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

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

TRITON INTERNATIONAL LIMITED

VICTORIA PLACE, 5^TH FLOOR
31 VICTORIA STREET
HAMILTON HM 10, BERMUDA

March 13, 2020

Dear Shareholders,

You are cordially invited to join us for our Annual General Meeting of Shareholders (the “Annual Meeting”) to be held this year as a virtual meeting via live webcast on April 21, 2020, at 12:00 p.m., Eastern Daylight Time. The virtual nature of the meeting will enable us to increase shareholder accessibility, while improving meeting efficiency and reducing costs.

You can attend the Annual Meeting, vote your shares and submit questions electronically during the virtual meeting by visiting www.virtualshareholdermeeting.com/TRTN2020 and entering the 16-digit control number provided in your proxy materials. Additional details about the meeting, including the formal agenda, are contained in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. For more information on accessing our virtual meeting and voting, please see the section entitled “Information about the Annual Meeting and Voting” in the accompanying Proxy Statement.

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 the nine directors named in the Proxy Statement 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, 2020; 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.

Your vote is important. Whether or not you intend to attend the Annual Meeting via the virtual meeting it is important that your shares be represented. Voting instructions are provided in the accompanying proxy materials. Please vote via the Internet, by telephone, or by completing, signing, dating and returning your proxy or voting instruction card.

Notice of Annual General Meeting of Shareholders

Date and Time

April 21, 2020, at 12:00 p.m., Eastern Daylight Time

The Annual Meeting will be conducted online only, via a live webcast. You will be able to attend the meeting online and submit questions before and during the meeting by visiting www.virtualshareholdermeeting.com/TRTN2020. You will also be able to vote your shares electronically during the meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are provided under “Important Information About the Virtual Shareholder Meeting” on page 48 and “Information About the Annual Meeting and Voting” on page 46.

Record Date

February 26, 2020

Items to be Voted on

We will also present before the Annual Meeting our audited financial statements for the fiscal year ended December 31, 2019 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, 2019 (the “2019 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 26, 2020 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 13, 2020.

You are cordially invited to attend the Annual Meeting online via the live webcast. If you attend the Annual Meeting via the live webcast, you may vote at that time if you wish, even though you may have previously voted your proxy. Triton International Limited’s proxy statement accompanies this notice.

By Order of the Board of Directors,
   
/s/ Carla L. Heiss               
Secretary

March 13, 2020

Important Notice Regarding the
Internet Availability of Proxy Materials

The proxy statement and the 2019 Annual Report are available at www.proxyvote.com.

TABLE OF CONTENTS

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 21, 2020, 12:00 p.m. Eastern Daylight Time     Online via live webcast www.virtualshareholdermeeting.com/TRTN2020
	Record Date February 26, 2020
	Voting Shareholders as of the record date are entitled to vote. Each common share is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
	Admission You will need the 16 digit control number included in your proxy materials to participate in the virtual Annual Meeting webcast.

Board of Directors and Corporate Governance Highlights

Corporate Governance Overview

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

Our Board of 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 a diverse range of individuals with relevant and complementary skills who have been recognized leaders in their fields. Details regarding each director’s qualifications, experience and skills are included in each director’s profile in “Proposal 1 — Election of Directors.”

Nominee and Principal Occupation	Age	Director Since	Independent	Audit Committee	Compensation and Talent Management Committee	Nominating and Corporate Governance Committee
Brian M. Sondey - Chairman Chief Executive Officer Triton International Limited	52	2016
Robert W. Alspaugh Former Chief Operating Officer KPMG LLP	73	2016	✔
Karen Austin Former Chief Information Officer PG&E	58	2019	✔
Malcolm P. Baker Robert G. Kirby Professor at Harvard Business School	50	2016	✔
David A. Coulter Special Limited Partner at Warburg Pincus	72	2015	✔
Claude Germain Principal Rouge River Capital	53	2016	✔
Kenneth Hanau Managing Director Bain Capital	54	2016	✔
John S. Hextall Former CEO Kuehne & Nagel North America	63	2016	✔
Robert L. Rosner - Lead Independent Director Co-President Vestar Capital Partners	60	2015	✔
Simon R. Vernon Former President Triton International Limited	61	2016

	Chair
	Member

Executive Compensation Highlights

Compensation Objectives and Philosophy

We seek to provide our senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow the Company to recruit and retain 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.

2019 Target Compensation Mix for CEO and other NEO’s

2019 Performance

Triton achieved solid results in 2019 in a challenging market environment. Our adjusted earnings per share and adjusted return on equity were very close to the targets set by the Compensation and Talent Management Committee for annual incentive plan purposes, though our asset growth fell well below our target. Global economic conditions softened in 2019, and the ongoing trade dispute between the United States and China created uncertainty and negatively impacted shipping activity, leading to weak leasing demand. Despite these weak market conditions, Triton’s financial performance remained solid due to our industry-leading cost structure and operating capabilities, our well-protected long-term lease portfolio and disciplined capital management. Our investment level in new containers was quite limited due to the weak demand conditions, but we redirected our strong cash flows to other high return investments. In 2019, we paid $2.08 per share on our common shares, repurchased over 6.9 million common shares during the year, representing 8.8% of the shares outstanding at the beginning of the year and repurchased all of the third-party interests in a portfolio of containers at compelling values.

