of KPMG International, he was responsible for implementing the strategy of KPMG International, which includes member firms in nearly 150 countries with more than 100,000 employees. Prior to this position, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. Practice from 1998 to 2002. Mr. Alspaugh currently serves on the boards of directors of Autoliv, Inc. (where he is the Chairman of the Audit Committee and a member of the Compliance Committee), Ball Corporation (where he is the Chairman of the Audit Committee and a member of the Finance Committee) and Verifone Systems, Inc. (where he is the Chairman of the Audit Committee and a member of the Governance and Nominating Committee). The Company's Board of Directors has determined that such simultaneous service by Mr. Alspaugh on the audit committees of three other public companies will not impair his ability to effectively serve on the Company's Audit Committee. Mr. Alspaugh received his B.B.A. degree in accounting from Baylor University, where he graduated summa cum laude.

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

~~Malcolm P. Baker~~ has served as a director of the Company 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 and the head of the finance unit of the Harvard University Graduate School of Business, the director of the corporate finance program at the National Bureau of Economic Research, and a consultant for Acadian Asset Management. Mr. Baker holds a BA in applied mathematics and economics from Brown University, an M.Phil. in finance from Cambridge University, and a Ph.D. in business economics from Harvard University.

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

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

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

~~Claude Germain~~ has served as a director of the Company since July 2016 and is the Chair of the Compensation Committee. Mr. Germain also served as a director of TAL from February 2009 to July 2016. Since 2010, Mr. Germain has been a principal in Rouge River Capital, an investment firm focused on acquiring controlling stakes in private midmarket transportation and manufacturing companies. From 2011 to 2013, Mr. Germain was also President and CEO of SMTC Corporation (Nasdaq: SMTX), a global manufacturer of electronics based in Markham, Ontario. From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, where he was accountable for Schenker’s Canadian business. DB Schenker is one of the largest logistics service providers in the world. Prior to that, Mr. Germain was the President of a Texas-based third-party logistics firm and a management consultant specializing in distribution for The Boston Consulting Group. In 2002 and 2007, Mr. Germain won Canadian Executive of the Year in Logistics. Mr. Germain holds an MBA from Harvard Business School and a Bachelor of Engineering Physics (Nuclear) from Queen’s University.

DIRECTORS

Board Refreshment, Director Selection and Nomination Process

~~TABLE OF CONTENTS~~

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

~~Kenneth Hanau~~ has been a director of the Company since July 2016. Mr. Hanau also served as a director of TAL from October 2012 to July 2016. Mr. Hanau is a Managing Director at Bain Capital Private Equity, a unit of Bain Capital, one of the world’s foremost private investment firms with approximately $75 billion in assets under management. He has significant experience in private equity investing, with specialized focus in the industrial and business services sectors, and currently leads Bain Capital Private Equity’s North American industrials team. Prior to joining Bain Capital in 2015, Mr. Hanau was the Managing Partner of 3i’s private equity business in North America. Mr. Hanau played an active role in investments in the industrial and business services sectors, including Mold Masters, a leading supplier of specialty components to the plastic industry, and Hilite, a global manufacturer of automotive solutions. Previously, Mr. Hanau held senior positions with Weiss, Peck & Greer and Halyard Capital. Before that, Mr. Hanau worked in investment banking at Morgan Stanley and at K&H Corrugated Case Corporation, a family-owned packaging business. Mr. Hanau is a certified public accountant and started his career with Coopers & Lybrand. Mr. Hanau received his B.A. with honors from Amherst College and his M.B.A. from Harvard Business School.

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

~~John S. Hextall~~ has been a director of the Company since July 2016. In October 2016, he joined the Board of Directors of Pacific National in Australia as a nominee on behalf of investors Canada Pension Plan Investment Board (“CPPIB”). He joined Shanghai based De Well Group, a privately held logistics company, at its office located in Bell, CA as Chief Executive Officer and Board member in October 2016. In March 2016, he became President and founder of Steers, Inc., a strategy and management consulting firm. From 2010 to 2016, Mr. Hextall served as President and CEO of the North American Region of Kuehne + Nagel, Inc. (SIX Swiss: KNIN), a leading global transportation and logistics provider, based in Jersey City, NJ, responsible for its subsidiaries in Canada, Mexico and the United States. He also served as CEO of Nacora Insurance Brokers Inc. Prior to his role at Kuehne + Nagel, Inc., Mr. Hextall had a wide-ranging career at UTi Worldwide Inc. (“UTi”) (Nasdaq: UTIW), a supply chain management company and was a member of the founding management team, serving as a Member of UTi's Executive Management Board from 2005 to 2009. Mr. Hextall held various positions at UTi over the course of 17 years, including Executive Vice President and President of Freight Forwarding from 2008 to 2010, Executive Vice President and Chief Operating Officer from 2007 to 2008 and Executive Vice President and Global Leader of Client Solutions & Delivery from 2006 to 2007. Other roles included leadership in Europe, the UK and Belgium. Prior to his career with UTi, Mr. Hextall worked at BAX Global (formerly Burlington Air Express), where he served as a UK director. Mr. Hextall previously worked at the Booker Group and was a management graduate with Unilever. Since 1980, Mr. Hextall has been a member of the Chartered Institute of Logistics and Transport, and has served as a Roundtable Member of the Council for Supply Chain Management Professionals and The Conference Board’s Global Council for Supply Chain & Logistics based in Brussels. In 1979, Mr. Hextall received a Bachelor of Science, Combined Honors Degree in Transport Planning & Operations, Urban Planning and Computer Science, at the Faculty of Engineering from Aston University in Birmingham, UK.

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

~~Robert L. Rosner~~ ~~is a Founding Partner and Co-President of Vestar Capital Partners, Inc. Mr. Rosner has served as a director of the Company since October 2015 and is Lead Director and the Chair of~~led by the Nominating and Corporate Governance ~~Committee. He previously served as a member~~Committee, regularly evaluates its own composition and succession plans in light of the ~~TCIL~~Company’s evolving business and strategic needs. The focus of this process is to ensure that the Board is comprised of directors who possess an appropriate balance of tenure, relevant skills, professional experiences and backgrounds and diverse viewpoints and perspectives in order to effectively oversee the Company’s operations and strategy. This includes diversity of gender, race, ethnicity, age, geography, sexual orientation and gender identity. To promote thoughtful Board refreshment, we have:

•established a process for ongoing Board succession planning and assessing director candidates which incorporates a focus on Board diversity;

•utilized our annual Board and Committee assessment process to solicit feedback on Board and Committee size and structure; and

•adopted term limits for non-management directors.

The current Board composition reflects the Board’s commitment to ongoing refreshment, with two new directors having joined the Board since ~~2013~~the beginning of 2020. The average age of our director nominees is 59.4 years, and asthe average tenure of our director nominees is 5.2 years.

Board Candidate Evaluation and Succession Planning Considerations

When evaluating a ~~member~~director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of Triton and its ~~Compensation Committee. He has been with Vestar Capital Partners, Inc. since~~ shareholders, including:

•personal qualities of leadership, integrity and judgment of each candidate;

•the ~~firm’s formation in 1988. Mr. Rosner also heads Vestar Capital Partners’ Business Services~~professional experience of the candidate and Industrial Products Groups. In 2000, Mr. Rosner moved to Paris to establish Vestar Capital Partners’ operations in Europe and served as President of Vestar Capital Partners Europe from 2000 - 2011, overseeing the firm’s affiliate offices in Paris, Milan and Munich. Priortheir potential contributions to the ~~formation~~diversity of ~~Vestar Capital Partners, Mr. Rosner was~~knowledge, backgrounds, experience and competencies of our Board and its committees, including those key skills discussed under Director Skills and Qualifications;

•each candidate’s ability to devote sufficient time and effort to fulfill a ~~member~~director’s duties to the Company, given the candidate’s other commitments;

•whether the individual meets applicable independence requirements and is free of conflicts of interest; and

•other relevant factors as may be considered by our Board from time to time.

In that regard, the Board may identify certain skills, experiences or attributes as being particularly desirable to help meet specific Board needs that have arisen or are expected to arise. When the Nominating and Corporate Governance Committee reviews a potential new candidate, it looks specifically at the candidate's qualifications in light of these needs as well as the qualifications for Board membership described above. 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 reelection.

In connection with the director nomination process, the Nominating and Corporate Governance Committee may identify candidates through recommendations provided by members of the ~~Management Buyout Group at The First Boston Corporation. He is~~Board, management, shareholders or other persons, and has also engaged professional search firms to assist in identifying or evaluating qualified candidates. Ms. Ramdev, who was appointed to the Board in 2021, was identified through a ~~director of Edward Don & Company and Mobile Technologies Inc. Mr. Rosner previously served as a director of Institutional Shareholder Services Inc., Group OGF, Seves S.p.A., Sunrise Medical~~

search firm.



The Board seeks and values diversity Since the beginning of 2020, the Board has added two new diverse female directors. In each of those searches, the Nominating and Corporate Governance Committee prioritized increasing gender and/or racial and ethnic diversity on the Board, among other relevant qualifications. The Board’s commitment to diversity is ongoing. When conducting searches for new directors, the Nominating and Corporate Governance Committee intends to continue to take steps to include a diverse slate of candidates in the pool from which director candidates are chosen (sometimes referred to as the “Rooney Rule”).


