☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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Triton International Limited
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(Name of Registrant as Specified In Its Charter)
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None
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Sincerely,
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/s/ Brian M. Sondey
Chairman and Chief Executive Officer
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YOUR VOTE IS IMPORTANT
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Even if you plan to attend the Annual Meeting via the webcast, we encourage you to vote in advance by:
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visiting www.proxyvote.com
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mailing your signed proxy card or voting instruction form
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calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903
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■
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elect the nine directors identified in the accompanying Proxy Statement to the Board of Directors to serve until the 2022 Annual General Meeting of Shareholders or until their respective successors are elected and qualified;
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approve an advisory vote on the compensation of our Named Executive Officers;
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ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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approve amendments to our Bye-laws to eliminate provisions relating to our former sponsor shareholders; and
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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.
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Proxy Statement Highlights
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Proposal 1: Election of Directors
The Board recommends you vote FOR each nominee
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Proposal 2: Advisory Vote to Approve the Compensation of Named Executive Officers
The Board recommends you vote FOR this proposal
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Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Board recommends you vote FOR this proposal
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Proposal 4: Approval of Amendments to our Bye-Laws to Eliminate Provisions Relating to our Former Sponsor Shareholders
The Board recommends you vote FOR this proposal
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Date and Time
April 27, 2021, 12:00 p.m. Eastern Daylight Time
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Location
Online via live webcast
www.virtualshareholdermeeting.com/TRTN2021
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Record Date
Close of business on March 1, 2021
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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.
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Admission
You will need the 16-digit control number included in your proxy materials to participate in the virtual Annual Meeting webcast.
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✔
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Annual Election of Directors
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✔
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Annual Board and Committee Self-Assessments
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✔
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Majority Voting for Directors
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✔
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Regular Executive Sessions of Independent Directors
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✔
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Lead Independent Director
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✔
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8 of 10 Directors are Independent
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✔
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No Poison Pill
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✔
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Independent Audit, Compensation and Governance Committees
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✔
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Annual “Say on Pay” Advisory Vote
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✔
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Robust Risk Oversight by Full Board and Committees
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✔
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Anti-Hedging/Anti-Pledging Policies for Directors, Officers and Employees
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✔
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Board Oversight of Environmental and Corporate Social Responsibility Activities
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✔
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Board Commitment to Recruiting Qualified, Diverse Director Candidates
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✔
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12-Year Term Limit for Directors
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✔
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Clawback Policy for Equity Awards and Annual Incentive Compensation
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✔
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Active Board Role in CEO and Management Succession Planning
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✔
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Meaningful Share Ownership Requirements for Executive Officers and Directors
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Nominee and Principal Occupation
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Age
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Director
Since
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Independent
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Audit
Committee
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Compensation
and
Talent
Management
Committee
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Nominating
and
Corporate
Governance
Committee
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Brian M. Sondey - Chairman
Chief Executive Officer, Triton International Limited
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53
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2016
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Robert W. Alspaugh
Former Chief Executive Officer, KPMG International
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74
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2016
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✔
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Malcolm P. Baker
Robert G. Kirby Professor, Harvard Business School
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51
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2016
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✔
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Annabelle Bexiga
Former Chief Information Officer, Commercial Insurance, AIG
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59
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2020
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✔
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David A. Coulter*
Special Limited Partner, Warburg Pincus
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73
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2015
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✔
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Claude Germain
Principal, Rouge River Capital
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54
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2016
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✔
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Kenneth Hanau
Managing Director, Bain Capital
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55
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2016
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✔
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John S. Hextall
Former CEO, Kuehne & Nagel North America
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64
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2016
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✔
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Robert L. Rosner - Lead Independent Director
Co-President, Vestar Capital Partners
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61
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2015
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✔
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Simon R. Vernon
Former President, Triton International Limited
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62
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2016
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Chair
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Member
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*
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Mr. Coulter will be retiring from the Board on the date of the Annual Meeting.
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(1)
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Adjusted earnings per share (“EPS”) and Adjusted Return on Equity are non-GAAP measures. See Appendix A for more information.
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Pay Element
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Purpose
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Performance Period
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2020 Performance Metrics
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Base salary
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Attract and retain talent
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Annual
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—
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Annual cash incentive
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Incentivize achievement of short-term financial and operational/strategic objectives
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Annual
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• Adjusted EPS
• Adjusted Return on Equity*
•Growth in Revenue Earning Assets
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Long-term equity based compensation—time-based restricted shares
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Facilitates stock ownership, executive retention and shareholder alignment
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Three Years
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Stock price appreciation
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Long-term equity based compensation—performance- based restricted shares
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Designed to reward long-term performance relative to peers and shareholder alignment
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Three Years
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Relative total shareholder return (“TSR”)
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*
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Beginning in 2021, Adjusted Return on Equity will be replaced with Cash Flow Before Capital Expenditures in the annual incentive plan and Adjusted Return on Equity will be added as a second performance metric for our performance-based restricted share awards.
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Name
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Base Salary
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Bonus
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Annual
Cash
Incentive(1)
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Long Term
Incentive
Compensation(2)
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All
Other
Compensation
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Total
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Brian M. Sondey
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$950,000
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$—
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$1,624,975
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$2,384,880
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$16,040
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$4,975,895
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John Burns
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$475,000
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$—
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$416,955
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$486,798
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$21,914
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$1,400,667
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John F. O’Callaghan(3)
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$475,650
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$—
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$519,552
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$447,465
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$24,932
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$1,467,599
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Kevin Valentine
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$385,000
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$—
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$420,536
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$437,650
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$15,283
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$1,258,469
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Carla Heiss(4)
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$400,000
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$—
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$351,120
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$—
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$14,526
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$765,646
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(1)
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Represents annual incentive awards earned under the 2020 annual incentive plan.
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(2)
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Represents grant date fair value of the equity awards in accordance with FASB ASC-718 “Compensation—Stock Compensation.”
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(3)
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Mr. O’Callaghan’s Base Salary, Annual Cash Incentive and All Other Compensation amounts shown in the table use a conversion rate of USD 1.334 to GBP 1.0.
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(4)
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Ms. Heiss joined the Company on December 1, 2019 and received an equity incentive award at the time of her hire intended to cover the 2020 fiscal period. Therefore, she did not receive an equity incentive award in 2020.
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•
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Reviewing and approving our major financial objectives and capital allocation strategy, strategic and operating plans, strategic transactions with third parties and other significant actions.
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Overseeing the conduct of our business.
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Assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted.
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Overseeing our processes for maintaining the integrity of our financial statements and other public disclosures.
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Overseeing compliance with laws and ethical standards.
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Developing and implementing robust corporate governance practices.
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Overseeing management’s performance and compensation, human capital management and succession planning for the Chief Executive Officer and other senior leadership positions.
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Overseeing our environmental and corporate social responsibility strategies and activities.
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✔
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Annual Election of Directors
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✔
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Annual Board and Committee Self-Assessments
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✔
|
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Majority Voting for Directors
|
| |
|
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✔
|
| |
Regular Executive Sessions of Independent Directors
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✔
|
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Lead Independent Director
|
| |||||||||
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✔
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8 of 10 Directors are Independent
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✔
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No Poison Pill
|
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✔
|
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Independent Audit, Compensation and Governance Committees
|
| |
|
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✔
|
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Annual “Say on Pay” Advisory Vote
|
|
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✔
|
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Robust Risk Oversight by Full Board and Committees
|
| |
|
| |
✔
|
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Anti-Hedging/Anti-Pledging Policies for Directors, Officers and Employees
|
|
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✔
|
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Board Oversight of Environmental and Corporate Social Responsibility Activities
|
| |
|
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✔
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Board Commitment to Recruiting Qualified, Diverse Director Candidates
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|
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✔
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12-Year Term Limit for Directors
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| |
|
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✔
|
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Clawback Policy for Equity Awards and Annual Incentive Compensation
|
|
|
✔
|
| |
Active Board Role in CEO and Management Succession Planning
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✔
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Meaningful Share Ownership Requirements for Executive Officers and Directors
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•
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presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions;
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•
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consults with the Chairman and approves all meeting agendas and schedules;
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•
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interviews, along with the members of the Nominating and Corporate Governance Committee, all director candidates and makes recommendations to the Nominating and Corporate Governance Committee;
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•
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provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict;
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•
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has the authority to call meetings of the independent directors;
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consults with the Compensation and Talent Management Committee with regard to the annual performance review of the Chief Executive Officer;
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works with the Compensation and Talent Management Committee to guide the Board’s oversight of management succession plans;
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works with the Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board and committees; and
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performs such other duties and responsibilities as the Board may determine.