The tables below summarize our historical performance against the targets established by our Compensation and Talent Management Committee for purposes of our annual incentive program over the last three years.

2019 Executive Compensation Snapshot

The following table summarizes the compensation awarded to our Named Executive Officers for 2019. For further information, see the “Compensation Discussion and Analysis” section starting on page 20 and the Summary Compensation Table on page 31.

CORPORATE GOVERNANCE

Board of Directors and Corporate Governance Framework

Triton’s Board of Directors provides oversight, strategic direction, and counsel to management regarding the business, affairs, and long-term interests of Triton. Our Board is deeply engaged, provides informed and meaningful guidance and feedback, and maintains an open dialogue with management. Its responsibilities include the following:

Triton has a long-standing commitment to strong corporate governance and ethical standards which promotes the long-term interests of shareholders and management accountability. Demonstrating this commitment, the Board has adopted the Triton Corporate Governance Principles and Guidelines, Code of Ethics and Code of Ethics for Chief Executive and Senior Financial Officers, as well as charters for each of the Board’s committees. These documents constitute the foundation of our corporate governance structure and are available free of charge on our website (www.trtn.com) in the Investors section under “Corporate Governance.” The Board regularly reviews our policies and processes in the context of current corporate governance trends, regulatory changes and recognized best practices.

Highlights of our corporate governance practices include:

Board Independence

The Board is comprised of a substantial majority of independent directors. Currently, eight out of 10 of our directors are independent. Additionally, our Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee are composed entirely of independent directors. In accordance with the listing standards of the NYSE, to be considered independent, a director must have no material relationship with

Triton directly or as a partner, shareholder or officer of an organization that has a relationship with Triton. The NYSE has also established enhanced independence standards applicable to members of our Audit Committee and our Compensation and Talent Management Committee.

The Board annually reviews commercial and other relationships between directors or members of their immediate families and Triton in order to make a determination regarding the independence of each director. The Board has adopted a formal policy to assist it in determining whether a director is independent in accordance with the applicable rules of the NYSE. The Director Independence Standards are available on our website at www.trtn.com. In making its independence determinations, the Board considers relevant facts and circumstances. For 2019, the Board considered that a portfolio company of Rouge River Capital, a private equity firm where Mr. Germain serves as Managing Partner, purchased shipping containers from Triton in the normal course of business, and considered such transactions to be immaterial.

Based on the evaluation and criteria described above, our Board of Directors has determined that except for our CEO, Mr. Sondey, and our former President, Mr. Vernon, all of our directors qualify as independent (Alspaugh, Austin, Baker, Coulter, Germain, Hanau, Hextall and Rosner).

Board Leadership Structure

Our Board does not have a policy that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the Board believes this determination should be made based on the best interests of Triton and its shareholders at any point in time based on the facts and circumstances then facing our Company. The Board believes that having a combined Chairman and Chief Executive Officer, a lead independent director with meaningful responsibilities as described below, a Board of Directors comprised of 80% independent directors and committees composed entirely of independent directors currently provides a strong and effective leadership structure with robust independent oversight. In addition, we believe that having a single leader for the Company combining the Chairman and CEO roles provides greater clarity on our executive leadership for customers in certain global markets.

The independent directors elect a Lead Independent Director annually. Mr. Rosner is currently serving as Lead Independent Director. The Board believes that having a Lead Independent Director provides the Board with independent leadership and facilitates the independence of the Board from management. The Nominating & Corporate Governance Committee regularly evaluates the responsibilities of the Lead Independent Director and considers current trends regarding independent board leadership. Currently, the Lead Director:

Board Diversity

The Board, led by the Nominating and Corporate Governance Committee, regularly evaluates its own composition and succession plans in light of the Company’s evolving business and strategic needs. The focus of this process is to ensure that the Board is comprised of directors who possess a wide variety of relevant skills, professional experience and backgrounds and bring diverse viewpoints and perspectives to the Board. In the process of searching for prospective

directors, the Nominating and Corporate Governance Committee strives to recruit highly qualified candidates with diverse backgrounds, inclusive of gender, race, ethnicity, age, sexual orientation and gender identity, as well as candidates with personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, no conflicts of interest and other relevant factors that the Committee considers appropriate in the context of the needs of the Board. In 2019, we added Karen Austin to our Board, our first female director. The specific experience, qualifications and skills that qualify each of our directors to serve on the Board are described in each director’s biographies under “Proposal 1 — Election of Directors.” We also are committed to the principles of diversity and inclusion across the Company, and we have wide ranging ethnic diversity and gender diversity throughout our organization.

Board Tenure and Term Limit Policy

Our Board has adopted a director term limit policy. Under this policy, directors (other than any management director) will be subject to a maximum term limit of 12 years, unless an exemption is granted by the Board. The current average tenure of our directors is less than five years.

Corporate Social Responsibility

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

Sustainability and Environment

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

In addition, in recent years, 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 are a global business, with offices and employees in 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 rigorous quality control processes that involve our employees performing detailed inspections and surveys throughout the year at our vendors, including container manufacturers and third party container depots that store and repair our containers. We believe these efforts, in addition to ensuring quality production and services, encourage a focus on worker safety and welfare in those organizations. Our container manufacturing suppliers are required to adhere to Triton’s Vendor Code of Conduct, which addresses areas including compliance with laws, anti-corruption, employee health, safety and labor practices and environmental compliance.