20			TRITON

PROPOSAL 1 - ELECTION OF DIRECTORS

~~TABLE OF CONTENTS~~

~~Inc., Tervita Corporation~~Board Tenure and ~~21st Century Oncology, Inc. Mr. Rosner is a member~~Term Limit Policy

The Board recognizes the importance of ~~the Graduate Executive Board~~maintaining an appropriate balance of ~~The Wharton School of the University of Pennsylvania and previously served~~tenure on the Board which allows it to benefit from both the historical and institutional knowledge of ~~Trustees of The Lawrenceville School. He received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School of~~longer-tenured directors as well as the ~~University of Pennsylvania.~~

additional, fresh perspectives contributed by newer directors. As a result, 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 ~~these professional~~12 years, unless an exemption is granted by the Board. The current average tenure of our directors is approximately 5.2 years.

Director Overboarding Policy

To help ensure that all of our directors have sufficient time to fulfill their duties to the Company, our Corporate Governance Principles and Guidelines provide that a director who serves as CEO, CFO or other ~~experiences, we believe Mr. Rosner possesses particular knowledge~~named executive officer at another public company should not serve on more than two public company boards, including our Board. Other directors should not serve on more than four public company boards, including our Board.

Shareholder Candidate Recommendations and ~~experience~~Nominations Process

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders and evaluate them using the same criteria as for other candidates. The Nominating and Corporate Governance Committee may conduct such inquiry into each candidate’s background, qualifications and independence as it believes is necessary or appropriate under the circumstances and regardless of whether the candidate was recommended by shareholders or by others.

Any nominations of director candidates by shareholders pursuant to the advance notice provisions of our Bye-Laws should be submitted to the Nominating and Corporate Governance Committee, Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda not before December 28, 2022 and not later than January 27, 2023 for the 2023 Annual General Meeting and should otherwise comply with the requirements for shareholder director nominations in our Bye-Laws. Submission must include the full name, age, business address and residence and must include all information required by the proxy rules, applicable law and our Bye-Laws. If a ~~variety~~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.


2022 Proxy Statement			21

Corporate Governance

Corporate Governance Framework

Triton has a long-standing commitment to strong corporate governance, management accountability and ethical standards which promotes the long-term interests of ~~areas including corporate finance, capital markets, and strategic planning that strengthens~~shareholders. Evidencing this commitment, the Board has adopted the Triton Corporate Governance Principles and Guidelines, Code of ~~Directors’ collective knowledge, capabilities,~~Ethics and ~~experience.~~

~~Simon R. Vernon~~ ~~has served~~Code of Ethics for Chief Executive and Senior Financial Officers, as ~~a director~~well as charters for each of the ~~Company since July 2016. Upon~~Board’s committees. These documents constitute the ~~closing~~foundation of ~~the Merger of TCIL~~our corporate governance structure and ~~TAL in July 2016, Mr. Vernon, who had served as the President and Chief Executive Officer of TCIL since 2003, became the President of Triton, a position which he held until he retired~~are available on February 28, 2018. Before being named President and Chief Executive Officer of TCIL, Mr. Vernon served as Executive Vice President of TCIL beginning in 1999, Senior Vice President beginning in 1996 and Vice President of Global Marketing beginning in 1994. Mr. Vernon also served as Director of Marketing of TCIL beginning in 1986, responsible for Southeast Asia and China and, beginning in 1991, for all of the Pacific basin. He was named Vice President, Marketing, responsible for the Pacific basin, in 1993. Prior to joining TCIL, Mr. Vernon served as chartering manager at Jardine Shipping Limited from 1984 to 1985, as a managerour website (www.trtn.com) in the ~~owner’s brokering department at Yamamizu Shipping Company Limited from 1982 to 1984~~Investors section under “Corporate Governance.” The Board regularly reviews our policies and asprocesses in the context of current corporate governance trends, regulatory changes and recognized best practices.

Highlights of our corporate governance practices include:

SHAREHOLDER

RIGHTS

BOARD

OVERSIGHT

BOARD COMPOSITION

AND INDEPENDENCE

•Annual Election of Directors

•Majority Voting for Directors

•No Poison Pill

•Right to Call Special Meeting

•One Class of Common Shares With Each Share Entitled to One Vote

•Active Strategy and Risk Oversight by Full Board and Committees, including:

•Business and Market Risks

•COVID-19 Response

•ESG Initiatives

•Human Capital Management

•Robust Shareholder Engagement

•Lead Independent Director

•80% Independent Board and Fully Independent Board Committees

•Board Commitment to Recruiting Qualified, Diverse Director Candidates

•12-Year Term Limit for Non-Management Directors

EXECUTIVE

COMPENSATION

AND SHAREHOLDER

ALIGNMENT

OTHER GOVERNANCE

PRACTICES

•Annual “Say on Pay” Advisory Vote

•Annual Benchmarking of Executive Compensation and Company Performance Against Relevant Peer Group

•Anti-Hedging/Anti-Pledging Policies for Directors, Officers and Employees

•Clawback Policy for Equity Awards and Annual Incentive Compensation

•Meaningful Share Ownership Requirements for Executive Officers and Directors

•Active Board Role in CEO and Management Succession Planning

•Regular Executive Sessions of Non-management and Independent Directors

•Director Overboarding Limits

•Annual Board and Committee Self-Assessments


22			TRITON

CORPORATE GOVERNANCE

Board Independence

The Board is comprised of a ~~ship broker with Matheson Charting Limited from 1980 to 1982. He holds a B.A. from Exeter University in England.~~

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

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

~~Corporate Governance and Related Matters~~

~~We are required to have a~~substantial majority of independent directors. Currently, eight out of 10 of our directors ~~on our Board of Directors and to have~~are independent. Additionally, our Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee beare 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 ~~Directors~~their immediate families and Triton and considers relevant facts and circumstances in order to make a determination regarding the independence of each director. The Board has adopted ~~a formal policy~~guidelines to assist it in determining whether a director is independent in accordance with the applicable rules of the ~~New York Stock Exchange. The~~NYSE. These Director Independence Standards are available on our ~~corporate~~ website at ~~www.trtn.com~~~~. From our main web page, click~~www.trtn.com.

Based on ~~“Investors,” then click on “Corporate Governance.” Next, click on “Director Independence Standards.” Applying these standards,~~the evaluation and criteria described above, our Board of Directors has determined that ~~all directors other than Brian~~except for our CEO, Mr. Sondey, and Simon Vernon qualify as independent, and constitute a majority of our Board of Directors. The Board of Directors has adopted the Corporate Governance Principles and Guidelines which are available on our website at ~~www.trtn.com~~~~. From our main web page, click on “Investors,” then click on “Corporate Governance.” Next, click on “Corporate Governance Principles and Guidelines.”~~

~~Board Leadership and Diversity~~

The Board of Directors is currently composed of seven independent directors (Messrs. Alspaugh, Baker, Coulter, Germain, Hanau, Rosner and Hextall), our Chairman and Chief Executive Officer (Mr. Sondey) and our former President, ~~(Mr. Vernon)~~Mr. Vernon, all of our directors qualify as independent (directors Alspaugh, Baker, Bexiga, Germain, Hanau, Hextall, Ramdev and Rosner). ~~We believe~~

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 (Mr. Rosner), and~~Lead Independent Director with meaningful responsibilities as described below, a Board of Directors ~~in which over 75%~~comprised of ~~its members are~~80% independent directors and committees composed entirely of independent directors currently provides ~~the best board~~a strong and effective leadership structure ~~for our Company.~~with robust independent oversight. In ~~particular,~~addition, we believe that having a single leader for the Company ~~in a combined role is seen~~ by ~~certain~~combining the Chairman and CEO roles provides greater clarity on our executive leadership for customers ~~and business partners as providing a strong, unified leadership that can enhance our ability to do business~~ in certain global markets. ~~This structure, together~~

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 ~~our~~independent leadership and facilitates the independence of the Board from management. The Nominating and Corporate Governance Committee regularly evaluates the responsibilities of the Lead Independent Director and considers current trends regarding independent board leadership.



The Lead Independent Director’s Role •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; •consults with the Chairman and approves all meeting agendas and schedules; •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; •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; •has the authority to call meetings of the independent directors; •consults with the Compensation and Talent Management Committee with regard to the annual performance review of the Chief Executive Officer; •works with the Compensation and Talent Management Committee to guide the Board’s oversight of management succession plans; •works with the Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board and committees; and •performs such other duties and responsibilities as the Board may determine.


2022 Proxy Statement			23

CORPORATE GOVERNANCE

Board Committees

To support effective corporate governance, ~~practices, provides effective oversight, expertise and representation of our shareholders’ interests.~~

~~Our Company does not currently have a formal policy concerning diversity for~~ our Board has established the Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee. These committees are comprised solely of ~~Directors; however, we believe that~~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.

Each of the committee charters is available on our website at www.trtn.com.


Audit Committee


Members: Robert W. Alspaugh (Chair) Malcolm P. Baker Annabelle Bexiga Kenneth Hanau Niharika Ramdev Committee Meetings in 2021: 4			Committee Roles and Responsibilities: The Committee assists the Board in: •overseeing our financial reporting and disclosure processes, including the adequacy and effectiveness our internal controls over financial reporting and our disclosure controls and procedures •appointing, overseeing and establishing the compensation of the independent registered accounting firm, and the independence of such firm with respect to services performed •overseeing compliance with legal and regulatory requirements, and monitoring risk management and assessment processes, including cybersecurity risks •overseeing the work and performance of the internal audit function The Board has determined that: •Mr. Alspaugh and Ms. Ramdev each qualifies as an “audit committee financial expert” as defined by the SEC and all members are considered “financially literate” under NYSE rules. •All members of the Audit Committee are independent in accordance with SEC and NYSE independence standards for audit committee members.