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Company culture;
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Human capital governance;
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Total rewards;
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Health and wellness; and
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Learning and development.
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Organization-wide learning management system offering a comprehensive library of professional development courses in multiple languages;
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Opportunities for internal cross training; and
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•
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Tuition and professional development reimbursement benefits.
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Nominee
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Age
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Director
Since
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Independent
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Audit
Committee
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Compensation
and
Talent
Management
Committee
|
| |
Nominating
and
Corporate
Governance
Committee
|
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Brian M. Sondey - Chairman and CEO
|
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53
|
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2016
|
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|
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|
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|
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|
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Robert W. Alspaugh
|
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74
|
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2016
|
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✔
|
| |
|
| |
|
| |
|
|
|
Malcolm P. Baker
|
| |
51
|
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2016
|
| |
✔
|
| |
|
| |
|
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|
|
|
Annabelle Bexiga
|
| |
59
|
| |
2020
|
| |
✔
|
| |
|
| |
|
| |
|
|
|
David A. Coulter
|
| |
73
|
| |
2015
|
| |
✔
|
| |
|
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|
| |
|
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|
Claude Germain
|
| |
54
|
| |
2016
|
| |
✔
|
| |
|
| |
|
| |
|
|
|
Kenneth Hanau
|
| |
55
|
| |
2016
|
| |
✔
|
| |
|
| |
|
| |
|
|
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John S. Hextall
|
| |
64
|
| |
2016
|
| |
✔
|
| |
|
| |
|
| |
|
|
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Robert L. Rosner - Lead Independent Director
|
| |
61
|
| |
2015
|
| |
✔
|
| |
|
| |
|
| |
|
|
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Simon R. Vernon
|
| |
62
|
| |
2016
|
| |
|
| |
|
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Chair
|
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Member
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Compensation and Talent Management Committee
|
| |
Committee Roles and Responsibilities:
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Members:
David Coulter
Claude Germain (Chair)
John Hextall
Committee Meetings in 2020:
5
Charter:
The committee charter is available on our website at www.trtn.com.
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The Committee assists the Board in:
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•
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Establishing and overseeing our general compensation philosophy, strategy and principles
|
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|
•
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approving the goals and objectives relevant to compensation of the CEO and other executive officers and conducting, in consultation with the full Board, an annual evaluation of the Chief Executive Officer’s performance
|
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|
•
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reviewing and approving the compensation of our executive officers
|
| |||
|
•
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reviewing and approving employment, consulting, retirement, severance or termination arrangements with any executive officer
|
| |||
|
•
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reviewing our compensation programs annually to evaluate unnecessary or excessive risk taking
|
| |||
|
•
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| |
making recommendations to the Board regarding the compensation program for non-employee directors
|
| |||
|
•
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| |
reviewing the Company’s human capital management activities, including matters relating to talent management and development, talent acquisition, Company culture and employee engagement and diversity and inclusion
|
| |||
|
•
|
| |
All members of the Compensation and Talent Management Committee are independent in accordance with SEC and NYSE independence standards for compensation committee members.
|
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Nominating and Corporate Governance Committee
|
| |
Committee Roles and Responsibilities:
|
| |||
|
|
| |
|
| |
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Members:
David Coulter
Claude Germain
Robert Rosner (Chair)
Committee Meetings in 2020:
3
Charter:
The committee charter is available on our website at www.trtn.com.
|
| |
The Committee assists the Board in:
|
| |||
|
•
|
| |
identifying and recommending director nominees, including establishing policies for considering shareholder nominees for election to the Board
|
| |||
|
•
|
| |
reviewing the size and composition of the Board and its committees, and making recommendations to the Board regarding these matters as well as the structure, function and operation of the Board
|
| |||
|
•
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| |
leading the Board in shaping the corporate governance of the Company, including developing and overseeing the corporate governance principles and guidelines
|
| |||
|
•
|
| |
overseeing the annual self-assessment processes for the Board and its committees
|
| |||
|
•
|
| |
overseeing ESG initiatives and risks
|
|
Brian M. Sondey
|
| |
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Years of Service: 5
Age: 53
Board Committees: None
Independent: No
|
|
Brian M. Sondey is our Chairman and Chief Executive Officer, and has served as a director since July 2016. Upon the closing of the merger of Triton Container International Limited (“TCIL”) and TAL International Group, Inc. (“TAL”) in July 2016, Mr. Sondey, who had served as the Chairman, President and Chief Executive Officer of TAL since 2004, became the Chairman and Chief Executive Officer of Triton. Mr. Sondey joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Corporate Development. He then joined TAL International Container Corporation in November 1998 as Senior Vice President of Business Development. In September 1999, Mr. Sondey became President of TAL International Container Corporation. Prior to his work with Transamerica Corporation and TAL International Container Corporation, Mr. Sondey worked as a Management Consultant at the Boston Consulting Group and as a Mergers & Acquisitions Associate at J.P. Morgan.
|
•
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Mr. Sondey holds an MBA from The Stanford Graduate School of Business and a BA degree in Economics from Amherst College.
|
•
|
Mr. Sondey brings to the Board extensive industry, Company and operational experience from serving as our CEO, and prior to that from having served as the CEO of TAL. He has a breadth of experience managing a global business and in the areas of corporate finance and capital allocation, risk management, human capital management, strategic planning and mergers and acquisitions, as well as subject matter knowledge in the areas of logistics and international trade. As our CEO, he provides our Board with valuable perspectives regarding our business, strategy and performance and strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Robert W. Alspaugh
|
| |
|
|
| |
Years of Service: 5
Age: 74
Board Committees: Audit Committee (Chair)
Independent: Yes
|
|
Robert W. Alspaugh has served as a director of the Company since July 2016 and is the Chair of the Audit Committee. Mr. Alspaugh also served as a director of TCIL from 2012 to 2016. Mr. Alspaugh had a 36-year career with KPMG LLP, including serving as Chief Executive Officer of KPMG International from 2002 to 2006. Prior to that, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. practice from 1998 to 2002 and, over the course of his career served as senior partner for a diverse array of global and domestic companies across a broad range of industries. Mr. Alspaugh currently serves on the board of directors of Veoneer, Inc. Mr. Alspaugh previously served on the board of directors of Autoliv, Inc., Ball Corporation and Verifone Systems, Inc.
|
•
|
Mr. Alspaugh received his B.B.A. degree in accounting from Baylor University, where he graduated summa cum laude.
|
•
|
Mr. Alspaugh brings to the Board knowledge and experience in a variety of areas, including extensive financial, accounting and auditing expertise, as well as a deep understanding of corporate finance, strategy, economics, international business and extensive public company board experience that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Malcolm Baker
|
| |
|
|
| |
Years of Service: 5
Age: 51
Board Committees: Audit Committee
Independent: Yes
|
|
Malcolm P. Baker has served as a director since July 2016. Mr. Baker also served as a director of TAL from September 2006 to July 2016. Mr. Baker is the Robert G. Kirby Professor at the Harvard Business School and the director of research at Acadian Asset Management. From 2011 through 2018, he was the director of the corporate finance program at the National Bureau of Economic Research, and from 2014 to 2018 he was the unit head for finance at Harvard Business School.
|
•
|
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.