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 more information regarding our environmental and corporate social responsibility policies and practices, please visit the “Community” section of our website, www.trtn.com.

Risk Management

The Board of Directors has overall responsibility for the oversight of risk management at Triton. Day-to-day risk management is the responsibility of management. The Board actively oversees the Company’s policies and procedures relating to risk management and discusses and reviews key risk areas at each of its regular Board meetings. Among other topics, the Board of Directors focuses on and discusses with senior management key areas of financial, operational and strategic risk affecting Triton, including capital structure, liquidity and financing, information technology and cybersecurity, sustainability, customer credit and collection issues and strategic developments and considerations. Additionally, the Board exercises its risk oversight responsibility through its committees, with each Board committee regularly reporting to the full Board regarding its activities. For more information on the Board’s committees, see “Board Committees” below. We believe that the Board’s leadership structure, supermajority of independent directors, and allocation of oversight responsibilities to appropriate committees, provide effective Board-level risk oversight.

Risk Considerations in our Compensation Programs

The Compensation and Talent Management Committee oversees our compensation and employee benefit plans and practices, including our annual short-term and equity-based long term incentive plans, and in doing so, annually reviews each to see that they do not encourage excessive risk taking. We believe that our compensation practices, which link a substantial portion of executive pay to the Company’s long-term performance and require executives to meet minimum share ownership requirements, mitigate excessive risk taking. We also have a policy prohibiting employees from engaging in speculative transactions involving our common shares, including hedging or pledging transactions. For additional information on these policies, see “Anti-Hedging and Anti-Pledging Policy”on page 29 of this proxy statement.

Human Capital Management, Talent Development and Succession Planning

The Board believes that human capital management, including employee recruiting and retention, talent development and succession planning, are key to Triton’s continued success. The Board and the Compensation and Talent Management Committee engage with management on a broad range of human capital management topics, including organizational structure and culture, bench strength in key business and functional areas, succession planning and talent development, employee recruiting and retention, employee health and safety matters and diversity and inclusion.

The Board regularly reviews and updates succession plans for the Chief Executive Officer and other senior executives. In addition, the Board has developed detailed plans to address an event requiring an immediate CEO replacement on both an interim and permanent basis. These plans include process steps and allocated director and committee responsibilities. The response plans are refreshed regularly. In assessing potential candidates for the CEO or other senior executive positions, the Board identifies the key skills, experience and attributes it believes are required to be an effective senior leader in light of the Company’s business strategies, opportunities and challenges. The Board also ensures that directors have substantial opportunities to engage with possible successor candidates.

Annual Board and Committee Self-Assessments

The Board conducts an evaluation of its performance and effectiveness on an annual basis. The purpose of the self-assessment 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 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 self-assessment forms for each committee and conducts evaluations for each committee using the

same process as the Board self-assessment. 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.

Board Meetings and Attendance

The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. The Board of Directors held four meetings in 2019, as well as an informal strategic planning session with management. All directors attended 75% or more of the combined total meetings of our Board and the committees on which they served in 2019. Directors are expected to make every effort to attend all meetings of the Board of Directors and the committees on which they serve, and to attend the annual meeting of shareholders. In 2019, nine of our directors attended our annual meeting of shareholders.

Executive Sessions

To promote open discussion among the non-executive directors, our non-executive directors meet regularly in executive sessions without management participation. For purposes of such executive sessions, our “non-executive” directors are those directors who are not executive officers of Triton. In addition, to promote open discussion among the independent directors, our independent directors meet from time to time in executive session. Mr. Rosner, as Lead Independent Director, presides at such executive sessions.

Board Committees

To support effective corporate governance, our Board has established the Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee. These committees are comprised solely of independent directors and have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities. The committees report regularly to the Board on their activities.

Nominee	Age	Director Since	Independent	Audit Committee	Compensation and Talent Management Committee	Nominating and Corporate Governance Committee
Brian M. Sondey - Chairman and CEO	52	2016
Robert W. Alspaugh	73	2016	✔
Karen Austin	58	2019	✔
Malcolm P. Baker	50	2016	✔
David A. Coulter	72	2015	✔
Claude Germain	53	2016	✔
Kenneth Hanau	54	2016	✔
John S. Hextall	63	2016	✔
Robert L. Rosner - Lead Independent Director	60	2015	✔
Simon R. Vernon	61	2016

	Chair
	Member

Director Nomination Process

In evaluating a director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of Triton and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies of our Board and its committees; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and such other criteria as may be established by our Board from time to time. Additionally, the Nominating and Corporate Governance Committee annually reviews the tenure, skills and contributions of existing Board members to the extent they are candidates for re-election.

In connection with the director nominations process, the Nominating and Corporate Governance Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or other persons, and has also engaged professional search firms to assist in identifying or evaluating qualified candidates.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. The Nominating and Corporate Governance Committee conducts such inquiry into each candidate’s background, qualifications and independence as it believes is necessary or appropriate under the circumstances and regardless of whether the candidate was recommended by shareholders or by others. Any recommendations of director candidates by shareholders should be submitted to the Nominating and Corporate Governance Committee, Triton International Limited, Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda not before December 23, 2020 and not later than January 22, 2021 for the 2021 Annual General Meeting and otherwise in compliance with our Bye-Laws. Submission must include the full name, age, business address and residence and must include all information required by the proxy rules, applicable law and our Bye-Laws. If a shareholder submits a director candidate in accordance with the requirements specified in our Bye-Laws, the Nominating and Corporate Governance Committee will consider such director candidate using the same standards it applies to evaluate other director candidates.

