Performance Based
Long-term incentive compensation
Align executive and shareholder interests by linking long-term compensation with shareholder value creation

2018 Target Compensation Mix for CEO and other Current NEO’s


Summary of the Current Named Executive Officers’ Actual 2018 Compensation

Name
Base Salary
Annual Cash Incentive
LTIC
Other
Total
Brian M. Sondey
$
900,000
 
$
1,548,000
 
$
2,006,536
 
$
18,791
 
$
4,473,327
 
John Burns
$
440,000
 
$
427,680
 
$
444,364
 
$
15,915
 
$
1,327,959
 
John O’Callaghan(1)
$
425,973
 
$
414,045
 
$
382,267
 
$
39,313
 
$
1,261,598
 
Kevin Valentine
$
355,000
 
$
419,610
 
$
358,339
 
$
14,542
 
$
1,147,491
 
Marc Pearlin
$
337,500
 
$
198,450
 
$
238,917
 
$
16,229
 
$
791,096
 
(1)Mr. O’Callaghan Base Salary, Annual Cash Incentive and Other amounts shown in the table use a conversion rate of USD 1.2764 to GBP 1.0.

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DETAILED COMPENSATION DISCUSSION AND ANALYSIS

Roles and Responsibilities

The Compensation and Talent Management Committee (“Compensation Committee”) is comprised of three independent directors: Claude Germain (Chair), David Coulter and John Hextall. In accordance with its written charter, the Compensation Committee is responsible for establishing and overseeing our compensation and benefit philosophies, plans and practices, including our executive annual base salary amounts, annual incentive compensation program and equity-based compensation plan.

The Compensation Committee evaluates annually the performance of the Chief Executive Officer and all other executive officers in light of the goals and objectives of the Company’s executive compensation plans and determines and approves the Chief Executive Officer’s and other executive officers’ compensation levels based on this evaluation. The Compensation Committee has the authority under its charter to retain compensation consultants to assist it in setting executive compensation.

In establishing annual executive compensation, the Compensation Committee utilizes the following:

executive compensation history;
comparable company performance and compensation; and
executive and Company performance relative to established targets.

Elements of Compensation

Our executive compensation program in 2018 consisted of the following principal elements:

base salary;
annual cash-based incentive compensation based on the achievement of individual and Company performance goals;
equity-based long-term compensation; and
employee benefits.

Base Salary

The Compensation Committee believes that competitive base salaries are necessary to attract and retain managerial talent. Base salaries are set at levels considered to be appropriate for the scope of the job function, the level of responsibility of the individual, the skills and qualifications of the individual, and the amount of time spent in the position. Base salaries are also evaluated relative to the amounts paid to executive officers with similar qualifications, experience and responsibilities at the peer group companies.

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 2018:

Summary of the Current Named Executive Officers' Base Salaries

Name
2018
Base Salary
2017
Base Salary Rate
Increase to
Base Salary
Brian M. Sondey
$
900,000
 
$
800,000
 
 
12.5
%
John Burns
$
440,000
 
$
425,000
 
 
3.5
%
John F. O’Callaghan(1)
£
333,730
 
£
290,200
 
 
15.0
%
Kevin Valentine
$
355,000
 
$
330,000
 
 
7.6
%
Marc Pearlin
$
337,500
 
$
325,500
 
 
3.7
%

(1)Salary shown in local GBP.

Annual Cash-Based Incentive Compensation

Our executive compensation program provides for annual incentive compensation in order to tie a portion of our Named Executive Officers’ compensation to our short-term performance.

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2018 Annual Cash-Based Incentive Plan

The Compensation Committee established a 2018 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. Targets 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. Targets were also evaluated relative to peer group levels, and generally referenced to benchmark data. 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 and Results for Current Named Executive Officers

Name
Target
(% of Salary)
Range
(% of Salary)
Actual
(% of Salary)
Brian M. Sondey
100
0 - 200
172
John Burns
60
0 - 120
97
John O’Callaghan
60
0 - 120
97
Kevin Valentine
60
0 - 120
118
Marc Pearlin
40
0 - 80
59

Payout calculations under the 2018 plan were based 50% on Triton’s 2018 consolidated financial performance and based 50% on individual performance. The financial performance element of the plan included three financial measures: Adjusted net income (60% weighting), return on equity (20% weighting) and growth in revenue earning assets (20% weighting). For Named Executive Officers, the individual performance payout was driven by the Company’s success in three critical areas: marketing and container fleet performance (45% weighting), capital management and corporate structuring (35% weighting), and finalization of post-merger organizational form (20% weighting). 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 importance of the contribution 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.