Compensation and Talent Management Committee


Members: Claude Germain (Chair) John S. Hextall Robert L. Rosner Committee Meetings in 2021: 5			Committee Roles and Responsibilities: The Committee assists the Board in: •establishing and overseeing our general compensation philosophy, strategy and principles •approving the goals and objectives relevant to compensation of the CEO and other executive officers and conducting, in consultation with the full Board, an annual evaluation of the Chief Executive Officer’s performance •reviewing and approving the compensation of our executive officers •reviewing and approving employment, consulting, retirement, severance or termination arrangements with any executive officer •reviewing our compensation programs annually to evaluate unnecessary or excessive risk taking •making recommendations to the Board regarding the compensation program for non-employee directors •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 The Board has determined that: •All members of the Compensation and Talent Management Committee are independent in accordance with SEC and NYSE independence standards for compensation committee members.


24			TRITON

CORPORATE GOVERNANCE

Nominating and Corporate Governance Committee



Members: Robert L. Rosner (Chair) Claude Germain John S. Hextall Committee Meetings in 2021: 4			Committee Roles and Responsibilities: 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 •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

Compensation and Talent Management Committee Interlocks and Insider Participation

None of ~~Directors is diverse in its members’ experience. We have Board~~the members ~~with corporate finance experience, accounting~~of the Compensation and ~~reporting experience, various industry experience,~~Talent Management Committee are officers, employees or former officers of the Company. No executive officer of the Company served as ~~well as experience serving on boards~~a member of the compensation committee (or other committee performing equivalent functions) or board of directors of ~~publicly~~another entity, one of whose executive officers served on the Compensation and ~~privately held companies. Diversity is an issue that we pay attention to and~~Talent Management Committee or as ~~opportunities arise, we will seek to increase the diversity of our Board of Directors.~~

~~TABLE OF CONTENTS~~

~~Risk Management~~

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

~~Risk Considerations in our Compensation Programs~~

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

~~Succession Planning~~

The Board regularly reviews succession plans for the Chief Executive Officer and for other senior management positions. In assessing possible candidates for the Chief Executive Officer and other senior management positions, the Board identifies the key skills, experience and attributes it believes are required to be an effective senior leader in lightdirector of the Company’s business strategies, opportunities and challenges. In addition, the Board ensures that directors have substantial opportunities over the course of the year to engage with possible successor candidates.

Company.

Annual Board and Committee ~~Evaluations~~

Self-Assessment Process

The Board conducts an evaluation of its performance and effectiveness on an annual basis. The Nominating and Corporate Governance Committee, led by the Lead Independent Director, oversees the process for the Board and committee self-assessments each year. The purpose of the ~~evaluation~~self-assessment is to obtain the directors’ feedback on the ~~Board’s~~composition, structure and overall performance of the Board and its committees 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.

effectiveness.


1	Questionnaire	Each director receives a written questionnaire developed by the Nominating and Corporate Governance Committee to solicit input on topics including: •Relevance and completeness of meeting agendas and materials •Meeting frequency and mechanics •Board and committee size, composition and structure •Quality of Board discussions •Board meeting dynamics and culture •Board responsibilities, including with respect to oversight of strategy, risk management, operating performance, succession planning and governance •Board relationships with management


2	Compilation and Assessment	The Nominating and Corporate Governance Committee compiles and reviews the collective views and comments of the directors.


3	Discussion of Feedback	Chair of the Committee reports the results to the full Board.


4	Implementation of Feedback	The Board develops action plans to implement appropriate changes.


2022 Proxy Statement			25

CORPORATE GOVERNANCE

In addition, the Nominating and Corporate Governance Committee, working with the Chair of each committee, ~~develops evaluation forms for each committee and conducts evaluations~~oversees annual self-assessments for each committee using the same process as the Board ~~evaluation.~~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~~members of ~~each~~the committee and to the Board.

~~Compensation~~

In recent years, the Board’s approach to Board and committee self-assessments has resulted in Board refreshment and increased focus on Board diversity, development of ~~Directors~~

~~The goal of our director compensation program is~~enhanced CEO succession planning processes and changes made to ~~attract, motivate~~Board meeting agendas and ~~retain directors capable of making significant contributions to the long term success of our Company~~schedules, management presentations and ~~our shareholders. The Compensation Committee is responsible for reviewing the compensation paid to our non-executive directors.~~

~~In 2016, in advance of the Merger of TCIL~~committee responsibilities.

Director Engagement

Board Meetings and TAL, an independent compensation consultant, Mercer (US) Inc. (“Mercer”), a wholly-owned subsidiary of Marsh & McLennan & Companies, Inc. (“MMC”), was engaged to assist in establishing compensation for the directors of Triton. As part of this process, Mercer reviewed the compensation of directors of companies considered to be comparable to Triton.

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

Attendance

~~TABLE OF CONTENTS~~

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 Compensation 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 2017. For the compensation paid to Messrs. Sondey and Vernon, please see the Summary Compensation Table for 2017.

~~DIRECTOR COMPENSATION TABLE FOR 2017~~

Name
Fees Earned or
Paid in Cash
($)⁽¹⁾
Common
Shares Awards
($)⁽²⁾
All Other
Compensation
($)⁽³⁾
Total
($)
Robert W. Alspaugh
90,000
154,921
—
244,921
Malcolm P. Baker
75,000
154,921
—
229,921
David A. Coulter
85,000
154,921
—
239,921
Claude Germain
95,000
154,921
—
249,921
Kenneth Hanau
75,000
154,921
—
229,921
John S. Hextall
75,000
154,921
—
229,921
Robert L. Rosner⁽⁴⁾
95,000
154,921
—
249,921

	~~(1)~~	~~Each~~

~99% Attendance			The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. Directors are expected to attend all meetings of the Board of Directors and the committees on which they serve, and to attend the annual meeting of shareholders. The Board of Directors held four meetings in 2021, as well as an informal year-end dedicated strategic planning session with management. All incumbent directors attended 75% or more of the combined total meetings of our non-executive directors receive a $60,000 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,Board and the ~~lead independent director receives an additional $10,000~~committees on which they served in 2021. Attendance and Board and committee meetings during 2021 averaged 99% for incumbent directors as a group. In 2021, all of our then serving directors attended our annual ~~fee. The annual retainer and annual fees are paid quarterly.~~meeting.

~~(2)~~

On May 10, 2017, Messrs. Alspaugh, Baker, Coulter, Germain, Hanau, Hextall and Rosner were each granted 5,525 Common Shares. These Common Shares were granted to these non-executive directors at a price of $28.04 per share and were fully vested upon grant and had a grant date value of $154,921. For further discussion regarding the assumptions used in valuing these Common Share grants, please refer to Note 9 to the Company’s Form 10-K filed on February 27, 2018. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, 2017.

~~(3)~~

~~No other compensation was paid to our non-executive directors for 2017.~~

~~(4)~~

~~Fees and Common Share grants were paid on Mr. Rosner’s behalf to Vestar Capital Partners LLC.~~

~~Meetings and Committees of our Board of Directors~~

All directors were appointed to the Board of Directors on July 12, 2016, except for Messrs. Coulter and Rosner, who were appointed in October 2015. During 2017, our Board of Directors held seven meetings and took action by unanimous written consent on seven occasions. In 2017, each of the directors attended 75% or more of the aggregate of the total number of meetings of our Board of Directors and the total number of meetings held by all of the committees of our Board of Directors on which they served. Directors are expected to make every effort to attend all meetings of the Board of Directors and the committees on which they serve, and to attend the Annual Meeting of Shareholders.

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

~~TABLE OF CONTENTS~~

~~Audit Committee.~~ The Audit Committee is comprised of three independent directors: Messrs. Alspaugh (Chair), Baker and Hanau, each of whom also is independent under Rule 10A-3 under the Securities Exchange Act of 1934. The Audit Committee met six times during 2017. Our Board of Directors has determined that Mr. Alspaugh qualifies as an “audit committee financial expert” as such term has been defined by the Securities and Exchange Commission regulations. Mr. Alspaugh currently serves on the audit committees of three other public companies. The Board of Directors has determined that such simultaneous service will not impair his ability to effectively serve on the Audit Committee.

The Audit Committee is responsible for (1) selecting the independent auditor and reviewing the fees proposed by the independent auditor for the coming year and approving in advance, all audit, audit-related and tax permissible non-audit services to be performed by the independent auditors, (2) approving the overall scope of the audit, (3) discussing the annual audited financial statements, quarterly financial statements and Forms 10-K and 10-Q, including matters required to be reviewed under applicable legal, regulatory or New York Stock Exchange requirements, with management and the independent auditor, (4) discussing earnings press releases, guidance provided to analysts and other financial information provided to the public, with management and the independent auditor, as appropriate, (5) discussing our risk assessment and risk management policies, (6) reviewing our internal system of audit, financial and disclosure controls and the results of internal audits, (7) setting hiring policies for employees or former employees of the independent auditors, (8) establishing procedures concerning the treatment of complaints and concerns regarding accounting, internal accounting controls or audit matters, (9) handling such other matters that are specifically delegated to the Audit Committee by our Board of Directors from time to time, (10) reporting regularly to the full Board of Directors and (11) performing the other related responsibilities that are set forth in its formal charter adopted by our Board of Directors.

~~The Audit Committee acts pursuant to a formal charter, which is available on our corporate website at~~ ~~www.trtn.com~~. From our main web page, click on “Investors,” then click on “Corporate Governance.” Next, click on “Audit Committee.” A written copy of the Audit Committee charter may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited c/o Estera Services (Bermuda) Limited, Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.