|
•
|
Mr. Baker brings to the Board knowledge and experience in a variety of areas, including corporate finance, economics, capital markets and financial risk management both from an academic and finance industry perspective that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Annabelle Bexiga
|
| |
|
|
| |
Years of Service: 1
Age: 59
Board Committees: Audit Committee
Independent: Yes
|
|
Annabelle Bexiga has served as a director since July 2020. Ms. Bexiga served as Chief Information Officer of Global Commercial Insurance at American International Group (AIG) from 2015 to 2017. Prior to that, she was Executive Vice President, Chief Information Officer at TIAA, where she worked from 2010 to 2015. She has also held leadership positions at Bain Capital, J.P. Morgan & Co. and Deutsche Bank, including as CIO of Bain Capital, LP from 2008 to 2010 and JPMorgan Invest from 2003 to 2006. Ms. Bexiga currently is a self-employed consultant and also serves on the board of directors of StoneX Group Inc. and on the supervisory board of DWS Group GmbH of Frankfurt, Germany.
|
•
|
Ms. Bexiga received her B.S. degree with a concentration in Computer Science from Seton Hall University and an Executive MBA from Rutgers University, Singapore.
|
•
|
Ms. Bexiga brings to the Board knowledge and experience in a variety of areas, including technology and financial services, and as a director of other U.S. and international public companies. Her extensive experience in information systems, cybersecurity, capital markets, risk management and corporate governance strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Claude Germain
|
| |
|
|
| |
Years of Service: 5
Age: 52
Board Committees: Compensation and Talent Management Committee (Chair), Nominating and Corporate Governance Committee
Independent: Yes
|
|
Claude Germain has served as a director since July 2016 and is the Chair of the Compensation and Talent Management Committee. Mr. Germain also served as a director of TAL from February 2009 to July 2016. Since 2010, Mr. Germain has been a principal and owner of Rouge River Capital, an investment firm focused on acquiring controlling stakes in private midmarket transportation and manufacturing companies. From 2011 to 2013, Mr. Germain was also President and CEO of SMTC Corporation, a global manufacturer of electronics based in Markham, Ontario and also served on its board of directors. From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, one of the largest logistics service providers in the world. Prior to that, Mr. Germain was the President of a Texas-based third-party logistics firm and a management consultant specializing in distribution for The Boston Consulting Group. Mr. Germain serves on the boards of several private companies, as well as Canada Post Corporation. 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.
|
•
|
Mr. Germain brings to the Board knowledge and experience in a variety of areas, including logistics, transportation, distribution, risk management and strategic planning and corporate governance that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Kenneth Hanau
|
| |
|
|
| |
Years of Service: 5
Age: 55
Board Committees: Audit Committee
Independent: Yes
|
|
Kenneth Hanau has served as a director since July 2016. Mr. Hanau also served as a director of TAL from October 2012 to July 2016. Mr. Hanau is a Managing Director at Bain Capital Private Equity, a unit of Bain Capital, one of the world’s foremost private investment firms with approximately $75 billion in assets under management. He has significant experience in private equity investing, with specialized focus in the industrial and business services sectors, and currently leads Bain Capital Private Equity’s North American industrials team. Prior to joining Bain Capital in 2015, Mr. Hanau was the Managing Partner of 3i’s private equity business in North America. Previously, Mr. Hanau held senior positions with Weiss, Peck & Greer and Halyard Capital. Before that, Mr. Hanau worked in investment banking at Morgan Stanley and at K&H Corrugated Case Corporation, a family-owned packaging business. Mr. Hanau is a certified public accountant and started his career with Coopers & Lybrand.
|
•
|
Mr. Hanau received his B.A. with honors from Amherst College and his M.B.A. from Harvard Business School.
|
•
|
Mr. Hanau brings to the Board knowledge and experience in a variety of areas, including corporate finance, capital markets, accounting, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
John Hextall
|
| |
|
|
| |
Years of Service: 5
Age: 64
Board Committees: Compensation and Talent Management Committee
Independent: Yes
|
|
John S. Hextall has served as a director since July 2016. Mr. Hextall is Chief Executive Officer of Shanghai based De Well Group, a privately held logistics company, a position he has held since October 2016, and is President and founder of Steers, Inc., a strategy and management consulting firm. From 2010 to 2016, Mr. Hextall served as President and CEO of the North American Region of Kuehne + Nagel, Inc., a leading global transportation and logistics provider. He also served as CEO of Nacora Insurance Brokers Inc. Prior to his role at Kuehne + Nagel, Inc., Mr. Hextall had a wide-ranging, 17-year career at UTi Worldwide Inc., a supply chain management company, including serving as a member of UTi’s Executive Management Board from 2005 to 2009, Executive Vice President and President of Freight Forwarding from 2008 to 2010, Executive Vice President and Chief Operating Officer from 2007 to 2008 and Executive Vice President and Global Leader of Client Solutions & Delivery from 2006 to 2007. Since 2016, he has also served as a nominee of CPP Investments on the board of directors of Pacific National in Sydney, Australia.
|
•
|
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.
|
•
|
Mr. Hextall brings to the Board knowledge and experience in a variety of areas, including logistics, international transportation (sea and air freight), customs and compliance, distribution, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Robert Rosner
|
| |
|
|
| |
Years of Service: 6
Age: 61
Board Committees: Nominating and Corporate Governance Committee (Chair)
Independent: Yes
|
|
Robert L. Rosner is a Founding Partner and Co-President of Vestar Capital Partners, Inc. Mr. Rosner has served as a director since October 2015 and is our Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee. He previously served as director of TCIL from 2013 to 2016 and as a member of its Compensation Committee. In 2000, Mr. Rosner established Vestar Capital Partners’ operations in Europe and served as President of Vestar Capital Partners Europe from 2000 - 2011, overseeing the firm’s affiliate offices in Paris, Milan and Munich. Prior to the formation of Vestar Capital Partners in 1988, Mr. Rosner was a member of the Management Buyout Group at The First Boston Corporation. He is a director of Edward Don & Company and Procure Analytics. Mr. Rosner previously served as a director of Civitas Solutions and Institutional Shareholder Services Inc.
|
•
|
Mr. Rosner received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School at the University of Pennsylvania.
|
•
|
Mr. Rosner brings to the Board knowledge and experience in a variety of areas, including international business, corporate finance, capital markets, strategic planning, risk management and corporate governance that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
Simon R. Vernon
|
| |
|
|
| |
Years of Service: 5
Age: 62
Board Committees:
Independent: No
|
|
Simon R. Vernon has served as a director since July 2016. Upon the closing of the merger of TCIL and TAL in July 2016, Mr. Vernon, who had served as the President and Chief Executive Officer of TCIL from 2003 until 2016, became the President of Triton, a position which he held until he retired on February 28, 2018. Before being named President and Chief Executive Officer of TCIL, Mr. Vernon served as Executive Vice President of TCIL beginning in 1999, Senior Vice President beginning in 1996 and Vice President of Global Marketing beginning in 1994. Mr. Vernon also served as Director of Marketing of TCIL beginning in 1986, responsible for Southeast Asia and China and, beginning in 1991, for all of the Pacific basin. Prior to joining TCIL, Mr. Vernon served as chartering manager at Jardine Shipping Limited from 1984 to 1985, as a manager in the owner’s brokering department at Yamamizu Shipping Company Limited from 1982 to 1984 and as a ship broker with Matheson Charting Limited from 1980 to 1982. Mr. Vernon is also a director of Through Transport Club (Bermuda) and Tristar Container Services (Asia) Pvt. Limited, a joint venture between Triton and Marine Container Services (I) Pvt. Limited.
|
•
|
Mr. Vernon holds a B.A. from Exeter University in England.
|
•
|
Mr. Vernon brings to the Board knowledge and experience in a variety of areas, including extensive industry knowledge as a former senior executive of our company and other leading container leasing companies, as well as logistics, human capital management, strategic planning, risk management and mergers and acquisitions experience that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.