Pursuant to the shareholder agreement between the Company and affiliates of Vestar Capital Partners LLC (“the Vestar Sponsor Shareholders Group”), the Vestar Sponsor Shareholders Group is entitled to nominate one nominee for election as a director of the Company. The Vestar Sponsor Shareholders Group 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 the Vestar Sponsor Shareholders Group as of the closing of the merger between Triton Container International Limited (TCIL) and TAL International Group, Inc. (TAL) in July 2016. Mr. Rosner is the Vestar Sponsor Shareholders Group nominee on the Board.

For so long as it has director nomination rights, the Vestar Sponsor Shareholders Group also has the right to have its nominated and elected director serve on the Nominating and Corporate Governance Committee and the Compensation and Talent Management Committee of the Board. The Vestar Sponsor Shareholders Group has the right to nominate replacements for its respective nominee, except to the extent its 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 Agreement.”

Code of Ethics

We have adopted a Code of Ethics which applies to all officers, directors and employees. The Code of Ethics is available on our website at www.trtn.com. A written copy of the Code of Ethics may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited, Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

Additionally, we have adopted a Code of Ethics for Chief Executive and Senior Financial Officers (Chief Financial Officer and Controller). The Code of Ethics for Chief Executive and Senior Financial Officers is available on our website at www.trtn.com. A written copy of the Code of Ethics for Chief Executive and Senior Financial Officers may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited, Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

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

Communications with Directors

Shareholders or other interested persons may communicate with our Board of Directors as a group, the non-executive directors as a group, the independent directors as a group, or an individual director 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, Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

Shareholder Outreach and Engagement

As part of our commitment to effective corporate governance practices, we regularly engage with our shareholders to help us better understand the views of our investors on key topics, including corporate governance, executive compensation, sustainability, strategy and other issues important to them. This includes meetings with investors at conferences and roadshows, as well as phone calls and meetings throughout the year. We have also held investor days and conducted an investor perception survey. Investor feedback from these discussions and activities is shared with the Board and its committees and helps to inform the development of our governance, compensation and other policies, as well as the ongoing evaluation of our business strategy and performance.

PROPOSAL 1
ELECTION OF DIRECTORS

The Board is currently comprised of 10 highly-qualified individuals with a diverse and complementary range of skills and experience that provide the Board and management with valuable insights and enable effective oversight of our business, strategic direction and performance. Nine of our 10 current directors are standing for re-election for a term of one year, to serve until the 2021 annual meeting of shareholders or until their successors are elected and qualified. Karen Austin, who currently serves on the Board, is not standing for re-election and will step down from the Board at the Annual Meeting. The Board is grateful to Ms. Austin for her valuable contributions to the Board and the Company.

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. In the absence of instructions to the contrary, a properly signed and dated proxy will vote the shares represented by that proxy “FOR” the election of the nine nominees named below.

Information on our directors and nominees, including their qualifications, skills and experience is set forth below:

Nominees

Brian M. Sondey
	Years of Service: 4 Age: 52 Board Committees: None Independent: No
	Brian M. Sondey is our Chairman and Chief Executive Officer, and has served as a director since July 2016. Upon the closing of the merger of Triton Container International Limited (“TCIL”) and TAL International Group, Inc. (“TAL”) in July 2016, Mr. Sondey, who had served as the Chairman, President and Chief Executive Officer of TAL since 2004, became the Chairman and Chief Executive Officer of Triton. Mr. Sondey joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Corporate Development. He then joined TAL International Container Corporation in November 1998 as Senior Vice President of Business Development. In September 1999, Mr. Sondey became President of TAL International Container Corporation. Prior to his work with Transamerica Corporation and TAL International Container Corporation, Mr. Sondey worked as a Management Consultant at the Boston Consulting Group and as a Mergers & Acquisitions Associate at J.P. Morgan.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

Robert W. Alspaugh
	Years of Service: 4 Age: 73 Board Committees: Audit Committee (Chair) Independent: Yes
	Robert W. Alspaugh has served as a director of the Company since July 2016 and is the Chair of the Audit Committee. Mr. Alspaugh also served as a director of TCIL from 2012 to 2016. Mr. Alspaugh had a 36-year career with KPMG LLP, including serving as Chief Executive Officer of KPMG International from 2002 to 2006. Prior to that, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. practice from 1998 to 2002 and, over the course of his career served as senior partner for a diverse array of global and domestic companies across a broad range of industries. Mr. Alspaugh currently serves on the board of directors of Veoneer, Inc. Mr. Alspaugh previously served on the board of directors of Autoliv, Inc., Ball Corporation and Verifone Systems, Inc.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