~~Compensation Committee.~~ The Compensation Committee is comprised of three independent directors: Messrs. Germain (Chair), Coulter and Hextall. The Compensation Committee met twice during 2017 and took action by unanimous consent on two occasions. The Compensation Committee is responsible for (1) reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and annually evaluating the chief executive officer’s performance in light of these goals, (2) reviewing and approving the compensation and incentive opportunities of our executive officers, inclusive of all perquisites or other benefits, (3) reviewing and approving employment contracts, severance arrangements, incentive arrangements and other similar arrangements between us and our executive officers, (4) receiving periodic reports on our compensation programs as they affect all employees, (5) reviewing our compensation programs annually to evaluate whether incentive or other forms of compensation encourage unnecessary or excessive risk taking, (6) considering the results of the most recent shareholder advisory vote on the compensation of our Named Executive Officers, (7) evaluating annually the appropriate level of compensation for Board and Committee service by non-employee members of the Board, (8) reviewing the Compensation Discussion and Analysis and approving it for inclusion in our Proxy Statement and (9) such other matters that are specifically delegated to the Compensation Committee by our Board of Directors from time to time. In carrying out its duties, the Compensation Committee regularly consults with our full Board of Directors to review executive compensation policies and decisions.

~~The Compensation Committee acts pursuant to a formal charter, which is available on our corporate website at~~ ~~www.trtn.com~~. From our main web page, click on “Investors,” then click on “Corporate Governance.” Next, click on “Compensation Committee.” A written copy of the Compensation Committee charter may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited c/o Estera Services (Bermuda) Limited, Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.

~~TABLE OF CONTENTS~~

~~Nominating and Corporate Governance Committee.~~ The Nominating and Corporate Governance Committee is comprised of three independent directors: Messrs. Rosner (Chair), Coulter and Germain. The Nominating and Corporate Governance Committee met twice during 2017. The Nominating and Corporate Governance Committee’s purpose is to assist our Board of Directors in identifying individuals qualified to become members of our Board of Directors, assess the effectiveness of the Board of Directors and develop our corporate governance principles. The Nominating and Corporate Governance Committee is responsible for (1) identifying and recommending for election individuals who meet the criteria the Board has established for board membership, (2) recommending nominees to be presented at the Annual General Meeting of Shareholders, (3) reviewing the Board’s committee structure and recommending to the Board the composition of each committee, (4) establishing a policy for considering shareholder nominees for election to our Board, (5) developing and recommending a set of corporate governance guidelines and reviewing them on an annual basis, (6) developing and recommending an annual self-evaluation process of the Board and its committees and overseeing such self-evaluations and (7) handling such other matters that are specifically delegated to the Nominating and Corporate Governance Committee by our Board of Directors from time to time.

~~The Nominating and Corporate Governance Committee acts pursuant to a formal charter, which is available on our corporate website at~~ ~~www.trtn.com~~. From our main web page, click on “Investors,” then click on “Corporate Governance.” Next, click on “Nominating and Corporate Governance Committee.” A written copy of the Nominating and Corporate Governance Committee charter may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited c/o Estera Services (Bermuda) Limited, Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.

Executive Sessions

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

~~Interested parties, including shareholders, may communicate directly~~

Director Onboarding and Education

We provide new directors with ~~our non-executive~~a substantive onboarding program and provide continuing education for all directors and independent directors by writing to the non-executive directors or independent directors at Triton International Limited c/o Estera Services (Bermuda) Limited, Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda. Correspondence received will be forwarded to the appropriate person or persons in accordance with the procedures adopted by the non-executive directors.

~~Director Nomination Process~~

The Nominating and Corporate Governance Committee makes recommendations to our Board of Directors regarding the size and composition of our Board of Directors. The Nominating and Corporate Governance Committee reviews annually with our Board of Directors the composition of our Board of Directors as a whole and recommends, if necessary, measures to be taken so that our Board of Directors reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board of Directors as a whole and contains at least the minimum number of independent directors required by the New York Stock Exchangeon governance, industry and other ~~applicable laws and regulations. The Nominating and Corporate Governance Committee is responsible for ensuring that~~timely topics relevant to their service on the ~~composition~~Board.

New Director

Onboarding

The onboarding program is tailored to the needs of each new director, depending on the director’s experience and the Board committee(s) on which the director is expected to serve. This includes a series of introductory meetings with members of the senior management team to learn about the Company’s operations, the Board and its governance framework, key industry and competitive factors and other matters. Materials provided to new directors include background information on the Company’s financial results, capital structure, operations, organization and management, corporate governance and other policies and strategic initiatives.

Continuing Director

Education

Continuing director education is provided during portions of Board and committee meetings and as stand-alone sessions outside of meetings. Among other topics during 2021, our Board heard from external subject matter experts on cybersecurity and global macroeconomic trends. In addition, we support director participation in continuing education programs and reimburse directors for reasonable costs associated with attendance.


26			TRITON

CORPORATE GOVERNANCE

Codes of our Board of Directors accurately reflects the needs of Triton’s business and, in accordance with the foregoing, proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. 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 which our Board of Directors desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by our Board of Directors and any core competencies or technical expertise necessary to staff committees.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum qualifications set forth above, based on whether or not the candidate was recommended by a shareholder. Shareholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to our Board of Directors may

Ethics

~~TABLE OF CONTENTS~~

do so by delivering a written recommendation to the Nominating and Corporate Governance Committee, Triton International Limited c/o Estera Services (Bermuda) Limited at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda not before January 2, 2019 and not later than February 1, 2019 for the 2019 Annual General Meeting and otherwise in compliance with our Bye-Laws. Submission must include the full name, age, business address and residence address of the proposed nominee, a description of the proposed nominee’s principal occupation and business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director, the class and number of Triton shares that is owned beneficially or of record by the proposed nominee, the name and record address of such nominating shareholder, the class and number of Triton shares that is owned beneficially or of record by such nominating shareholder, a description of all arrangements or understandings between such nominating shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, a representation that the nominating shareholder intends to appear in person or by proxy at the 2019 Annual General Meeting to nominate the person(s) named in its written notice of recommendation and such other information as required by Regulation 14A under the Exchange Act. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

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

~~Term Limit Policy~~

In February 2018, our Board has implemented a director term limit policy. Under this policy, directors (other than any director who also serves as the Chief Executive Officer or President of the Company) will be subject to a maximum term limit of 12 years, unless an exemption is granted by the Board. The term limits are measured from the later of July 12, 2016 or the date on which a director is first elected to the Board.

~~Code of Ethics~~

We have adopted a Code of Ethics which applies to all officers, directors and employees. ~~The Code of Ethics is available on our corporate website at~~ ~~www.trtn.com~~. From our main web page, click on “Investors,” then click on “Corporate Governance.” Next, click on “Code of Ethics.” A written copy of the Code of Ethics may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited c/o Estera Services (Bermuda) Limited, Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.

Additionally, we have adopted a Code of Ethics for Chief Executive and Senior Financial Officers ~~which applies to our Chief Executive Officer, Chief~~(Chief Financial Officer and ~~Controller. The Code~~Controller). These Codes of Ethics ~~for Chief Executive and Senior Financial Officers is~~are available on our ~~corporate~~ website at ~~www.trtn.com~~ ~~and~~www.trtn.com. Copies of these documents may be found on our website as follows: From our main web page, click on “Investors”, then click on “Corporate Governance.” Next, click on “Code of Ethics for Chief Executive and Senior Financial Officers”. A written copy of the Code of Ethics for Chief Executive and Senior Financial Officers mayalso be obtained ~~free of charge~~ by sending a request in writing to our Corporate Secretary at Triton International Limited, ~~c/o Estera Services (Bermuda) Limited, Canon's Court, 22~~Victoria Place, 5th Floor, 31 Victoria Street, Hamilton ~~HM12,~~HM 10, Bermuda.

~~TABLE OF CONTENTS~~

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 ~~that applies~~(to the extent applicable to certain officers and our ~~principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions,~~directors), we will promptly disclose the nature of the amendment or waiver on our website at www.trtn.com.

Certain Relationships and Related Person Transactions

Triton’s Codes of Ethics described above and other policies discourage conflicts of interest or the appearance of conflicts of interest and provide guidance for identifying, handling and reporting conflicts of interest. Additionally, the Board has adopted a written policy regarding related person transactions. These are defined, subject to certain exceptions, as any transaction or series of transactions:

•in which the Company or a subsidiary was or is a participant;

•where the amount involved exceeds or is expected to exceed $120,000 in any fiscal year; and

•in which the related person (i.e., a director, director nominee, executive officer, greater than five percent beneficial owner of the Company’s common shares) or any immediate family member has or will have a direct or indirect material interest.

Review of Transactions with Related Persons

Pursuant to its charter and the related person transactions policy, the Audit Committee reviews and approves or ratifies related person transactions. Triton has multiple processes for reporting conflicts of interests, including related person transactions. Each year, our directors and executive officers complete questionnaires designed to elicit information about potential related person transactions and/or conflicts of interest. In addition, the directors and executive officers are expected to promptly advise our General Counsel if there are any changes to the information they previously provided. Transactions deemed reasonably likely to be related person transactions are reviewed by the Audit Committee at its next meeting, unless action is required sooner. In such a case, the transaction would be submitted to the Chair of the Audit Committee, whose determination would be reported to the full committee at its next meeting. In reviewing related person transactions, the following factors will generally be considered:

•the nature of the related person’s interest in the transaction;

•the purpose and material terms of the transaction, including the amount and type of transaction;

•the importance of the transaction to the related person and to Triton;

•whether the transaction is in the ordinary course of Triton’s business and whether it was initiated by Triton or the related person;

•whether the transaction is on terms no less favorable to Triton than terms that could have been reached with an unrelated third party;

•whether the transaction would impair the judgment of a director or executive officer to act in the best interest of Triton; and

•any other matters deemed appropriate with respect to the particular transaction.