|
|
|
| |
Fees Earned or
Paid in Cash(1)
|
| |
Common
Shares Awards(2)
|
| |
All Other
Compensation(3)
|
| |
Totals
|
|
|
Robert Alspaugh
|
| |
$90,000
|
| |
$132,920
|
| |
$—
|
| |
$222,920
|
|
|
Karen Austin(4)
|
| |
$23,077
|
| |
$—
|
| |
$—
|
| |
$23,077
|
|
|
Malcolm P. Baker
|
| |
$75,000
|
| |
$132,920
|
| |
$—
|
| |
$207,920
|
|
|
Annabelle Bexiga
|
| |
$37,500
|
| |
$114,035
|
| |
$—
|
| |
$151,535
|
|
|
David Coulter
|
| |
$85,000
|
| |
$132,920
|
| |
$—
|
| |
$217,920
|
|
|
Claude Germain
|
| |
$95,000
|
| |
$132,920
|
| |
$—
|
| |
$227,920
|
|
|
Kenneth J. Hanau
|
| |
$75,000
|
| |
$132,920
|
| |
$—
|
| |
$207,920
|
|
|
John Hextall
|
| |
$75,000
|
| |
$132,920
|
| |
$—
|
| |
$207,920
|
|
|
Robert Rosner(5)
|
| |
$95,000
|
| |
$132,920
|
| |
$—
|
| |
$227,920
|
|
|
Simon Vernon
|
| |
$ 60,000
|
| |
$ 132,920
|
| |
$80,000
|
| |
$ 272,920
|
|
(1)
|
Each of our non-executive directors receives a $60,000 base annual retainer, a $15,000 annual fee for serving on one committee, an additional $10,000 annual fee for serving on a second committee, an additional $10,000 annual fee for serving as the Chair of a committee, except that the Chair of the Audit committee receives an additional $15,000 annual fee for serving as Chair, and the Lead Independent Director receives an additional $10,000 annual fee. The annual retainer and annual fees are paid quarterly.
|
(2)
|
On April 21, 2020, our non-executive directors with the exception of Annabelle Bexiga and Karen Austin were each granted 4,677 common shares. These common shares were fully vested upon grant and had a grant date fair value of $132,920 (based on the closing price of $28.42 per share). Annabelle Bexiga received an initial grant on July 1, 2020, in connection with her joining the Board of 3,819 shares which were fully vested upon grant and had a grant date fair value of $114,035 (based on the closing price of $29.86 per share). For discussion regarding the assumptions used in valuing these common share grants, please refer to Note 9 to the 2020 Consolidated Financial Statements in the Company’s Form 10-K filed on February 16, 2021. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, 2020.
|
(3)
|
Includes $80,000 earned by him for service as the Company’s representative on other companies’ boards of directors. See “Certain Relationships and Related Party Transactions.”
|
(4)
|
Ms. Austin stepped down from the Board effective April 21, 2020.
|
(5)
|
Fees and common share awards were paid on Mr. Rosner’s behalf to Vestar Capital Partners LLC.
|
|
|
| ||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
•
|
| |
Brian M. Sondey
|
| |
Chairman, Chief Executive Officer
|
| |
|
|
|
|
| |
•
|
| |
John Burns
|
| |
Senior Vice President and Chief Financial Officer
|
| |
|
|
|
|
| |
•
|
| |
John F. O’Callaghan
|
| |
Executive Vice President, Global Head of Field Marketing and Operations
|
| |
|
|
|
|
| |
•
|
| |
Kevin Valentine
|
| |
Senior Vice President, Triton Container Sales
|
| |
|
|
|
|
| |
•
|
| |
Carla Heiss
|
| |
Senior Vice President, General Counsel and Secretary
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
•
|
fairly reward the executives for their contributions to the Company;
|
•
|
allow the Company to recruit and retain highly qualified executives;
|
•
|
are straightforward for our executives and our shareholders to understand and value;
|
•
|
link a substantial portion of overall compensation to highly impactful short-term and long-term measures of performance that incentivize our executives to create long-term shareholder value; and
|
•
|
do not promote excessive risk taking.
|
|
What We Do
|
| |
|
| |
What We Don’t Do
|
| ||||||
|
✔
|
| |
Link a substantial portion of executive pay to Company performance through our annual and long-term incentive plans
|
| |
|
| |
✘
|
| |
We do not provide single-trigger change-in-control provisions
|
|
|
✔
|
| |
Compare executive compensation and Company performance to relevant peer group companies
|
| |
|
| |
✘
|
| |
We do not implement pay policies or practices that pose material adverse risk to the Company
|
|
|
✔
|
| |
Require executives and directors to meet meaningful share ownership requirements
|
| |
|
| |
✘
|
| |
We do not allow any hedging or pledging of equity holdings by executives or directors
|
|
|
✔
|
| |
Subject equity and annual incentive compensation to a clawback policy
|
| |
|
| |
✘
|
| |
We do not provide tax gross-ups
|
|
|
✔
|
| |
Provide only limited perquisites
|
| |
|
| |
✘
|
| |
We do not pay dividends on unvested share awards; dividends are accrued and paid only if the underlying share awards vest
|
|
|
✔
|
| |
Hold an annual “Say-on-Pay” vote
|
| |||||||||
|
✔
|
| |
Use an independent compensation consultant
|
| |
|
| |
✘
|
| |
We do not guarantee the payment of bonuses
|
|
•
|
executive compensation history;
|
•
|
comparable company performance and compensation;
|
•
|
input and recommendations from its independent compensation consultant; and
|
•
|
executive and Company performance relative to established targets.
|
•
|
Aircastle Limited was acquired in 2020 and was removed from the peer group;
|
•
|
Mobile Mini merged with WillScot Corporation in 2020 and was replaced in the peer group by WillScot Mobile Mini, the go-forward entity in the merger; and
|
•
|
the peer group was expanded by adding the following companies:
|
•
|
Air Transport Services Group Inc.,
|
•
|
CIT Group Inc.,
|
•
|
Cubesmart,
|
•
|
Life Storage, Inc. and
|
•
|
McGrath RentCorp.
|
|
Pay Element
|
| |
Purpose
|
| |
Performance Period
|
| |
2020 Performance Metrics
|
|
|
Base salary
|
| |
Attract and retain talent
|
| |
Annual
|
| |
—
|
|
|
Annual cash incentive
|
| |
Incentivize achievement of short-term financial and operational/strategic objectives
|
| |
Annual
|
| |
• Adjusted EPS
• Adjusted Return on Equity
•Growth in Revenue Earning Assets
|
|
|
Long-term equity based compensation—time-based restricted shares
|
| |
Facilitates stock ownership, executive retention and shareholder alignment
|
| |
Three Years
|
| |
Stock price appreciation
|
|
|
Long-term equity based compensation—performance- based restricted shares
|
| |
Designed to reward long-term performance relative to peers and shareholder alignment
|
| |
Three Years
|
| |
Relative total shareholder return (“TSR”)
|
|
|
Name
|
| |
2020
Base Salary
|
| |
2019
Base Salary
|
| |
Increase to
Base Salary
|
|
|
Brian M. Sondey
|
| |
$950,000
|
| |
$930,000
|
| |
2.2%
|
|
|
John Burns
|
| |
$475,000
|
| |
$455,000
|
| |
4.4%
|
|
|
John F. O’Callaghan(1)
|
| |
$475,650
|
| |
$445,475
|
| |
6.8%
|
|
|
Kevin Valentine
|
| |
$385,000
|
| |
$370,000
|
| |
4.1%
|
|
|
Carla Heiss(2)
|
| |
$400,000
|
| |
$400,000
|
| |
—%
|
|
(1)
|
Mr. O’Callaghan’s 2020 and 2019 Base Salary amounts shown in the table use a conversion rate of USD 1.334 to GBP 1.0 and USD 1.293 to GBP 1.0, respectively. In GBP, the increase to his Base Salary was 3.5%.
|
(2)
|
Ms. Heiss joined the Company in December 2019. Amount shown for 2019 is annualized.