Malcolm Baker
	Years of Service: 4 Age: 50 Board Committees: Audit Committee Independent: Yes
	Malcolm P. Baker has served as a director since July 2016. Mr. Baker also served as a director of TAL from September 2006 to July 2016. Mr. Baker is the Robert G. Kirby Professor at the Harvard Business School and the director of research at Acadian Asset Management. From 2011 through 2018, he was the director of the corporate finance program at the National Bureau of Economic Research, and from 2014 to 2018 he was the unit head for finance at Harvard Business School.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

David A. Coulter
	Years of Service: 5 Age: 72 Board Committees: Compensation & Talent Management Committee, Nominating & Corporate Governance Committee Independent: Yes
	David A. Coulter has served as a director since October 2015. He previously served as a director of TCIL from 2011 to 2016. Currently, Mr. Coulter serves as Special Limited Partner at Warburg Pincus, LLC and from 2005 to 2014 served as Vice Chairman, Managing Director and Senior Advisor at Warburg Pincus, focusing on the firm’s financial services practice. Mr. Coulter retired in September 2005 as Vice Chairman of J.P. Morgan & Chase Co. and previously served as Executive Chairman of its investment bank, asset and wealth management and private equity businesses. Mr. Coulter was a member of the firm’s three person Office of the Chairman. Mr. Coulter joined J.P. Morgan Chase via its July 2000 acquisition of The Beacon Group. Before joining The Beacon Group, Mr. Coulter was the Chairman and Chief Executive Officer of BankAmerica Corporation, where he served in various roles of increasing responsibility across a wide range of banking activities from 1976 to 1998. Mr. Coulter currently serves on the board of directors of Varo Money, Inc. and Providence Service Corporation. He has served on the boards of several private and public financial institutions and other companies, including MBIA (2008-2016). He also serves on the boards of American Prairie Reserve, Lincoln Center, Third Way, Macaulay Honors College, IQ2, Carnegie Mellon University, and the Asia Society of Northern California.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

Claude Germain
	Years of Service: 4 Age: 53 Board Committees: Compensation & Talent Management Committee (Chair), Nominating & 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 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, a global manufacturer of electronics based in Markham, Ontario. From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, one of the largest logistics service providers in the world. Prior to that, Mr. Germain was the President of a Texas-based third-party logistics firm and a management consultant specializing in distribution for The Boston Consulting Group. Mr. Germain serves on the boards of several private companies, as well as Canada Post Corporation. In 2002 and 2007, Mr. Germain won Canadian Executive of the Year in Logistics.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

Kenneth Hanau
	Years of Service: 4 Age: 54 Board Committees: Audit Committee Independent: Yes
	Kenneth Hanau has served as a director since July 2016. Mr. Hanau also served as a director of TAL from October 2012 to July 2016. Mr. Hanau is a Managing Director at Bain Capital Private Equity, a unit of Bain Capital, one of the world’s foremost private investment firms with approximately $75 billion in assets under management. He has significant experience in private equity investing, with specialized focus in the industrial and business services sectors, and currently leads Bain Capital Private Equity’s North American industrials team. Prior to joining Bain Capital in 2015, Mr. Hanau was the Managing Partner of 3i’s private equity business in North America. Previously, Mr. Hanau held senior positions with Weiss, Peck & Greer and Halyard Capital. Before that, Mr. Hanau worked in investment banking at Morgan Stanley and at K&H Corrugated Case Corporation, a family-owned packaging business. Mr. Hanau is a certified public accountant and started his career with Coopers & Lybrand.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

John Hextall
	Years of Service: 4 Age: 63 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. Prior to his career with UTi, Mr. Hextall worked at BAX Global (formerly Burlington Air Express), Booker Group and Unilever. He also serves on the board of directors of Pacific National in Australia.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

Robert Rosner
	Years of Service: 5 Age: 60 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. Mr. Rosner also heads Vestar Capital Partners’ Business Services and Industrial Products Groups. 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 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.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

Simon R. Vernon
	Years of Service: 4 Age: 61 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).

Educational Background

Specific Qualifications, Attributes, Skills and Experience

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

Director with Term Expiring at the Annual Meeting

Karen Austin
	Years of Service: 1 Age: 58 Board Committees: Audit Committee Independent: Yes
	Karen Austin has served as a director since January 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.

Educational Background

Specific Qualifications, Attributes, Skills and Experience

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. It is also intended to further align the interests of directors with those of our shareholders. In 2019, annual compensation for our non-executive directors was comprised of a mix of cash and equity-based compensation. 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 and making recommendations for adjustments, as appropriate, to the Board. In that regard, the Nominating and Corporate Governance Committee periodically receives competitive benchmarking information on director compensation practices from its independent compensation consultant.

Each of our non-executive directors receives an annual cash retainer for serving on the Board of Directors, an additional cash retainer for each committee they serve on, and an additional cash retainer if they serve as the chair of a committee. Mr. Rosner receives an additional cash retainer for serving as Lead Independent Director. In addition, our non-executive directors are granted common shares annually. All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings, as well as shareholder meetings.

Under the terms of the Triton International Limited 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), the maximum number of common shares that may be granted in any one fiscal year to any non-executive director, taken together with any cash retainer fees paid to such non-executive director during such fiscal year, may not exceed $500,000 in total value. The 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 2019. Mr. Sondey does not receive additional compensation for serving as a director.

DIRECTOR COMPENSATION TABLE

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) common shares received until the guideline is met.