Annual Incentive Plan Company Financial Performance Targets and Results

Consolidated financial performance
Weighting
Threshold
Target
Maximum
Actual(1)
Adjusted net income
60%
$250 million
$295 million
$345 million
$363 million
Adjusted return on equity
20%
11.0%
13.5%
16.0%
16.7%
Growth in revenue earning assets
20%
0.0%
5.0%
10.0%
8.8%

(1)See Reconciliation of Non-GAAP Financial Measures on page A-1.

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Annual Incentive Plan Individual Performance Targets and Results for Named Executive Officers.

Individual Performance Critical Area
Weighting
Target Objective
Actual Result
   
Marketing and Container Fleet Performance
   
45%
 
 
 
 
Achieve 96% average Utilization for 2018
Exceeded – average utilization 98.6% in 2018
Win 25% of new build leasing share
Exceeded – Estimate new lease share above 25% in 2018
Realize average dry container sale prices at residual values or better
Exceeded – Average dry sales prices 30% above residual values in 2018
Reduce end-of-lease volatility
Achieved – Average initial lease duration for new containers approx. 7 yrs. in 2018
Extend a large portion of expired leases
Not Achieved – unable to extend a number of large expirations on acceptable terms in 2018
Corporate Structure and Capital Management
35%
Implement corporate structure enhancements
Achieved – Completed corporate structuring, funding, and assets transfers in 2018
Complete meaningful financings with new sources/structures
Not Achieved - Did not utilize new sources but financing programs very successful overall
Make significant progress streamlining financial structure
Not Achieved
New Organization in Final Form
20%
New organization structure functioning smoothly
Achieved – all internal and external processes functioning smoothly and more efficiently
Fully implement organizational changes
Achieved – all planned merger related organizational changes implemented
Achieve $40 million run rate savings by end of Q1 2018
Mostly achieved Shortfall of $2 -$3 Million expected to be achieved in 2019

Long-Term Equity Compensation

We utilize long-term equity 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 to retain their services over the vesting period. The Compensation Committee administers our long-term

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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 price and timing of awards, and the other terms, conditions, performance criteria and restrictions on the awards. Currently, the Company utilizes restricted common share grants as its long term incentive compensation awards.

In determining the number of awards, the Compensation Committee considered individual performance, the importance 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 compared to levels at our selected peer companies.

Shares granted under the 2016 Equity Incentive Plan have a 3 year cliff vesting period, with 50% of the shares contingent on the executive’s continued employment with the Company through the vesting date, and 50% contingent on the executive’s continued employment with the Company through the vesting date as well as the Company’s total shareholder return (“TSR”) over the three-year performance period versus the TSR over the same period of the following peer companies:

United Rentals
Aircastle
Hub Group
Forward Air
Matson
Mobile Mini
GATX
Textainer Group Holdings
H&E Equipment Services
CAI International, Inc.
Air Lease Corp.
 
 

Calculation of Performance Share Award Grants for Shares Granted in 2018 under the 2016 Equity Incentive Plan:

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 list of 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 list, 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 list, 150% of the target performance based restricted shares will vest.

Using December 31, 2018 as the measurement date, the maximum number of performance shares would have been achieved.

Long-term incentive awards earned by our Named Executive Officers are subject to our Clawback Policy.

The following table lists the restricted share grants to the Named Executive Officers in 2018:

Current Named Executive Officers’ 2018 Share Grants

 
 
Time Based
Time and Performance Based
Name
Vesting Date
Minimum
Target
Maximum
Brian M. Sondey
January 1, 2021
27,337
13,668
27,337
41,005
John Burns
January 1, 2021
6,054
3,027
6,054
9,081
John F. O’Callaghan
January 1, 2021
5,208
2,604
5,208
7,812
Kevin Valentine
January 1, 2021
4,882
2,441
4,882
7,323
Marc Pearlin
January 1, 2021
3,255
1,627
3,255
4,882

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Executive Share Ownership Guidelines