Any member of the Triton Board who is a related person with respect to a transaction will be recused from the review of the transaction. These transactions are also reviewed in the context of making annual independence determinations regarding directors. See "Corporate Governance - Board Independence" for further information.

Following Simon Vernon’s retirement as President of the Company, Mr. Vernon has served as the Company’s representative on the Board of Directors of the Through Transport (TT) Club, a mutual insurance company, and is paid $20,000 for each meeting of the Board of Directors of the TT Club that he attends. In 2021, he earned $40,000 for the meetings that he attended. Additionally, Mr. Vernon is the Company’s representative on the Board of Directors of Tristar Container Services (Asia) Private Limited and is paid $40,000 a year, plus an additional $10,000 for meetings held in India. In 2021, he earned $40,000 in connection with his service. He is also reimbursed for reasonable expenses that he incurs in providing the above services.


2022 Proxy Statement			27

CORPORATE GOVERNANCE

Shareholder Outreach and Engagement

As part of our commitment to effective corporate governance, we regularly engage with our shareholders to help us better understand their views on key topics important to them.

This includes meetings with investors, prospective investors and investment analysts at industry conferences and roadshows, as well as phone calls and meetings throughout the year. We held virtual investor days in 2020 and 2021 and conducted follow-up outreach with investors after the events. Additionally, in 2019 we conducted a third-party investor perception study to gather relevant perspectives on our Company.

Investor feedback from these discussions and activities is shared with the Board and its committees and helps to inform the development of our governance and other policies and practices, as well as the ongoing evaluation of our business strategy, performance and investor relations efforts.

Below is a summary of the recent key topics addressed in our shareholder engagement activities, Triton personnel who participated in these shareholder engagements and how we have addressed the feedback received.


Company Representatives	Key Topics Discussed With Investors	Governance Feedback Implemented
•Investor Relations team •Chairman and CEO •CFO •General Counsel and Secretary •Additionally, our Lead Independent Director is available for consultation and direct communication, if requested by major shareholders	•Company financial and operating performance •Capital allocation •Industry environment •Board and management diversity, proxy disclosures and ESG initiatives	•Enhanced Board diversity by adding two female diverse directors •Enhanced our proxy disclosures with respect to the composition, skill sets and diversity of our Board •Established Board-level oversight responsibility for ESG with the Nominating and Corporate Governance Committee and added an internal ESG resource to drive enhanced focus on our ESG initiatives

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~~mail labeled ~~accordingly. This letter should be placed in a larger envelope~~accordingly and ~~mailed~~sent to Triton International Limited, ~~c/o Estera Services (Bermuda) Limited, Canon's Court, 22~~Victoria Place, 5th Floor, 31 Victoria Street, Hamilton ~~HM12,~~HM 10, Bermuda.

Our Corporate Secretary will review all communications sent to the Board. All such communications will be forwarded to the Board or applicable director(s), except for those items that are determined to be unrelated to the duties and responsibilities of the Board, its committees or directors. Communications addressed to the Board may, in our discretion, be shared with members of our management.


28			TRITON

CORPORATE GOVERNANCE

~~TABLE~~Key Areas of Board Oversight

Triton’s Board of Directors provides oversight, strategic direction, and counsel to management regarding our business and affairs. Our Board is deeply engaged, provides informed and meaningful guidance and feedback, and maintains an open dialogue with management.

Business and Financial Performance Oversight

The Board regularly assesses how Triton is performing in the context of market conditions. The Board receives monthly written performance updates from management and devotes a considerable portion of each Board meeting to reviewing market conditions, evaluating Triton’s operating and financial performance, lease transaction activity, fleet investments and other key performance metrics. The Board also reviews near-term opportunities and risks and discusses management’s objectives and priorities. The Board also uses these discussions to inform its evaluation of management’s performance for compensation purposes.

Strategy Oversight

One of the Board’s key responsibilities is overseeing the Company’s business strategy. This is done through a continuous process of engagement with management as described below.

REGULAR STRATEGY
DISCUSSIONS

ANNUAL STRATEGY
REVIEW

Throughout the year, the Board receives information and updates and actively engages with senior management with respect to Company performance, key strategic initiatives, capital allocation and other strategic matters and developments.

Annually, the Board conducts an extensive review of the Company’s short-and long-term business goals and strategic plans and initiatives. At these reviews, the Board engages with senior management and external experts when desired regarding topics including:

•business objectives

•the competitive environment

•financial and operating performance

•capital allocation plans

•strategic initiatives.

Our non-management directors also hold regular executive sessions without management present, at which strategy is discussed. The Board also discusses feedback on strategic matters from our shareholders.


2022 Proxy Statement			29

CORPORATE GOVERNANCE

Risk Management Oversight

The Board of Directors has overall responsibility for the oversight of risk management at Triton, while each committee has been delegated responsibility for oversight of risk categories related to its specific areas of focus. All of our Board committees regularly report on their activities to the full Board to promote effective coordination and ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks.



Board of Directors
•has overall responsibility for the oversight of risk management at Triton. •at each meeting, the Board reviews and discusses with senior management key areas of financial, operational and strategic risk affecting Triton, including key market risks and risks related to Triton’s capital structure, liquidity and financing, procurement strategy, competitive environment, customer credit and other strategic developments.



Audit Committee •oversees accounting, financial statement, financial reporting and disclosure-related risks •monitors internal control related risks •oversees legal, compliance and regulatory risks •reviews IT and cybersecurity-related risks •reviews tax risks and financial risk exposures •oversees the handling of related person transactions/conflicts of interest	Compensation and Talent Management Committee •monitors potential risks relating to the design and administration of our executive compensation programs and practices •oversees management succession planning, including CEO succession planning in conjunction with the Nominating and Corporate Governance Committee •monitors potential risks relating to our human capital management policies, practices and strategy	Nominating and Corporate Governance Committee •monitors potential risks related to our governance policies and practices, board structure, composition and succession planning •monitors environmental, social and governance initiatives



Management Responsibility
•management is responsible for the day-to-day assessment and management of risk. •senior management engages with and reports to the Board and relevant committees on a regular basis to address high priority risks.

We believe that the Board’s leadership structure, supermajority of independent directors, and allocation of oversight responsibilities to appropriate, fully independent committees, provide effective Board-level risk oversight.



Board Oversight of Triton’s Response to COVID-19 Throughout 2021, the Board and its committees reviewed and discussed with management the impact of COVID-19 on our business, our customers, our internal processes, including financial reporting, and our employees. The Board regularly reviewed and discussed with management Triton’s strategies and initiatives to respond to the pandemic, including supporting our customers with substantial investments in new containers to meet their needs, ensuring that critical business processes operated without disruptions and continuing to monitor and respond to local conditions to protect the health and safety of our employees.


30			TRITON

CORPORATE GOVERNANCE

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). In recent years, we also 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. We continue to work with container manufacturers to reduce the global warming potential (“GWP”) ratings of our refrigerated container fleet. All of our new production refrigerated containers meet or exceed applicable EU GWP reduction standards.


			SOCIAL

Our commitment to doing business with integrity is an essential building block of our corporate culture. This is reinforced through Company policies, communications and training, and informs our approach to managing our people and supply chains. We believe that investing in our people is key to our long-term success. We are committed to providing fair and attractive compensation and benefits and to supporting our employees’ career development. We believe investing in our employees helps foster professional growth, commitment and retention. See “Human Capital Management, Talent Development and Succession Planning” for more information. Our commitment to social responsibility also encompasses our global supply chain. We have rigorous quality control processes that include performing detailed inspections and surveys 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 engagement and a focus on worker safety and welfare in those organizations. Our Vendor Code of Conduct, which addresses areas including compliance with laws, anti-corruption, employee health, safety and labor practices, including child and forced labor, and environmental compliance, reinforces our expectations that vendors will adhere to high standards of social and environmental responsibility.


			COMMUNITY SUPPORT

Triton is dedicated to supporting both global causes and local communities where our people live and work. Triton has made a multi-year corporate commitment to support Doctors without Borders (Médecins 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. We support a number of local non-profit organizations that help those in need around the world. As part of these efforts, in 2020 and 2021 we donated to several organizations focused on supporting frontline workers, food distribution and providing critical services for many impacted by the COVID-19 pandemic, as well as disaster relief in our communities.


2022 Proxy Statement			31

CORPORATE GOVERNANCE


			GOVERNANCE

As part of our overall governance structure, the Nominating and Corporate Governance Committee is responsible for overseeing our ESG initiatives. This includes engaging with management on strategy development and regular progress reviews. For more information regarding our environmental and corporate social responsibility policies and practices, please visit the “Community” section of our website, www.trtn.com. Information contained on our website is not incorporated by reference into this proxy statement.

Human Capital Management, Talent Development and Succession Planning

Approach to Human Capital Management

Triton seeks to attract, retain, and develop the best talent available in order to ensure the current and future success, profitability, and sustainability of the organization. These goals are pursued using a multi-faceted approach that includes the following components.

COMPANY

CULTURE

HUMAN CAPITAL

GOVERNANCE

TOTAL

REWARDS

HEALTH AND

WELLNESS

LEARNING AND

DEVELOPMENT

Triton also focuses on being a positive force in our employees’ communities as discussed under “Corporate Social Responsibility.”