All directors were in compliance with the guidelines as of December 31, 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, and is exempted from the guidelines.

COMPENSATION DISCUSSION AND ANALYSIS

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

2019 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, 2019, our total fleet consisted of 3.6 million containers and chassis, representing 6.1 million twenty-foot equivalent units (“TEU”) or 6.9 million cost equivalent units (“CEU”). We have an extensive global presence, offering leasing service through 20 offices in 13 countries and 410 third-party container depot facilities in 44 countries as of December 31, 2019. Our primary customers include the world’s largest container shipping lines.

Triton achieved solid results in 2019 in a highly challenging market environment. Our adjusted earnings per share (“EPS”) and adjusted return on equity were very close to the targets set by the Compensation and Talent Management Committee (the “Compensation Committee”) for annual incentive plan purposes, though our asset growth fell well below our target. Global economic conditions softened in 2019, and the ongoing trade dispute between the United States and China created uncertainty and negatively impacted shipping activity, leading to weak leasing demand. Despite these weak market conditions, Triton’s financial performance remained solid due to our industry-leading cost structure and operating capabilities, our well-protected long-term lease portfolio and disciplined capital management. Our investment level in new containers was quite limited due to the weak demand conditions, but we redirected our strong cash flows to other high return investments. In 2019, we paid $2.08 per share on our common shares, repurchased over 6.9 million common shares during the year, representing 8.8% of the shares outstanding at the beginning of the year and repurchased all of the third-party interests in a portfolio of containers at compelling values.

The tables below summarize our historical performance against the targets established by our Compensation Committee for purposes of our annual incentive program over the last three years.

Compensation Objectives and Philosophy

We seek to provide our senior executives with compensation packages that:

The Compensation Committee oversees our compensation and employee benefit plans and practices, including our annual short-term and equity-based long term incentive programs, and in doing so, reviews each annually to see that they do not encourage excessive risk taking. We believe that our compensation practices, which link a substantial portion of executive pay to the Company’s long-term performance, and require executives to meet minimum share ownership requirements, mitigate excessive risk taking. We also have a policy prohibiting employees from engaging in speculative transactions involving our common shares, including hedging or pledging transactions. For additional information on these policies, see “Anti-Hedging and Anti-Pledging Policy” on page 29 of this proxy statement.

Executive Compensation Practices

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 2019 compensation of our Named Executive Officers.  Although the outcome of such vote will not be binding on us, we value the input from our shareholders on our executive compensation program. At our 2019 annual meeting of shareholders, 98.1% of votes cast were in support of the 2018 compensation of our Named Executive Officers. Our Compensation Committee believes that the high level of support for the say-on-pay vote indicates support for our program.

Principal Elements of Our Executive Compensation Program

The following table sets forth information about each principal pay element and its objectives and key features. Each of these elements is described in more detail below in this “Compensation Discussion and Analysis.”

2019 Target Compensation Mix for CEO and other NEO’s

Roles and Responsibilities

The Compensation Committee is comprised of three independent directors: Claude Germain (Chair), David Coulter and John Hextall. In accordance with its written charter, the Compensation Committee is responsible for establishing and overseeing our compensation and benefit philosophies, plans and practices, including the compensation for our Named Executive Officers.

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

In determining annual executive compensation, the Compensation Committee considers the following:

At the Compensation Committee’s request, Mr. Sondey provides input regarding the performance and compensation of the other Named Executive Officers.

Determining Performance Goals

The Compensation Committee sets performance goals under the annual incentive plan and long-term incentive plan to support the Company’s short- and long-term business plans and strategies. In setting the performance goals, the Compensation Committee considers the Company’s annual and long-term business plans and strategies and other factors, including economic and industry conditions, pay for performance alignment and the pay practices of the compensation peer group companies. The Compensation Committee sets challenging, but achievable, goals for the Company and its key executives to drive the achievement of short- and long-term objectives.

Competitive Market Positioning

In 2019, the Compensation Committee retained Meridian Partners LLC as its independent compensation consultant to provide advice and recommendations to the Compensation Committee with respect to the Company’s executive compensation programs.

Meridian assessed the overall target and actual compensation levels and analyzed the mix of base salary, annual incentive compensation and long-term compensation of the named executive officers at a select group of peer companies. The Compensation Committee did not specifically link the target or actual compensation levels of our Named Executive Officers to those at the selected peer companies, but rather used the peer analysis as a point of reference when determining appropriate overall compensation levels and mix of compensation for our Named Executive Officers. Meridian 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 peer group companies used by Meridian in the 2019 review were:

For purposes of the defining the Company’s peer group, Meridian selected companies that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, freight forwarding, and trucking that are similar to Triton in terms of revenues, asset size and market capitalization. The Company’s two public container leasing company peers, Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), were excluded from the executive compensation peer group. Textainer was excluded because, as a foreign private issuer, it is not required to file a definitive proxy statement but rather includes high-level summary compensation information in its annual report on Form 20-F; accordingly, the compensation details provided are not specific enough to be used in the peer group analysis. CAI’s revenue and market capitalization figures range from 15% to 35% of the corresponding metrics of the Company, and therefore CAI was considered to be too small to be included in the executive compensation peer group. The composition of the peer group is reviewed annually to ensure it remains appropriate in terms of company size and business focus. For 2019, the peer group was unchanged from 2018.