|
|
Name
|
| |
Target
(% of Salary)
|
| |
Range
(% of Salary)
|
|
|
Brian M. Sondey
|
| |
100
|
| |
0 - 200
|
|
|
John Burns
|
| |
60
|
| |
0 - 120
|
|
|
John F. O’Callaghan
|
| |
60
|
| |
0 - 120
|
|
|
Kevin Valentine
|
| |
60
|
| |
0 - 120
|
|
|
Carla Heiss
|
| |
60
|
| |
0 - 120
|
|
|
Consolidated financial performance
|
| |
Weighting
|
| |
Target
|
| |
Threshold
|
| |
Maximum
|
| |
Actual
|
|
|
Adjusted EPS
|
| |
60%
|
| |
$4.08
|
| |
$3.57
|
| |
$5.10
|
| |
$4.61
|
|
|
Growth in Revenue Earning Assets
|
| |
20%
|
| |
5%
|
| |
0%
|
| |
10%
|
| |
0.7%
|
|
|
Adjusted Return On Equity
|
| |
20%
|
| |
13.0.%
|
| |
11.4%
|
| |
16.3%
|
| |
15.9%
|
|
|
Metric
|
| |
Objective
|
|
|
Adjusted EPS
|
| |
Measures our core profitability and success in achieving profitable growth for our shareholders.
|
|
|
Growth in Revenue Earning Assets
|
| |
Measures our ability to grow our business and market position in a competitive environment.
|
|
|
Adjusted Return On Equity
|
| |
Measures how efficiently management uses investors’ capital to generate profits.
|
|
•
|
Successfully navigating the rapid transition to remote working globally while managing business continuity risks across all operations and functions.
|
•
|
Significantly growing our market share of leasing transactions.
|
•
|
Achieving nearly 99% equipment utilization rate at the end of the year.
|
•
|
Increasing lease durations for new and used equipment, thus locking in attractive lease rates for extended terms.
|
•
|
Skillfully managing increased customer credit risk during the first half of the year, including rapidly reducing higher risk exposures and collaboratively working with customers to profitably mitigate short-term challenges.
|
•
|
Rigorously managing the Company’s capital allocation strategy through the pandemic, including focusing on aggressive share repurchases in the first half of the year while market conditions were weak and rapidly pivoting to accelerated fleet growth when market conditions inflected upwards, all while lowering overall leverage, attractively refinancing existing debt and increasing annual dividends by nearly 10%.
|
•
|
Continuously maintaining a focus on employee safety, wellness and engagement.
|
|
|
| |
Financial
|
| |
Individual
|
| |
Financial/
Individual
Bonus
|
| |
COVID-19
Adjustment
|
| |
Total
2020
Bonus
|
| |
Target
Bonus (as a
% of base
Salary)
|
| |
Total
Payout as
a % of
Target
|
| ||||||
|
|
| |
Performance
|
| |
Weighting
|
| |
Performance
|
| |
Weighting
|
| |||||||||||||||
|
Brian M. Sondey
|
| |
131%
|
| |
50%
|
| |
180%
|
| |
50%
|
| |
$1,477,250
|
| |
110%
|
| |
$1,624,975
|
| |
100%
|
| |
171%
|
|
|
John Burns
|
| |
131%
|
| |
50%
|
| |
135%
|
| |
50%
|
| |
$379,050
|
| |
110%
|
| |
$416,955
|
| |
60%
|
| |
146%
|
|
|
John F. O'Callaghan
|
| |
131%
|
| |
50%
|
| |
200%
|
| |
50%
|
| |
$472,320
|
| |
110%
|
| |
$519,552
|
| |
60%
|
| |
182%
|
|
|
Kevin Valentine
|
| |
131%
|
| |
50%
|
| |
200%
|
| |
50%
|
| |
$382,305
|
| |
110%
|
| |
$420,536
|
| |
60%
|
| |
182%
|
|
|
Carla Heiss
|
| |
131%
|
| |
50%
|
| |
135%
|
| |
50%
|
| |
$319,200
|
| |
110%
|
| |
$351,120
|
| |
60%
|
| |
146%
|
|
(1)
|
Effective July 1, 2020, Mobile Mini Inc. was replaced with the go-forward entity from its merger with WillScot Corporation, Willscot Mobile Mini.
|
•
|
The TSR of each peer company over the three-year performance period will be calculated and ranked, provided that Textainer will be included on the list three times and CAI will be included on the list twice, as they are direct competitors of the Company and provide a common basis for comparison.
|
•
|
If the Company’s TSR over the three-year performance period is in the bottom one-third of the peer companies, 50% of the target performance-based restricted shares will vest.
|
•
|
If the Company’s TSR over the three-year performance period is in the middle one-third of the peer companies, 100% of the target performance-based restricted shares will vest.
|
•
|
If the Company’s TSR over the three-year performance period is in the top one-third of the peer companies, 150% of the target performance-based restricted shares will vest.
|
|
|
| |
Vesting Date
|
| |
Time-Based
|
| |
Performance-Based
|
| ||||||
|
Name
|
| |
Minimum
|
| |
Target
|
| |
Maximum
|
| ||||||
|
Brian M. Sondey
|
| |
January 10, 2023
|
| |
31,347
|
| |
15,674
|
| |
31,347
|
| |
47,021
|
|
|
John Burns
|
| |
January 10, 2023
|
| |
6,399
|
| |
3,199
|
| |
6,398
|
| |
9,598
|
|
|
John F. O’Callaghan
|
| |
January 10, 2023
|
| |
5,882
|
| |
2,941
|
| |
5,881
|
| |
8,822
|
|
|
Kevin Valentine
|
| |
January 10, 2023
|
| |
5,753
|
| |
2,876
|
| |
5,752
|
| |
8,629
|
|
|
Carla Heiss(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Ms. Heiss received a share grant upon joining the Company in December 2019 intended to cover the 2020 compensation period and thus pursuant to her employment offer letter did not receive an equity incentive award in 2020.
|
|
|
| |
Time-Based Awards
|
| |
Performance-Based Awards
|
| ||||||
|
Name
|
| |
Number of
Shares
Acquired on
Vesting
(#)
|
| |
Value
Realized on
Vesting
($)
|
| |
Number of
Shares
Acquired on
Vesting
(#)
|
| |
Value
Realized on
Vesting
($)
|
|
|
Brian M. Sondey
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
John Burns
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
John F. O’Callaghan
|
| |
4,091
|
| |
$164,458
|
| |
5,113
|
| |
$205,543
|
|
|
Kevin Valentine
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
Carla Heiss
|
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
Name
|
| |
Stock Ownership Target
as a Multiple of Salary
|
|
|
Brian M. Sondey
|
| |
6
|
|
|
John Burns
|
| |
3
|
|
|
John F. O’Callaghan
|
| |
2
|
|
|
Kevin Valentine
|
| |
2
|
|
|
Carla Heiss
|
| |
2
|
|
|
| |
The Compensation and Talent
Management Committee
|
|
| |
|
|
| |
Claude Germain, Chair
David A. Coulter
John S. Hextall
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Share Awards
($)(1)(2)
|
| |
Non-Equity
Incentive
Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
($)
|
|
|
Brian M. Sondey
|
| |
2020
|
| |
950,000
|
| |
—
|
| |
2,384,880
|
| |
1,624,975
|
| |
16,040
|
| |
4,975,895
|
|
|
Chairman and Chief Executive Officer
|
| |
2019
|
| |
930,000
|
| |
—
|
| |
2,210,834
|
| |
841,650
|
| |
16,403
|
| |
3,998,887
|
|
|
2018
|
| |
900,000
|
| |
—
|
| |
2,006,536
|
| |
1,548,000
|
| |
18,791
|
| |
4,473,327
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
John Burns
|
| |
2020
|
| |
475,000
|
| |
—
|
| |
486,798
|
| |
416,955
|
| |
21,914
|
| |
1,400,667
|
|
|
Senior Vice President and Chief Financial Officer
|
| |
2019
|
| |
455,000
|
| |
—
|
| |
466,741
|
| |
226,590
|
| |
16,006
|
| |
1,164,337
|
|
|
2018
|
| |
440,000
|
| |
—
|
| |
444,364
|
| |
427,680
|
| |
15,915
|
| |
1,327,959
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
John F. O’Callaghan(5)
|
| |
2020
|
| |
475,650
|
| |
—
|
| |
447,465
|
| |
519,552
|
| |
24,932
|
| |
1,467,599
|
|
|
Executive Vice President, Global Head of Field Marketing and Operations
|
| |
2019
|
| |
445,475
|
| |
—
|
| |
432,332
|
| |
221,847
|
| |
22,927
|
| |
1,122,581
|
|
|
2018
|
| |
425,973
|
| |
—
|
| |
382,267
|
| |
414,045
|
| |
39,313
|
| |
1,261,598
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Kevin Valentine
|
| |
2020
|
| |
385,000
|
| |
—
|
| |
437,650
|
| |
420,536
|
| |
15,283
|
| |
1,258,469
|
|
|
Senior Vice President, Triton Container Sales
|
| |
2019
|
| |
370,000
|
| |
—
|
| |
422,510
|
| |
217,560
|
| |
15,131
|
| |
1,025,201
|
|
|
2018
|
| |
355,000
|
| |
—
|
| |
358,339
|
| |
419,610
|
| |
14,542
|
| |
1,147,491
|
| |||
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Carla Heiss
|
| |
2020
|
| |
400,000
|
| |
—
|
| |
—
|
| |
351,120
|
| |
14,526
|
| |
765,646
|
|
|
Senior Vice President, General Counsel and Secretary
|
| |
2019
|
| |
23,077
|
| |
330,000
|
| |
417,196
|
| |
—
|
| |
656
|
| |
770,929
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
Pursuant to SEC guidance, the share award values shown in this column represent the grant date fair value of the time-based and performance-based restricted shares granted by the Company as calculated in accordance with FASB ASC 718 - “Compensation-Stock Compensation” (ASC 718). For further discussion regarding the assumptions used in valuing these share awards, please refer to Note 9 in the 2020 Consolidated Financial Statements in the Company’s Form 10-K filed on February 16, 2021. Dividends are not paid on awards during the vesting period. Actual value to be realized, if any, will depend on the satisfaction of certain pre-established vesting conditions. The awards granted for 2020 are set forth in the “Grants of Plan-Based Awards Table” on page 37.