			COMPANY CULTURE

Our approach to human capital management is underpinned by our corporate culture, which strives to foster an inclusive and respectful work environment where employees are empowered at all levels to implement new ideas to better serve our global customer base and continuously improve our processes and operations. This culture is supported by a flat organizational structure that enables speed of decision making and execution; compensation programs that emphasize Company-wide common shared objectives; a diverse, international team that mirrors our local communities and customer base; robust training and development opportunities; and resources for employees to seek guidance and raise concerns when needed. As a global business with approximately 40% of our workforce located outside the U.S., we believe a diverse workforce directly supports the success of our business, and we are taking steps to further advance diversity, equity and inclusion (DEI) in our Company.



Triton’s COVID-19 Response We are committed to the health and safety of our employees and their families, and in 2021 we continued to respond to the unique challenges posed by the COVID-19 pandemic. A majority of our workforce continued to work remotely for most of the year, and we have implemented numerous measures to protect the health and safety of our employees based on local conditions and regulations, including hybrid and remote work arrangements, reduced office capacity and staggered shifts, restrictions on travel, upgraded cleaning practices, social distancing requirements and other safety-related measures. We provided regular messaging from our leadership and Human Resources and held regular virtual Company-wide town hall meetings to keep our employees informed about the business and maintain high levels of engagement. We have been taking a phased and flexible approach to reopening our offices in light of prevailing local conditions and other factors, with the health and well-being of our employees as our top priority.


32			TRITON

CORPORATE GOVERNANCE


			HUMAN CAPITAL GOVERNANCE

Our Board believes that human capital management, including employee recruiting and retention, talent development and succession planning, are key to Triton’s continued success. The Board and the Compensation and Talent Management Committee engage with management on a broad range of human capital management topics, including organizational structure and culture, bench strength in key business and functional areas, succession planning and talent development, employee recruiting and retention, employee health and safety matters and diversity and inclusion. The Board recognizes the importance of diversity to a global business such as the Company’s and has made employee diversity and inclusion an enhanced focus area. In 2020, the Board amended its Compensation and Talent Management Committee charter to reflect the Committee’s ongoing oversight of human capital management, including diversity and inclusion.



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


			TOTAL REWARDS

We seek to provide our employees with compensation packages that fairly reward employees for their contributions to the Company and enable the Company to recruit and retain high quality individuals. In addition, we seek to structure our compensation plans so that they are straightforward for our employees to understand and value, and relatively easy for the Company to administer. We offer competitive salary and incentive programs that recognize individual contributions and performance as well as shared achievement of Company-wide goals.


			HEALTH AND WELLNESS

We offer our employees a competitive set of overall benefits that focuses on total wellness, including health and welfare benefits, employee assistance programs and various paid time off and leave programs. Our executive management team, together with Human Resources, has been closely monitoring developments related to the COVID-19 pandemic and providing guidance to our locations worldwide. Triton has implemented numerous measures to protect the health and safety of our employees during the pandemic based on local conditions and regulations, including remote work arrangements, reduced office capacity and staggered shifts, restrictions on travel, upgraded cleaning practices, social distancing requirements and other safety related measures.


			LEARNING AND DEVELOPMENT

We seek to provide our employees with the opportunity to develop both personally and professionally to realize their full potential, including: •Organization-wide learning management system offering a comprehensive library of professional development courses; •Opportunities for internal cross training; and •Tuition and professional development reimbursement benefits.


2022 Proxy Statement			33

CORPORATE GOVERNANCE

2021 Organizational Initiatives

In 2021, we launched several programs and initiatives aimed at promoting talent development, employee retention, succession planning and DEI at Triton. These included:

Launched a global mentoring program that pairs mentors and mentees from different regions, business units and functions for the benefit of mutual learning and career development.

Established an employee resource group (ERG) program to empower employees to celebrate our diversity and build community with others. Our ERGs currently include:

Began development of new leadership training program to supplement existing in-house learning resources and promote skills development across a range of disciplines to help employees advance in their careers.

Expanded bench-strength planning for senior positions across the Company, including key marketing, operations and headquarters roles.

•Women in Triton ERG

•Multicultural ERG

•Young Professionals ERG

Workforce and Diversity Snapshot

OUR GLOBAL AND DIVERSE WORKFORCE

GENDER DIVERSITY (Global)


34			TRITON

Compensation of Directors

The goal of our non-employee director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long-term success of our Company. It is also intended to further align the interests of directors with those of our shareholders. In 2021, annual compensation for our non-employee directors was comprised of a mix of cash and equity-based compensation. The Compensation and Talent Management Committee is responsible for reviewing the compensation paid to our non-employee directors and making recommendations for adjustments, as appropriate, to the Board.



The Compensation and Talent Management Committee periodically receives competitive benchmarking information on director compensation practices from its independent compensation consultant.									The Compensation and Talent Management Committee reviewed the compensation program for our non-employee directors in 2021 and recommended to make no changes at the time.

Each of our non-executive directors receives an annual cash retainer for serving on the Board of Directors, an additional cash retainer for each committee they serve on, and an additional cash retainer if they serve as the chair of a committee. Our Lead Independent director receives an additional cash retainer for serving in that role. We do not pay meeting fees.

To supplement their cash compensation and align their interests with those of our shareholders, our non-employee directors are granted common shares annually following our annual general meeting of shareholders. This award has a target value of $150,000. If a non-employee director joins the Board following the most recent annual equity grant, the new director receives a pro-rated grant based on when the director joins the Board. All shares granted to our non-employee directors are immediately vested.

Directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings, as well as shareholder meetings.


NON-EXECUTIVE DIRECTOR COMPENSATION


ADDITIONAL ANNUAL CASH RETAINERS

For Serving on First Committee

+ $15,000

For Serving on Second Committee

+ $10,000

For Serving as Chair of a Committee (except Audit Committee)

+ $10,000

For Serving as Audit Committee Chair

+ $15,000

For Serving as Lead Independent Director

+ $10,000


2022 Proxy Statement			35

COMPENSATION OF ~~CONTENTS~~

DIRECTORS

~~EXECUTIVE OFFICERS~~

Cap on Pay
Under the terms of the Triton International Limited Amended and Restated 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”), the maximum number of common shares that may be granted in any one fiscal year to any non-executive director, taken together with any cash retainer fees paid to such non-executive director during such fiscal year, may not exceed $500,000 in total value. The Compensation and Talent Management Committee believes that these restrictions represent meaningful limits on the total annual compensation payable to our non-executive directors. Our current compensation program for non-employee directors is well within these limits.

The following table sets forth ~~certain~~ information regarding the compensation earned by our ~~executive officers:~~

non-executive directors in 2021. Mr. Sondey does not receive additional compensation for serving as a director.

Director Compensation Table


	Fees Earned or Paid in Cash		Common Shares Awards(1)		All Other Compensation(2)		Totals
Robert W. Alspaugh	$	90,000	$	148,927	$	—	$	238,927
Malcolm P. Baker	$	75,000	$	148,927	$	—	$	223,927
Annabelle Bexiga	$	75,000	$	148,927	$	—	$	223,927
David Coulter(3)	$	27,555	$	—	$	—	$	27,555
Claude Germain	$	95,000	$	148,927	$	—	$	243,927
Kenneth J. Hanau	$	75,000	$	148,927	$	—	$	223,927
John S. Hextall	$	81,786	$	148,927	$	—	$	230,713
Niharika Ramdev(4)	$	26,698	$	77,061	$	—	$	103,759
Robert L. Rosner	$	101,786	$	148,927	$	—	$	250,713
Simon R. Vernon	$	60,000	$	148,927	$	80,000	$	288,927

(1)On April 27, 2021, our non-executive directors with the exception of David Coulter and Niharika Ramdev were each granted 2,696 common shares. These common shares were fully vested upon grant and had a grant date fair value of $148,927 (based on the closing price of $55.24 per share). Niharika Ramdev received an initial grant on August 23, 2021, in connection with her joining the Board of 1,457 shares which were fully vested upon grant and had a grant date fair value of $77,061 (based on the closing price of $52.89 per share). For discussion regarding the assumptions used in valuing these grants, please refer to Note 9 to the 2021 Consolidated Financial Statements in the Company’s Form 10-K filed on February 15, 2022. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, 2021.

(2)Includes $80,000 earned by Mr. Vernon for service as the Company’s representative on other companies’ boards of directors. See “Certain Relationships and Related Person Transactions.”

(3)Mr. Coulter stepped down from the Board effective April 27, 2021.

(4)Ms. Ramdev joined the Board effective August 23, 2021.

Director Share Ownership Guidelines

The Board believes that ownership of common shares further aligns directors’ interests with those of the Company’s shareholders. Accordingly, the Board has adopted share ownership guidelines applicable to our non-employee directors requiring each non-employee director to own an amount of Triton common shares equivalent in value to at least a specified amount. In 2021, the Board increased the non-employee director share ownership guideline from three to five times the base annual retainer received by the director.

Non-employee directors are expected to meet their required ownership level within five years from joining the Board. Additionally, if at any time a director is not in compliance with these guidelines, the director will be required to retain 100% of the net (after taxes) common shares received until the guideline is met. As of December 31, 2021, all of our non-employee directors had met or had time to meet the increased ownership guidelines. Mr. Rosner, as Co-President and former Board nominee of Vestar Capital Partners LLC, which had been the Company’s largest shareholder until it sold its investment in the Company in the fourth quarter of 2020, was previously exempted from the guidelines as his director share grants and other compensation were paid to Vestar. Beginning in 2021, Mr. Rosner became subject to the guidelines, including the five-year period to meet the guidelines.


36			TRITON

~~Name~~



PROPOSAL 2	Advisory Vote to Approve the Compensation of Named Executive Officers

		~~Age~~The Board of Directors recommends a vote “FOR” the advisory approval of the compensation of the Company’s Named Executive Officers as described in this Proxy Statement.