The following tables summarize the key financial and performance metrics of the pay peer group:

The 2019 benchmarking analysis indicated that 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 at the time of the analysis was below the market median of the peer group. The Compensation Committee also evaluated the Company’s financial performance relative to the financial performance of the selected peer companies. The analysis demonstrated that the Company’s performance was in the top quartile of the peer group based on three-year total shareholder return (“TSR”) and one and three-year return on equity.

Elements of Compensation

Our executive compensation program in 2019 consisted of the following principal elements:

We also provide certain retirement and other employee benefits. Further details on each element of compensation are discussed below.

Base Salary

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

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 2019:

Summary of Named Executive Officers’ Base Salaries

Annual Incentive Compensation

Our executive compensation program provides for annual cash-based incentive compensation in order to incentivize our Named Executive Officers to achieve short-term financial and strategic priorities.

2019 Annual Incentive Plan

The Compensation Committee established a 2019 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 Named Executive Officers

Payout calculations under the 2019 annual incentive plan were based 50% on Triton’s 2019 consolidated financial performance and 50% on individual performance. The actual payout under the Company financial performance and individual performance elements of the plan could range from 0% to 200% based on actual performance compared to target levels, and the Compensation Committee could also use a subjective assessment of the perceived strength and contributions of each of the executive officers to increase or decrease the calculated payout levels. All annual incentive awards earned by our Named Executive Officers are subject to our clawback policy.

For 2019, the Compensation Committee established the following financial performance metrics, weightings and targets for purposes of the annual incentive program:

2019 Annual Incentive Plan Company Financial Performance Targets and Results

The Compensation Committee believes that these financial metrics incentivize achievement of short-term progress toward long-term value creation as follows:

For 2019, individual performance objectives set by the Compensation Committee for the Named Executive Officers and results achieved for the year are described in the table below:

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

Long-Term Equity Based Compensation

We utilize long-term equity based compensation for key employees, including our Named Executive Officers, to align their compensation with the growth of long-term value for our shareholders, to motivate them to achieve long-range goals and as a retention tool. The Compensation Committee administers our long-term equity compensation plans and determines the individuals eligible to receive awards, the types of awards, the number of common shares subject to the awards, the value and timing of awards, and the other terms, conditions, performance criteria and restrictions on the awards. Long-term incentive awards earned by our Named Executive Officers are subject to our clawback policy.

Currently, the Company utilizes a mix of time-based and performance-based restricted shares for its long term incentive compensation awards, as further described below. In determining the value of awards granted to the Named Executive Officers for 2019, the Compensation Committee considers individual performance, the contributions of each executive officer to the Company’s success, each executive officer’s relative experience and future leadership potential and how the executive officer’s total and long-term equity-linked compensation compared to levels at our peer group companies.

All share awards granted under our equity incentive program have a 3-year cliff vesting period, with 50% of the shares constituting time-based awards contingent on the executive’s continued employment with the Company through the vesting date, and 50% constituting performance-based awards contingent on the Company’s TSR over the three-year performance period (subject to the executive’s continued employment) versus the TSR over the same period of the following peer companies:

The performance-based share awards granted in 2019 for the 2019-2021 performance period will vest between 50% and 150% of the target award granted in accordance with the methodology set forth below:

The peer companies used for purposes of the 2019-2021 performance-based share awards are substantially similar to the peer group used by Meridian to assess market-based compensation for Named Executive Officers in 2019, except that Textainer and CAI, the Company’s publicly traded container leasing peers, are included in the TSR peer group. Additionally, Meridian excluded United Rentals and included Atlas Air Worldwide Holdings, Herc Holdings Inc. and Werner Enterprise Holdings in accordance with the methodology discussed above under “Competitive Market Positioning.”

The following table lists the restricted share grants to the Named Executive Officers in 2019:

Named Executive Officers’ 2019 Share Grants

Additionally, each year, following the end of a three-year performance-based share award cycle, vesting is calculated based on results achieved for the performance period. For the 2016-2019 performance period, the performance-based share awards vested at the maximum level. The following table shows the results for the 2016-2019 performance period for the Named Executive Officers as well as time-based awards that vested in 2019. Amounts shown below are included in the Options Exercised and Stock Vested table on page 33 of this proxy statement:

Executive Share Ownership Guidelines

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

As of December 31, 2019, all of our Named Executive Officers had met their required ownership levels, except Ms. Heiss who joined the Company in December 2019. Ownership that counts for the guidelines includes common shares, unvested time-based restricted shares or restricted share units, unvested time-based share options or share appreciation rights, unvested performance-based share appreciation rights, and shares or units held by a Named Executive Officer in any deferral plan. For performance-based share awards, the minimum number of shares that will be awarded under the grant count towards the ownership guidelines.

If at any time a Named Executive Officer is not in compliance with these guidelines, the Named Executive Officer will be required to retain 50 percent of the net (after taxes) shares received upon the exercise of any share options or share appreciation rights and/or upon the vesting of any restricted shares or restricted share units until the guideline ownership levels have been reached.