The Company adopted share ownership guidelines to help achieve our compensation objective of linking the interests of our executives to those of our shareholders. The guidelines provide that each Named Executive Officer must maintain ownership of a number of Company shares with a market value equal to the specified multiple of the executive’s base salary as shown in the table below:

Name
Stock Ownership Target
as a Multiple of Salary
In Compliance
Yes/No
Brian M. Sondey
6
Yes
John Burns
3
Yes
John F. O’Callaghan
2
Yes
Kevin Valentine
2
Yes
Marc Pearlin
2
Yes

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 restricted share grants and other grants that are both time-based and performance-based, the minimum amount of shares that will be awarded under the grant count towards the ownership guidelines.

All of our Named Executive Officers met their required ownership levels as of the date the share ownership guidelines were adopted. 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.

2019 Target Compensation

For 2019, the Compensation Committee established new target compensation levels under our executive compensation programs for the Chief Executive Officer and the Chief Financial Officer as summarized in the table below. Actual amounts paid in respect of 2019 may differ from the target amounts shown due to above or below target level payouts under the annual cash-based incentive plan and the long-term equity compensation plan.

Name
2019 Base Salary
2019 Target Annual Cash-Based Incentive
2019 Target Share Grant Value
2019 Total Target Compensation
Brian M. Sondey
$930,000
$930,000
$2,250,000
$4,110,000
John Burns
$455,000
$273,000
$475,000
$1,203,000

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 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 and Talent Management Committee administers and makes determinations under the Clawback policy.

Benchmarking

The Company retained Mercer, an operating unit of Marsh & McLennan & Companies, Inc., to provide advice and recommendations to the Compensation Committee with respect to the Company’s executive and director compensation programs.

Mercer assessed the overall target and actual compensation levels and analyzed the mix of base salary, annual incentive compensation and long-term and equity-linked compensation of the named executive officers at a select group of peer companies. The Compensation Committee did not specifically link the target or actual compensation levels of our Named Executive Officers to those at the selected peer companies, but rather used the peer analysis as a point of

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reference when determining appropriate overall compensation levels and mix of compensation for our Named Executive Officers. Mercer also provided survey information about overall compensation and the mix of compensation at a wider range of businesses. The Compensation Committee used this survey data as an additional point of reference.

The benchmarking analysis indicated the total direct compensation (i.e., base salary plus target annual bonus plus long term incentive compensation) for the CEO was slightly above the peer group median, mainly due to higher than median long-term equity compensation. The total compensation of the remaining Named Executive Officers was below the market median of the selected peer group.

The Compensation Committee also evaluated the Company’s financial performance relative to the financial performance of the selected peer companies. The Committee concluded that the one and three year financial performance of the Company was in the upper end of the peer group range.

The peer group companies used by Mercer in the 2018 benchmarking survey were:

Aircastle Limited
Hub Group
Air Lease Corp.
Matson
Atlas Air Worldwide Holdings
Mobile Mini
Forward Air
Werner Enterprise Holdings
GATX
H&E Equipment Services
Herc Holdings Inc
 
 

Mercer selected companies for use in the peer group that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, freight forwarding, and trucking that are similar to Triton in terms of revenue, asset size and market capitalization (in millions). The Company’s two public container leasing company peers, Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), were excluded from the pay 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’s revenue and market capitalization figures range from 20% to 35% of the corresponding metrics of the Company, and therefore CAI was considered to be too small to be included in the pay peer group. The following tables summarize the key financial and performance metrics of the pay peer group:

 
Revenue
(Year Ended 12/31/2018)
Total Assets
(As of 12/31/2018)
Market Capitalization
(As of 12/31/2018)
 
(millions)
(millions)
(millions)
33rd Percentile
$
1,339
 
$
2,054
 
$
1,291
 
Median
$
1,520
 
$
3,099
 
$
1,393
 
66th Percentile
$
2,020
 
$
6,076
 
$
1,753
 
Triton International Limited
$
1,350
 
$
10,271
 
$
2,512
 
 
Hub
Group
H&E
Atlas
Air
Werner
Ent
Matson
Herc
Holdings
Air
Lease
GATX
Forward
Air
Air
Castle
Lim
Mobil
Mini
Triton(1)
Median
Triton
Rank
Net Income 2018 (millions)
$
98
 