As required by SEC rules, Triton is providing shareholders with the opportunity to cast an advisory vote on the compensation of its Named Executive Officers as disclosed in this proxy statement. This proposal, which is commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to cast non-binding, advisory votes on the compensation of our Named Executive Officers. Based on the results of the May 10, 2017 shareholder vote on the frequency of holding the advisory vote on the compensation of our Named Executive Officers, and consistent with our recommendation, our Board of Directors has determined that Triton will hold an advisory vote on executive compensation every year.

As described in the Compensation Discussion and Analysis section of this proxy statement, Triton seeks to provide its senior executives with compensation packages that fairly reward the executives for their contributions to the Company and allow Triton to recruit and retain high-quality individuals. Triton seeks to structure its compensation plans so that they are straightforward for the executives and shareholders to understand and value, and relatively easy for the Company to administer. Triton links a significant portion of overall compensation to short-term and long-term measures of performance to motivate senior executives and align their interests with those of our shareholders.

The purpose of this proposal is to provide an advisory vote on the overall compensation of the Company’s Named Executive Officers. Accordingly, the Board of Directors will request that the Company’s shareholders vote on the following resolution at the Annual Meeting of Shareholders:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the Annual Meeting, including in the Compensation Discussion and Analysis, the compensation tables and other related disclosures of the Company’s Proxy Statement.”

While the advisory vote we are asking you to cast is not binding on the Company, the Board of Directors values the opinions of our shareholders regarding the compensation of Triton’s Named Executive Officers. Your advisory vote will serve as an additional tool to guide the Board of Directors and Compensation and Talent Management Committee in the alignment of Triton’s executive compensation programs with the interests of the Company and our shareholders.


2022 Proxy Statement			37

Executive Compensation

Compensation Discussion and Analysis


E XECUTIVE SUMMARY	~~Position~~38
~~Brian M. Sondey~~Compensation Philosophy and Objectives	50	~~Chairman, Chief Executive Officer and Director~~38
~~John Burns~~2 021 Performance Highlights	57	~~Chief Financial Officer~~39
~~John F. O'Callaghan~~Consideration of Say-On-Pay Vote	57	~~Executive Vice President, Global Head of Field Marketing and Operations~~40
~~Kevin Valentine~~Our Compensation Best Practices	5240

PRINCIPAL ELEMENTS OF 2021 EXECUTIVE COMPENSATION	~~Senior Vice President, Triton Container Sales~~41
~~Marc Pearlin~~⁽¹⁾Overview	6241
Base Salary	~~Senior Vice President, General Counsel and Secretary~~42
Annual Incentive Program	42
Long-Term Equity Incentive Compensation	44

OUR COMPENSATION DETERMINATION PROCESS	47
OTHER COMPENSATION ELEMENTS	49
COMPENSATION GOVERNANCE	51

~~(1)~~

~~Mr. Pearlin is not a Named Executive Officer as defined in the~~This Compensation Discussion and Analysis ~~section below.~~

~~Brian M. Sondey~~ is our Chairman and Chief Executive Officer, and has served as a director of our Company since July 2016. Upon the closing of the Merger of TCIL and TAL in July 2016, Mr. Sondey, who had served as the Chairman, President and Chief Executive Officer of TAL since 2004, became the Chairman and Chief Executive Officer of Triton. Mr. Sondey joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Corporate Development. He then joined TAL International Container Corporation in November 1998 as Senior Vice President of Business Development. In September 1999, Mr. Sondey became President of TAL International Container Corporation. Prior to his work with Transamerica Corporation and TAL International Container Corporation, Mr. Sondey worked as a Management Consultant at the Boston Consulting Group and as a Mergers & Acquisitions Associate at J.P. Morgan. Mr. Sondey holds an MBA from The Stanford Graduate School of Business and a BA degree in Economics from Amherst College.

~~John Burns~~ is our Chief Financial Officer. He is responsible for overseeing our Finance & Accounting, Treasury, Internal Audit, Information Technology, Legal and Human Resources departments. Mr. Burns was formerly Senior Vice President and Chief Financial Officer of TAL where he had the same responsibilities. Before that, Mr. Burns was TAL’s Senior Vice President of Corporate Development, where he was responsible for the execution of TAL’s corporate development strategy. Mr. Burns joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Internal Audit and subsequently transferred to TAL International Container Corporation in April 1998 as Controller. Prior to joining Transamerica Corporation, Mr. Burns spent 10 years with Ernst & Young LLP in their financial audit practice. Mr. Burns holds a BA in Finance from the University of St. Thomas, St. Paul, Minnesota and is a certified public accountant.

~~John F. O’Callaghan~~ is our Executive Vice President, Global Head of Field Marketing and Operations, and is responsible for overseeing global marketing and operations. Upon the closing of the Merger of TCIL and TAL in July 2016, Mr. O’Callaghan, who had served as the Senior Vice President, Europe, North America, South America and the Indian Sub-continent of TCIL since 2006, became our Global Head of Field Marketing and Operations. From 2002 to 2006, Mr. O'Callaghan served as Regional Vice President, Europe, South America, South Africa and the Indian Sub-continent, and prior to that as Vice President, Refrigerated Containers commencing in 1998. Mr. O’Callaghan was Director of Marketing, Refrigerated Containers from 1996 and Marketing Manager, Refrigerated Containers beginning in 1994. Prior to joining Triton, Mr. O’Callaghan worked as an architect on various construction projects including the Canary Wharf development with Koetter Kim and projects in Germany with Buro Bolles Wilson. Mr. O’Callaghan studied engineering at Trinity College Dublin and qualified with RIBA (Royal Institute of British Architects) as an architect with the Architectural Association in London.

~~Kevin Valentine~~ is our Senior Vice President, Triton Container Sales. Mr. Valentine is responsible for the execution of our global container sales and trading activities and for overseeing Triton’s tank lease product line. Mr. Valentine joined TAL International Container Corporation in 1994 as Marketing Manager, UK following TAL’s acquisition of his previous employer, Tiphook Container Rental. After joining TAL, Mr. Valentine held positions in TAL’s London office as General Manager UK, Area Director Europe and Vice President, Trader Container Sales & Trading, Mr. Valentine relocated to TAL’s headquarters in 2008 and prior to the Merger of TCIL and TAL was TAL’s Senior Vice President, Trader and Global Operations, responsible for overseeing TAL’s global container and chassis sales and trading activities, global fleet operations, TAL’s tank and chassis leasing product lines and its regional leasing activities in the Americas. Prior to joining TAL International Container Corporation, Mr. Valentine held

~~TABLE OF CONTENTS~~

positions with Tiphook Container Rental from 1990 as Marketing Manager, Indian Subcontinent and Middle East based in London and Marketing Manager, Benelux based in Antwerp, Belgium. Mr. Valentine received a BA (Hons) degree in Business from Middlesex University (formerly known as Middlesex Polytechnic), London, England.

~~Marc Pearlin~~ is our Senior Vice President, General Counsel and Secretary, and is responsible for overseeing all legal matters. Upon the closing of the Merger of TCIL and TAL in July 2016, Mr. Pearlin who had served as the Vice President, General Counsel and Secretary of TAL since 2004, became the Senior Vice President, General Counsel and Secretary of Triton. In October 1986, Mr. Pearlin joined TAL International Container Corporation and held positions as an Associate General Counsel as well as Secretary and Assistant General Counsel of TAL. Mr. Pearlin holds a Juris Doctor degree from the University of Connecticut School of Law and a BA in Economics and Spanish from Trinity College, Hartford, Connecticut.

~~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”~~). Additional details are provided for each element of compensation in the tables and narratives which follow.~~

~~EXECUTIVE SUMMARY~~

~~Our Business~~

Triton is the world's largest lessor of intermodal containers and was formed on July 12, 2016, by an all stock merger of TCIL and TAL. 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 operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. Our primary customers are the world’s largest shipping lines. We operate our business through 24 offices in 15 countries, and offer leasing services through approximately 456 third-party depot facilities in 47 countries. Our fleet as of December 31, 2017 included 5.6 million 20-foot equivalent units of containers representing a leasing share of over 25%.

Most of our revenues are derived from leasing our equipment fleet to our core shipping line customers and the majority of our leases are structured as operating leases. Through our extensive operating network we also purchase containers from shipping line customers and other sellers of containers and resell these containers to container retailers and users of containers for storage and one-way shipments.

~~2017 Business Overview~~

Triton leveraged favorable market conditions and our financial and operating advantages to achieve strong performance in 2017. Higher than expected trade growth led to strong demand for containers, and demand for leased containers was further supported by an increased reliance on leasing relative to direct container purchases by our shipping line customers. The supply of containers was constrained for much of the year due to a combination of factors. Container manufacturing output was disrupted at many factories in the first half of 2017 as a result of tighter environmental regulations in China, and in addition, many of our shipping line customers and several of our leasing company competitors reduced container purchases in response to lingering financial challenges related to the weak market environment experienced in 2015 and 2016. Triton took advantage of the high demand for containers and purchasing constraints facing others in our industry to drive strong improvements in our operating metrics and a rapid recovery of our financial performance. We also captured a large share of new leasing transactions with attractive investment returns.