Clawback Policy

The Company has a clawback policy to encourage sound risk management and accountability. The clawback policy provides that performance-based compensation awarded to or earned by our executive officers (including under the annual incentive plan and the long-term incentive plan) may be required to be forfeited or repaid to the Company in the event of a restatement of the Company’s financial statements. Compensation subject to recovery includes the excess amounts of performance-based compensation awarded or paid to the executive due to the misstated financial results, and covers awards for the three-year period preceding the date of the financial restatement. The Compensation Committee administers and makes determinations under the clawback policy.

Employee Benefits

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

Deferred Compensation Plan

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

Pension Plan

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

Personal Benefits

Consistent with our pay-for-performance philosophy, we provide limited executive perquisites. See the “All Other Compensation” column of the Summary Compensation Table and the notes thereto on page 31 of this proxy statement for a description of the perquisites provided to the Named Executive Officers.

Change in Control Provisions

Unvested restricted share awards do not vest solely upon a Change in Control (as defined in the 2016 Equity Incentive Plan). All of our unvested restricted share awards outstanding under the 2016 Equity Plan are “double-trigger” in nature, meaning that the awards will vest (with any applicable performance conditions deemed to be fully achieved) if, within two years following a Change in Control, the recipient experiences a qualifying termination of employment. Otherwise, we have no individual change of control agreements with any of our Named Executive Officers.

Employment Agreement with Mr. Sondey

In November 2004, TAL entered into an employment agreement with Mr. Sondey in order to retain Mr. Sondey’s services as TAL’s Chief Executive Officer. The employment agreement was assumed by the Company in connection with the closing of the merger of TCIL and TAL in July 2016. The employment agreement currently provides for automatically renewing successive one-year terms subject to at least 90 days’ advance notice by either party of a decision not to renew the employment agreement. Mr. Sondey’s base salary for 2019 was $930,000 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 or her base salary for a one year period following such termination, unless such termination is for cause, the Named Executive Officer will be restricted from competing with us for a period of one year following such termination. Under the non-compete agreements, our Named Executive Officers are also prohibited from disclosing any of our confidential information.

Employee Severance Plan

Our Named Executive Officers (other than Mr. Sondey) participate in the Employee Severance Plan, which provides benefits to all eligible employees upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the Employee Severance Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment. These severance benefits consist of: (1) for those employees with less than 3 completed years of service, a base amount of 4 weeks of pay plus 1 additional week of pay for each completed year of service, and for those employees with 3 or more completed years of service, a base amount of 8 weeks of pay plus 1 additional week of pay for each completed year of service, with a maximum award of 32 weeks of pay; (2) Company-provided outplacement services; and (3) payment by the Company of the Company portion of COBRA premiums for Company sponsored group health benefits for a period of up to 6 months (or, if earlier, until the date on which the participant becomes eligible for coverage under another employer-provided plan). For purposes of the Employee Severance Plan, a week of pay is calculated by dividing the eligible employee’s annual base salary plus bonus target by 52. Additionally, under the Employee Severance Plan, all unvested restricted shares which were not granted during the year of termination will fully vest.

Anti-Hedging and Anti-Pledging Policy – Hedging and Pledging of Shares Prohibited

Hedging and similar monetization transactions by a director or an executive officer can lead to a misalignment between the objectives of that director or executive officer and the objectives of our shareholders. The Company’s

insider trading policy prohibits employees, officers, and directors from engaging in hedging transactions with respect to Company securities and from pledging Company securities beneficially owned by them, including purchasing Company shares on margin, pledging Company shares to secure a loan, trading in options on the Company’s shares, or short sales of Company shares.

Tax Deductibility of Compensation

Internal Revenue Code Section 162(m) imposes a limit of $1 million per year on the amount of compensation paid to certain executive officers that a company may deduct for any single taxable year. Historically, the deduction limitation did not apply to “qualified performance-based compensation” within the meaning of Section 162(m). However, on December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which made significant changes to Section 162(m) that are generally effective for compensation paid in taxable years beginning after December 31, 2017. The Act eliminates the historic exception for qualified performance-based compensation, unless the compensation qualifies for certain transition relief. In addition, the Act provides that the deduction limitation will apply to an individual who served as the CEO or CFO at any time during the taxable year or one of the three highest compensated officers (other than the CEO or CFO) for the taxable year (collectively, the “covered employees”). Once an individual is a covered employee for a taxable year beginning after December 31, 2016, the individual is considered a covered employee for all future years, including after termination of employment and even after death. Despite these limits on the deductibility of performance-based compensation, the Compensation Committee believes that shareholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, and if a significant portion of our executives’ compensation continues to be tied to the Company’s performance, even though some compensation awards may not be fully tax deductible.

Compensation and Talent Management Committee Interlocks and Insider Participation

None of the members of the Compensation and Talent Management Committee are officers, employees or former officers of the Company. No executive officer of the Company served as a member of the compensation committee (or other committee performing equivalent functions) or board of directors of another entity, one of whose executive officers served on the Compensation and Talent Management Committee or as a director of the Company.

REPORT OF THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE

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

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of our Named Executive Officers for the fiscal years ended December 31, 2019, 2018 and 2017 fiscal years.

GRANTS OF PLAN-BASED AWARDS TABLE

The following table includes certain information with respect to the annual incentive compensation plan awards and equity awards granted to our Named Executive Officers during the fiscal year ended December 31, 2019:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

The following table includes certain information with respect to restricted share awards held by each of our Named Executive Officers as of December 31, 2019.