|
(2)
|
The grant date fair value of the performance-based restricted common shares reported in this column assumes that these awards will be earned at the target level of performance. If the maximum level of performance had been assumed, the grant date fair value of the time-based and the performance-based restricted shares granted to our Named Executive Officers would have been as follows for 2020: Mr. Sondey: $2,981,119; Mr. Burns: $608,526; Mr. O’Callaghan: $559,340; and Mr. Valentine: $547,091.
|
(3)
|
Cash awards earned under our annual incentive compensation program. All incentive compensation payments to our Named Executive Officers are calculated following the closing of the fiscal year and paid out in January/February of the following year.
|
(4)
|
For 2020, All Other Compensation consisted of the following:
|
|
Name
|
| |
Savings Plan
Company Match
($)
|
| |
Other
Compensation
($)(1)
|
| |
Total
|
|
|
Brian M. Sondey
|
| |
6,000
|
| |
10,040
|
| |
16,040
|
|
|
John Burns
|
| |
6,000
|
| |
15,914
|
| |
21,914
|
|
|
John F. O’Callaghan
|
| |
7,100
|
| |
17,831
|
| |
24,931
|
|
|
Kevin Valentine
|
| |
6,000
|
| |
9,283
|
| |
15,283
|
|
|
Carla Heiss
|
| |
6,000
|
| |
8,526
|
| |
14,526
|
|
(1)
|
Other compensation includes Company paid car allowances, Company paid life insurance premiums for coverage exceeding $50,000 and Company matching gift donations. In addition, for Mr. O’Callaghan the amount also includes club membership fees.
|
(5)
|
Amounts reported in the table for Mr. O'Callaghan were paid in GBP and converted for purposes of this table from GBP to U.S. dollars at an exchange rate of USD 1.334 to GBP 1.0 for 2020, USD 1.293 to GBP 1.0 for 2019, and USD 1.276 to GBP 1.0 for 2018.
|
|
|
| |
Grant Date
|
| |
Estimated Possible Payouts under
Non-Equity Incentive Awards
|
| |
Estimated Future Payouts under
Equity Incentive Awards
|
| |
All Other
Share
Awards:
Number of
Shares
(#)
|
| |
Grant Date Fair
Value of Share
Awards(2)
|
| ||||||||||||
|
Name
|
| |
Minimum
($)(1)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Minimum
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||
|
Brian M. Sondey
|
| |
2/11/2020
|
| |
$—
|
| |
$950,000
|
| |
$1,900,000
|
| |
15,674
|
| |
31,347
|
| |
47,021
|
| |
|
| |
$1,192,440
|
|
|
|
| |
2/11/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
31,347
|
| |
$1,192,440
|
|
|
John Burns
|
| |
2/11/2020
|
| |
$—
|
| |
$285,000
|
| |
$570,000
|
| |
3,199
|
| |
6,398
|
| |
9,598
|
| |
|
| |
$243,380
|
|
|
|
| |
2/11/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
6,399
|
| |
$243,418
|
|
|
John F. O’Callaghan(3)
|
| |
2/11/2020
|
| |
$—
|
| |
$285,390
|
| |
$570,780
|
| |
2,941
|
| |
5,881
|
| |
8,822
|
| |
|
| |
$223,713
|
|
|
|
| |
2/11/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,882
|
| |
$223,751
|
|
|
Kevin Valentine
|
| |
2/11/2020
|
| |
$—
|
| |
$231,000
|
| |
$462,000
|
| |
2,876
|
| |
5,752
|
| |
8,629
|
| |
|
| |
$218,806
|
|
|
|
| |
2/11/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,753
|
| |
$218,844
|
|
|
Carla Heiss(4)
|
| |
2/11/2020
|
| |
$—
|
| |
$240,000
|
| |
$480,000
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
$—
|
|
(1)
|
Awards granted under our annual incentive plan do not have a minimum performance payout.
|
(2)
|
Calculated based on target equity incentive awards using the February 11, 2020 closing share price of $38.04.
|
(3)
|
Amounts reported in the “Non-Equity Incentive Award” column are based on an exchange rate of USD 1.334 to GBP 1.0.
|
(4)
|
Ms. Heiss received a share grant upon joining the Company in December 2019 intended to cover the 2020 compensation period and thus pursuant to her employment offer letter did not receive an equity incentive award in 2020.
|
|
|
| |
Stock Awards
|
| |||||||||||||||
|
|
| |
Time-Based
Restricted Shares
|
| |
Performance-Based
Restricted Shares
|
| |
Combined Totals
|
| |||||||||
|
Name
|
| |
Number of
Shares or
Units That
Have Not
Vested
(#)(1)
|
| |
Market Value of
Shares or Units
That Have
Not Vested
($)(2)
|
| |
Number of
Unearned Shares
That Have
Not Vested
(#)(3)
|
| |
Market or
Payout Value of
Unearned Shares
That Have
Not Vested
($)(2)
|
| |
Total Number
of Unvested
Time-Based and
Performance-Based
Restricted Shares
(#)
|
| |
Combined
Market Value
of Unvested
Time-Based and
Performance-Based
Restricted Shares
($)
|
|
|
Brian M. Sondey(4)
|
| |
92,448
|
| |
$4,484,652
|
| |
138,670
|
| |
$6,726,882
|
| |
231,118
|
| |
$11,211,534
|
|
|
John Burns(5)
|
| |
19,580
|
| |
$949,826
|
| |
29,370
|
| |
$1,424,739
|
| |
48,950
|
| |
$2,374,565
|
|
|
John F. O’Callaghan(6)
|
| |
17,692
|
| |
$858,239
|
| |
26,536
|
| |
$1,287,261
|
| |
44,228
|
| |
$2,145,500
|
|
|
Kevin Valentine(7)
|
| |
17,088
|
| |
$828,939
|
| |
25,629
|
| |
$1,243,263
|
| |
42,717
|
| |
$2,072,202
|
|
|
Carla Heiss(8)
|
| |
5,650
|
| |
$274,082
|
| |
8,475
|
| |
$411,122
|
| |
14,125
|
| |
$685,204
|
|
(1)
|
Amounts appearing in this column include (1) time-based restricted shares granted by the Company in February 2018, 2019, and 2020 to each of our Named Executive Officers (other than Ms. Heiss), and (2) time-based restricted shares granted by the Company to Ms. Heiss in December 2019. The share grants have three-year cliff vesting contingent upon continued employment with the Company.