$
77
 
$
271
 
$
168
 
$
109
 
$
82
 
$
511
 
$
211
 
$
91
 
$
246
 
$
(8
)
$
363
 
$
139
 
 
2/12
 
3 Yr Net Income Growth
 
9
%
 
27
%
 
85
%
 
29
%
 
10
%
 
(261
)%
 
11
%
 
(6
)%
 
49
%
 
18
%
 
(155
)%
 
66
%
 
14
%
 
2/12
 
1 Year Total Return
 
(24.7
)%
 
(45.9
)%
 
(27.2
)%
 
(23.3
)%
 
6.2
%
 
(59.0
)%
 
(36.4
)%
 
13.3
%
 
(4.0
)%
 
(22.0
)%
 
(6.4
)%
 
(15.7
)%
 
(22.6
)%
 
5/12
 
3 Year Total Return
 
12.5
%
 
35.6
%
 
2.1
%
 
29.9
%
 
(19.6
)%
 
(24.7
)%
 
(7.5
)%
 
81.4
%
 
31.9
%
 
(4.3
)%
 
10.5
%
 
156.2
%
 
11.5
%
 
1/12
 
1 Year ROE
 
11.2
%
 
32.4
%
 
14.0
%
 
13.7
%
 
15.2
%
 
15.4
%
 
11.4
%
 
11.8
%
 
16.8
%
 
12.6
%
 
(1.0
)%
 
16.7
%
 
13.9
%
 
3/12
 
3 Year ROE
 
10.3
%
 
27.5
%
 
7.5
%
 
10.0
%
 
15.2
%
 
(1.0
)%
 
11.0
%
 
14.1
%
 
12.1
%
 
9.4
%
 
3.6
%
 
9.8
%
 
10.1
%
 
8/12
 
(1)Triton’s 3 year metrics reflect combined financial information for TCIL and TAL prior to the merger in order to show overall growth results.

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Employee Benefits

We provide health and welfare benefits to our employees, including all of our Named Executive Officers. For our U.S. based Named Executive Officers, we provide a defined contribution 401(k) plan with a 100% Company matching contribution up to $6,000, subject to IRS regulations and plan contribution limits. For Mr. O’Callaghan, we provide a UK stakeholder pension scheme with a 100% Company matching contribution on up to 5% of the employee’s annual salary subject to HMRC’s regulations and plan contribution limits. All of our Named Executive Officers also receive a car allowance.

Deferred Compensation Plan

We do not offer a deferred compensation plan to our Named Executive Officers.

Pension Plan

We do not offer a defined benefit pension plan to our Named Executive Officers.

Change of Control

Unvested share grants do not vest solely upon a Change in Control (as defined in the 2016 Equity Incentive Plan). All of our unvested restricted common shares provide that the awards shall vest (with any applicable performance conditions deemed to be fully achieved) if, within two years following a Change in Control, the recipient experiences a qualifying termination of employment. Otherwise, we have no individual change of control agreements with any of our Named Executive Officers.

Employment Agreement with Mr. Sondey

In November 2004, TAL entered into an employment agreement with Mr. Sondey in order to retain Mr. Sondey’s services as TAL’s Chief Executive Officer. The employment agreement was assumed by the Company in connection with the closing of the merger. The employment agreement currently provides for automatically renewing successive one-year terms subject to at least 90 days’ advance notice by either party of a decision not to renew the employment agreement. Mr. Sondey’s base salary for 2018 was $900,000 and under the terms of the employment agreement, is increased annually to reflect his performance and increases in the consumer price index. Mr. Sondey is also entitled to certain perquisites, as well as other benefits that are provided to other employees, which include health and disability insurance and paid vacations. Mr. Sondey is entitled to severance pay if his employment is terminated by us without cause (as defined in the employment agreement), if he terminates his employment for good reason (as defined in the employment agreement) or if he dies or becomes disabled. Upon a termination without cause or for good reason, Mr. Sondey is entitled to severance pay equal to his base salary and incentive compensation for 18 months. Upon a termination due to death or disability, Mr. Sondey is entitled to severance pay equal to his base salary and incentive compensation for one year plus a pro-rated portion of the bonus (based on the period from the beginning of the year through the date of termination) that he would have been entitled to receive had his employment not terminated. Upon termination of Mr. Sondey’s employment for any reason or no reason, subject to our election to continue to pay to Mr. Sondey his base salary for a one-year period following such termination, unless such termination is for cause, Mr. Sondey will be restricted from competing with us for a period of one year following such termination.