|
(2)
|
The closing price of the Company’s common shares on December 31, 2020 was $48.51.
|
(3)
|
Amounts appearing in this column include (1) performance-based restricted shares granted by the Company in February 2018, 2019, and 2020 to each of our Named Executive Officers (other than Ms. Heiss), and (2) performance-based restricted shares granted by the Company to Ms. Heiss in December 2019. The performance-based restricted share grants have three-year cliff vesting contingent upon continued employment with the Company, and are also contingent upon meeting certain performance-based criteria, as described above in the Compensation Discussion and Analysis. The amounts appearing in this column assume that the maximum number of performance-based restricted shares will be earned.
|
(4)
|
Mr. Sondey’s restricted shares vest as follows: 68,341 on January 1, 2021, 84,409 on January 1, 2022, and 78,368 on January 10, 2023 (which all include the maximum of the performance-based share grants).
|
(5)
|
Mr. Burns’ restricted shares vest as follows: 15,133 on January 1, 2021, 17,820 on January 1, 2022, and 15,997 on January 10, 2023 (which all include the maximum of the performance-based share grants).
|
(6)
|
Mr. O’Callaghan’s restricted shares vest as follows: 13,018 on January 1, 2021, 16,506 on January 1, 2022, and 14,704 on January 10, 2023 (which all include the maximum of the performance-based share grants).
|
(7)
|
Mr. Valentine’s restricted shares vest as follows: 12,204 on January 1, 2021, 16,131 on January 1, 2022, and 14,382 on January 10, 2023 (which all include the maximum of the performance-based share grants).
|
(8)
|
Ms. Heiss’ restricted shares vest as follows: 14,125 on December 3, 2022 (which includes the maximum of the performance-based share grants).
|
|
|
| |
Stock Awards
|
| |||
|
Name
|
| |
Number of
Shares
Acquired on
Vesting
(#)
|
| |
Value
Realized
on
Vesting
($)
|
|
|
Brian M. Sondey
|
| |
—
|
| |
$—
|
|
|
John Burns
|
| |
—
|
| |
$—
|
|
|
John F. O’Callaghan
|
| |
9,204
|
| |
$370,001
|
|
|
Kevin Valentine
|
| |
—
|
| |
$—
|
|
|
Carla Heiss
|
| |
—
|
| |
$—
|
|
|
Name
|
| |
Benefit
|
| |
Termination Event
|
| ||||||
|
|
| |
|
| |
Termination
without Cause or
with Good Reason
|
| |
Termination
without Cause or
with Good Reason
in connection with a
Change of Control
|
| |
Termination
due to death
or disability
|
|
|
Brian M. Sondey
|
| |
Cash Severance(1)
|
| |
$2,850,000
|
| |
$2,850,000
|
| |
$2,850,000
|
|
|
|
| |
Restricted Stock(2)
|
| |
$8,190,345
|
| |
$12,158,901
|
| |
$12,158,901
|
|
|
|
| |
Non-Compete(1)
|
| |
$950,000
|
| |
$950,000
|
| |
$—
|
|
|
|
| |
Other (1)(5)
|
| |
$15,958
|
| |
$15,958
|
| |
$—
|
|
|
|
| |
TOTAL
|
| |
$12,006,303
|
| |
$15,974,859
|
| |
$15,008,901
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
John Burns
|
| |
Cash Severance(4)
|
| |
$467,692
|
| |
$467,692
|
| |
$—
|
|
|
|
| |
Restricted Stock(2)
|
| |
$1,767,699
|
| |
$2,577,788
|
| |
$2,577,788
|
|
|
|
| |
Non-Compete(3)
|
| |
$475,000
|
| |
$475,000
|
| |
$—
|
|
|
|
| |
Other(5)
|
| |
$15,958
|
| |
$15,958
|
| |
$—
|
|
|
|
| |
TOTAL
|
| |
$2,726,349
|
| |
$3,536,438
|
| |
$2,577,788
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
John F. O’Callaghan(6)
|
| |
Cash Severance(4)
|
| |
$468,332
|
| |
$468,332
|
| |
$—
|
|
|
|
| |
Restricted Stock(2)
|
| |
$1,582,671
|
| |
$2,327,282
|
| |
$2,327,282
|
|
|
|
| |
Non-Compete(3)
|
| |
$475,650
|
| |
$475,650
|
| |
$—
|
|
|
|
| |
Other(5)
|
| |
$14,427
|
| |
$14,427
|
| |
$—
|
|
|
|
| |
TOTAL
|
| |
$2,541,080
|
| |
$3,285,691
|
| |
$2,327,282
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Kevin Valentine
|
| |
Cash Severance(4)
|
| |
$379,077
|
| |
$379,077
|
| |
$—
|
|
|
|
| |
Restricted Stock(2)
|
| |
$1,518,351
|
| |
$2,246,656
|
| |
$2,246,656
|
|
|
|
| |
Non-Compete(3)
|
| |
$385,000
|
| |
$385,000
|
| |
$—
|
|
|
|
| |
Other(5)
|
| |
$16,807
|
| |
$16,807
|
| |
$—
|
|
|
|
| |
TOTAL
|
| |
$2,299,235
|
| |
$3,027,540
|
| |
$2,246,656
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Carla Heiss
|
| |
Cash Severance(4)
|
| |
$393,846
|
| |
$393,846
|
| |
$—
|
|
|
|
| |
Restricted Stock(2)
|
| |
$715,290
|
| |
$715,290
|
| |
$715,290
|
|
|
|
| |
Non-Compete(3)
|
| |
$400,000
|
| |
$400,000
|
| |
$—
|
|
|
|
| |
Other(5)
|
| |
$12,023
|
| |
$12,023
|
| |
$—
|
|
|
|
| |
TOTAL
|
| |
$1,521,159
|
| |
$1,521,159
|
| |
$715,290
|
|
(1)
|
As described in the section “Employment Agreement with Mr. Sondey” on page 33.
|
(2)
|
See the “Outstanding Equity Awards at Fiscal Year End” table on page 37. Amounts shown assume all restricted shares not granted in the year of termination fully vest, including performance-based shares vested at maximum, and accrued dividends as of December 31, 2020.
|
(3)
|
As described in the section “Non-Compete Agreements” on page 34.
|
(4)
|
As described in the section “Employee Severance Plan” on page 34. Assumes each Named Executive Officer will receive the maximum cash severance award under the Employee Severance Plan.
|
(5)
|
Includes health and welfare benefits and outplacement services as provided under the Employee Severance Plan.
|
(6)
|
Amounts shown in the table use a conversion rate of USD 1.334 to GBP 1.0.
|
|
Plan Category
|
| |
Number of securities
to be issued
upon exercise of outstanding
options, warrants and rights
|
| |
Weighted average
exercise price of
outstanding options,
warrants and rights
|
| |
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
|
|
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
|
Equity compensation plans approved by security holders(1)
|
| |
297,260(2)
|
| |
N/A
|
| |
3,338,852
|
|
|
Equity compensation plans not approved by security holders
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
|
Total
|
| |
297,260
|
| |
N/A
|
| |
3,338,852
|
|
(1)
|
Represents the 2016 Equity Incentive Plan.
|
(2)
|
Represents the number of performance-based restricted common shares that can be earned if the Company’s TSR over the three-year performance period is in the top one-third of the list of peer companies. The weighted average exercise price of the restricted shares identified in column (a) is listed as N/A since such restricted shares do not have an exercise price or purchase price. Pursuant to SEC guidance, time-based restricted common shares that were issued and outstanding as of December 31, 2020 are not included in column (a) or (c) of this table.