Non-Compete Agreements

We have not entered into employment agreements with any of our other Named Executive Officers. However, all of our Named Executive Officers are bound by non-compete agreements, which provide that upon the termination of a Named Executive Officer’s employment for any reason or no reason, subject to our election to continue to pay to that Named Executive Officer his base salary for a one year period following such termination, unless such termination is for cause, the Named Executive Officer will be restricted from competing with us for a period of one year following such termination. Under the non-compete agreements, our Named Executive Officers are also prohibited from disclosing any of our confidential information.

Employee Severance Plan

The Employee Severance Plan provides benefits to all eligible employees upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the Employee Severance Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment.

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These severance benefits consist of: (1) for those employees with less than 3 completed years of service, a base amount of 4 weeks of pay plus 1 additional week of pay for each completed year of service, and for those employees with 3 or more completed years of service, a base amount of 8 weeks of pay plus 1 additional week of pay for each completed year of service, with a maximum award of 32 weeks of pay; (2) Company-provided outplacement services; and (3) payment by the Company of the Company portion of COBRA premiums for Company sponsored group health benefits for a period of up to 6 months (or, if earlier, until the date on which the participant becomes eligible for coverage under another employer-provided plan). For purposes of the Employee Severance Plan, a week of pay is calculated by dividing the eligible employee’s annual base salary plus bonus target by 52.

Anti-Hedging and Anti-Pledging Policy

Hedging and 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 has a policy prohibiting employees, including officers, and directors from engaging in speculative transactions involving Company shares, 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. 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. As a result, we expect that compensation paid to our Named Executive Officers in excess of $1 million generally will not be deductible.

Compensation and Talent Management Committee Interlocks and Insider Participation

The Board of Directors has established a Compensation and Talent Management Committee, consisting of Messrs. Germain, Coulter and Hextall. No members of the Compensation and Talent Management Committee are officers, employees or former officers of the Company. No executive officer of the Company served as a member of the compensation committee (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.

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REPORT OF THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE

The Compensation and Talent Management Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation and Talent Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

 
THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE
 
Claude Germain, Chair
 
David A. Coulter
 
John S. Hextall

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EXECUTIVE COMPENSATION TABLES

2018 SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of our Named Executive Officers for the fiscal years ended December 31, 2018, 2017 and 2016 fiscal years.

Name
Year
Salary
(1)
Bonus
(2)
Share Awards
(3)(4)(5)
Non-Equity
IC(6)
All Other
Compensation(7)
Total
Brian M. Sondey
2018
$
900,000
 
$
 
$
2,006,536
 
$
1,548,000
 
$
18,791
 
$
4,473,327
 
 
2017
$
800,000
 
$
362,500
 
$
 
$
1,500,000
 
$
15,988
 
$
2,678,488
 
 
2016
$
361,923
 
$
 
$
2,159,569
 
$
850,020
 
$
4,091
 
$
3,375,603
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Burns
2018
$
440,000
 
$
 
$
444,364
 
$
427,680
 
$
15,915
 
$
1,327,959
 
 
2017
$
425,000
 
$
187,500
 
$
 
$
427,125
 
$
15,830
 
$
1,055,455
 
 
2016
$
191,038
 
$
 
$
607,375
 
$
226,163
 
$
5,324
 
$
1,029,900
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John F. O’Callaghan(9)
2018
$
425,973
 
$
 
$
382,267
 
$
414,045
 
 
39,313
 
$
1,261,598
 
 
2017
$
392,497
 
$
 
$
195,935
 
$
412,120
 
$
41,453
 
$
1,042,004
 
 
2016
$
351,464
 
$
 
$
522,957
 
$
227,584
 
$
33,757
 
$
1,135,762
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kevin Valentine
2018
$
355,000
 
$
 
$
358,339
 
$
419,610
 
$
14,542
 
$
1,147,491
 
 
2017
$
330,000
 
$
147,500
 
$
 
$
346,500
 
$
14,466
 
$
838,466
 
 
2016
$
148,946
 
$
 
$
458,907
 
$
186,323
 
$
3,831
 
$
798,007