|
|
Type of Fees
|
| |
2020
|
| |
2019
|
|
|
Audit Fees
|
| |
$1,988,334
|
| |
$2,186,365
|
|
|
Audit-Related Fees
|
| |
—
|
| |
—
|
|
|
Tax Fees
|
| |
581,086
|
| |
689,450
|
|
|
All Other Fees
|
| |
337,000
|
| |
90,000
|
|
|
Total Fees
|
| |
$2,906,420
|
| |
$2,965,815
|
|
•
|
our directors and Named Executive Officers and all of our directors and executive officers as a group; and
|
•
|
each person who we know beneficially owns more than 5% of our common shares.
|
|
|
| |
Shares Beneficially Owned
|
| |||
|
Name of Beneficial Owner
|
| |
Number
|
| |
Percent
|
|
|
Brian M. Sondey(1)
|
| |
509,999
|
| |
*
|
|
|
John Burns(1)
|
| |
75,245
|
| |
*
|
|
|
John F. O’Callaghan(1)
|
| |
117,806
|
| |
*
|
|
|
Kevin Valentine(1)
|
| |
34,174
|
| |
*
|
|
|
Carla Heiss(1)
|
| |
15,474
|
| |
*
|
|
|
Robert W. Alspaugh
|
| |
35,969
|
| |
*
|
|
|
Malcolm P. Baker
|
| |
56,457
|
| |
*
|
|
|
Annabelle Bexiga
|
| |
3,819
|
| |
*
|
|
|
David A. Coulter(2)
|
| |
38,448
|
| |
*
|
|
|
Claude Germain(3)
|
| |
46,135
|
| |
*
|
|
|
Kenneth Hanau
|
| |
38,957
|
| |
*
|
|
|
John S. Hextall
|
| |
26,457
|
| |
*
|
|
|
Robert L. Rosner
|
| |
—
|
| |
*
|
|
|
Simon R. Vernon
|
| |
227,535
|
| |
*
|
|
|
All directors and executive officers as a group (14 persons)
|
| |
1,225,607
|
| |
1.8%
|
|
*
|
None of the Directors or Named Executive Officers beneficially owned 1% or more of the Company’s outstanding shares.
|
(1)
|
For each Named Executive Officer, number of shares beneficially owned includes restricted shares granted in 2019, 2020, and 2021 as follows: Mr. Sondey (180,030); Mr. Burns (37,563); Mr. O’Callaghan (34,094); Mr. Valentine (33,584) and Ms. Heiss (15,474).
|
(2)
|
Includes 1,020 shares held by the DC Dynasty Trust and SW Dynasty Trust.
|
(3)
|
Includes 2,348 shares held by his spouse.
|
|
|
| |
Shares Beneficially Owned
|
| |||
|
Five Percent and Greater Shareholders
|
| |
Number
|
| |
Percent(1)
|
|
|
BlackRock Inc.(2)
|
| |
4,898,935
|
| |
7.3%
|
|
|
The Vanguard Group(3)
|
| |
6,814,054
|
| |
10.1%
|
|
|
Dimensional Fund Advisors LP(4)
|
| |
5,040,198
|
| |
7.5%
|
|
|
Wellington Management Group LLP(5)
|
| |
6,664,378
|
| |
9.9%
|
|
(1)
|
The percentages of beneficial ownership are based on 67,372,008 common shares of Triton International Limited outstanding as of March 1, 2021.
|
(2)
|
Based on the Schedule 13G/A filed with the SEC on February 1, 2021 by BlackRock, Inc., BlackRock Inc. had sole voting power over 4,720,822 common shares and sole dispositive power over 4,898,935 common shares it beneficially owned as of December 31, 2020. The principal business office address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
(3)
|
Based on the Schedule 13G/A filed with the SEC on March 10, 2021 by The Vanguard Group. The Vanguard Group had sole dispositive power over 6,693,275 common shares, shared voting power over 67,131 common shares and shared dispositive power over 120,779 common shares it beneficially owned as of February 26, 2021. The principal business office address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
|
(4)
|
Based on the Schedule 13G/A filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power over 4,859,966 common shares and sole dispositive power over 5,040,198 common shares it beneficially owned as of December 31, 2020. The principal business office address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
|
(5)
|
Based on the Schedule 13G/A filed with the SEC on February 3, 2021 by Wellington Management Group LLP. Wellington Management Group LLP had shared voting power over 5,689,648 common shares and shared dispositive power over 6,664,378 common shares it beneficially owned as of December 31, 2020. The principal business office address for Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210.
|
•
|
the nature of the related person’s interest in the transaction;
|
•
|
material terms of the transaction, including, without limitation, the amount and type of transaction;
|
•
|
the importance of the transaction to the related person;
|
•
|
the importance of the transaction to Triton;
|
•
|
whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Triton; and
|
•
|
any other matters deemed appropriate with respect to the particular transaction.
|
•
|
the election of the nine directors identified in this proxy statement to serve on our Board of Directors (Proposal 1);
|
•
|
an advisory vote to approve the compensation of our Named Executive Officers as described in this proxy statement (Proposal 2);
|
•
|
the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 3);
|
•
|
the approval of amendments to our Bye-laws to eliminate provisions relating to our former sponsor shareholders (Proposal 4); and
|
•
|
such other business as may properly be brought before the Annual Meeting (including any adjournment or postponement(s) thereof).
|
1.
|
“FOR” the election of the nine directors identified in this proxy statement to serve on our Board of Directors until the 2022 Annual General Meeting of Shareholders or until their respective successors are elected and qualified;
|
2.
|
“FOR” the approval of the compensation of our Named Executive Officers as described in this proxy statement;
|
3.
|
“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
|
4.
|
“FOR” the approval of amendments to our Bye-laws to eliminate provisions relating to our former Sponsor Shareholders.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
/s/ Carla L. Heiss
Secretary
|
|
|
| |
Twelve Months Ended,
|
| ||||||
|
|
| |
December 31,
2020
|
| |
December 31,
2019
|
| |
December 31,
2018
|
|
|
Net income (loss) attributable to common shareholders
|
| |
$288,417
|
| |
$339,041
|
| |
$349,555
|
|
|
Add (subtract):
|
| |
|
| |
|
| |
|
|
|
Unrealized (gain) loss on derivative instruments, net
|
| |
282
|
| |
3,063
|
| |
384
|
|
|
Debt termination expense
|
| |
21,522
|
| |
2,105
|
| |
5,444
|
|
|
Transaction and other costs (income)
|
| |
—
|
| |
—
|
| |
79
|
|
|
Gain on sale of building
|
| |
—
|
| |
—
|
| |
(16,316)
|
|
|
State and other income tax adjustments
|
| |
1,390
|
| |
(517)
|
| |
(881)
|
|
|
Tax benefit from vesting of restricted shares
|
| |
(390)
|
| |
(2,037)
|
| |
—
|
|
|
Tax adjustments related to intra-entity asset transfer
|
| |
8,629
|
| |
—
|
| |
24,728
|
|
|
Adjusted net income
|
| |
$319,850
|
| |
$341,655
|
| |
362,993
|
|
|
Adjusted net income per share − Diluted
|
| |
$4.61
|
| |
$4.57
|
| |
$4.52
|
|
|
Weighted average number of common shares outstanding − Diluted
|
| |
69,345
|
| |
74,700
|
| |
80,364
|
|
|
|
| |
Twelve Months Ended,
|
| ||||||
|
|
| |
December 31,
2020
|
| |
December 31,
2019
|
| |
December 31,
2018
|
|
|
Adjusted net income
|
| |
$319,850
|
| |
$341,655
|
| |
$362,993
|
|
|
|
| |
|
| |
|
| |||
|
Average Shareholders’ equity
|
| |
$2,010,255
|
| |
$2,136,109
|
| |
$2,174,714
|
|
|
|
| |
|
| |
|
| |||
|
Adjusted return on equity
|
| |
15.9%
|
| |
16.0%
|
| |
16.7%
|
|
1.
|
INTERPRETATION
|
1.1
|
In these Bye-Laws, unless the context otherwise requires:
|
26.
|
DIRECTORS' INTERESTS
|
|
|
|
|
|
|
|
|