~~2017 Performance Highlights:~~

“NEOs”) who were:

~~Generated $1.16 billion of leasing revenue~~

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

~~Generated $353.5 million of net income~~Executive Summary

Compensation Philosophy and Objectives

~~TABLE OF CONTENTS~~

~~Invested nearly $1.6 billion in new containers, by securing an estimated 50% share of new container leasing transactions~~

~~Achieved average equipment utilization of 96.9%~~

~~Integrated TCIL’s and TAL’s information systems, effectively concluding merger related activities~~

~~Raised over $190 million of net proceeds through Common Share offering to support ongoing investment and growth~~

~~As a result of our strong 2017 performance, annual cash incentive compensation payments were paid at above target levels~~

~~Compensation Objectives and Philosophy~~

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

Fairly reward the executives for their contributions to the Company

Allow the Company to recruit and retain highly qualified executives

Are straightforward for our

executives and our shareholders to understand and value

Link a substantial portion of overall compensation to highly impactful short-term and long-term measures of performance that incentivize our executives to create long-term shareholder value

Do not promote excessive risk taking


38			TRITON

EXECUTIVE COMPENSATION

2021 Performance Highlights

Triton had a remarkable year in 2021, and we achieved exceptional performance as significant pandemic-driven increases in goods consumption drove strong international trade volumes and wide ranging logistical disruptions stimulated additional leasing demand.

Outstanding Operational Performance

Strong Financial Performance

•Achieved 99.6% overall fleet utilization as of year-end

•Invested $3.6 billion in new containers to provide critically needed container capacity to our customers

•Increased average long-term and finance lease remaining durations to over five years

•Won leading share of new container leasing activity for the year due to leading supply capability and reputation for outstanding reliability

•Record profitability driven by substantial increase in leasing revenue and used container disposal prices

•Achieved an annual TSR of 29.5%

•Achieved investment grade credit ratings and transitioned a substantial portion of our balance sheet from secured to unsecured debt

Strategic and Focused Capital Allocation

Triton maintained its focus on nimble but disciplined capital management and delivering significant value to shareholders across evolving market conditions.

•We increased our common share dividend by nearly 14%

•We quickly shifted our investment focus to share repurchases in the latter part of the year as the traditional peak shipping season ended, and repurchased 1.5 million shares in 2021

Our exceptional corporate performance was a key factor in our 2021 Named Executive Officer compensation as we exceeded all maximum financial targets established for the year.

$9.16

Adjusted Earnings

Per Share

31.5%

Growth in Revenue

Earning Assets

$1,476

Cash Flow Before Capital

Expenditures


TOTAL SHAREHOLDER RETURN


STRONG TRACK RECORD OF RETURNING CAPITAL TO SHAREHOLDERS


2022 Proxy Statement			39

EXECUTIVE COMPENSATION

Reflecting our strong financial performance over time, the chart below shows the value of a $100 investment in Triton stock over a five-year period beginning December 31, 2016, assuming all dividends were reinvested. We have compared our performance to the ~~Company and allow~~peer group we use to measure relative TSR under our performance-based restricted share awards as described under “Long-Term Equity Incentive Compensation,” using the ~~Company to recruit and retain high quality individuals. In addition, we seek to structure our compensation plans so~~peer group companies 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~~were publicly traded as of ~~overall compensation to short-term and long-term measures of performance to motivate our senior executives and align their interests with those of our shareholders.~~

We believe that our compensation policies and practices do not promote excessive risk taking and therefore are not reasonably likely to have a material adverse effect on the Company. As described above under “Risk Management”, the Board of Directors has oversight responsibility with respect to risk management. The Compensation Committee oversees our compensation and employee benefit plans and practices, including our executive compensation program and equity-based long term incentive grant plan, and in doing so, reviews each annually to see that they do not encourage excessive risk taking. We believe that our compensation practices, which link a substantial portion of executive pay to Company performance through our annual and long term incentive plans, and require executives to meet minimum share ownership requirements, mitigate risk taking. We also have a policy prohibiting employees from engaging in speculative transactions involving our Common Shares, including hedging or pledging transactions. For additional information on these policies, see “Anti-Hedging and Anti-Pledging Policy” below.

December 31, 2021.


COMPARISON OF 5-YEAR CUMULATIVE TSR

Consideration of Say-On-Pay Vote

Our shareholders are being provided with an opportunity at the Annual Meeting to cast an advisory vote on the 2017 compensation of our Named Executive Officers. At our 2017 annual meeting of shareholders, 99.3% of votes cast were in support of the 2016 compensation of our Named Executive Officers. Although the outcome of such vote will not be binding on us, we value the input from our shareholders on our executive compensation programs and expect to seek input from our shareholders to understand their views with respect to our approach to executive compensation.

~~Compensation in the Initial Post-Merger Period~~

In connection with the Merger, the Compensation Committee reviewed the compensation practices of TCIL and TAL and the level of executive compensation at selected peer companies. Based on this review, in September 2016 the Compensation Committee adjusted the overall compensation of a select group of senior management including the Named Executive Officers. The adjustments included an increase in base salary and share grants under the then newly established 2016 Equity Incentive Plan. The new base salaries and share grants were intended to represent the new compensation levels for both the post-Merger period in 2016 and the full year of 2017. Accordingly, no changes were made to the Named Executive Officers’ base salaries in 2017, nor were they awarded any additional share grants in 2017, with the exception of a supplemental grant made to John O’Callaghan, as described below in the Grant of Plan Based Awards Table for 2017. The Named Executive Officers were generally not awarded any additional share grants until February 2018 as part of the 2018 executive compensation program.

~~TABLE OF CONTENTS~~

~~Elements of Our Executive Compensation Programs~~

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

~~Incentive Type~~	~~Element~~	~~Objectives~~	~~Key features~~
~~Fixed~~			~~Base salary~~	~~Ensure competitive salaries~~Our shareholders are being provided with an opportunity at the Annual Meeting to ~~attract and retain key executives~~	~~Base salaries are established to~~cast an advisory vote on the 2021 compensation of our Named Executive Officers. Although the outcome of the vote will not be ~~commensurate with~~binding on us, we value the ~~Executive’s~~input from our shareholders on our executive compensation program. At our 2021 annual general meeting of shareholders, 96% of votes cast were in support of the 2020 compensation of our Named Executive Officers. We believe that the high level of ~~knowledge~~support for the say-on-pay vote indicates support for our program. The Compensation and ~~expertise,~~Talent Management Committee (referred to in this section as the “Compensation Committee”) regularly reviews and ~~consistent with other Executives in similar roles. Base salaries are reviewed annually~~
~~Performance Based~~	~~Annual cash-based incentive~~refines our executive compensation	~~Reward executives for annual Company and individual performance~~	~~Annual cash award targets are established~~ program to reflect the executive’s ability to impact the performance of the Company. Annual award payouts are based 50% on Company performance and 50% on individual performance. The annual incentive program is designed to payout above or below target levels depending on actual performance achieved compared to target performance.
~~Performance Based~~	~~Long-term incentive compensation~~	~~Align~~ensure it remains competitive, supports strategic objectives, appropriately aligns executive and shareholder interests ~~by linking long-term compensation with shareholder value creation~~and rewards performance. As part of this review, the Compensation Committee decided to make changes to our annual incentive and equity incentive programs for 2022 as described later in this Compensation Discussion and Analysis.	~~Annual equity-linked awards are established to reflect the ability~~ 96% of ~~the individual to impact the long-term value~~votes in favor of the Company. To date, the Company has used restricted share grants for the long-term incentive program. Restricted share grants have included three year cliff vesting, with 50% of the shares vesting based on time-only and 50% also subject to variability based on the Company’s total shareholder return ranking relative to an identified group of peer companies. Say-on-Pay Proposal in 2021

~~Executive~~

Our Compensation Best Practices



What We Do					What We Don’t Do

☑			Link a substantial portion of executive pay to Company performance through our annual and long-term incentive plans Compare executive compensation and Company performance against a relevant group of peer companies Require executives and directors to meet meaningful share ownership requirements Subject equity and annual incentive compensation to a clawback policy Provide only limited perquisites Hold an annual “Say-on-Pay” vote Use an independent compensation consultant	☒		We do not provide single-trigger change-in-control provisions

☑	~~Compare executive compensation and Company performance to relevant peer group companies~~	☒	We do not implement pay policies or practices that pose material adverse risk to the Company

☑	~~Require executives to meet minimum share ownership requirements~~	☒	We do not allow any hedging or pledging of equity holdings by executives or directors

☑	~~Provide only limited perquisites~~	☒	We do not provide tax gross-ups

☑	~~Hold an annual “Say-on-Pay” vote~~	☒	We do not pay dividends on unvested share awards; dividends are accrued and paid only if the underlying share awards vest We do not guarantee the payment of bonuses


40			TRITON

EXECUTIVE COMPENSATION

Principal Elements of 2021 Executive Compensation

Overview

The following table shows how the mix of 2021 target total compensation for our CEO and our other Named Executive Officers was allocated among base salary, annual cash incentive awards, time-based restricted shares and performance-based restricted shares, summarizes the purpose and performance period for each pay element and lists the performance metrics for the annual and long-term incentives. Each of these elements is described in more detail below in this “Compensation Discussion and Analysis.”

Pay Element

Purpose

Performance

Period

Performance

Metrics/Link

CEO

Other NEOs

Fixed

Base salary

22%

39%

•Attract and retain talent

Annual

•Subject to annual adjustment based on market data, job responsibilities and individual performance

Performance-based/At-risk

78%

61%

Annual cash incentive

22%

23%

•Incentivize achievement of annual financial and operational/ strategic objectives

Annual

•Adjusted EPS

•Cash Flow Before Capital Expenditures [NEW]

•Growth in Revenue Earning Assets

Time-based restricted shares

28%

19%

•Facilitate stock ownership

•Promote executive retention

•Align shareholder and management interests

Three-Year
Cliff Vest

•Stock price appreciation

Performance-based restricted shares

28%

19%

•Reward long-term performance, including relative to peers

•Promote executive retention

•Align management and shareholder interests

Three-Year
Cliff Vest

•Relative total shareholder return (‘‘TSR’’)

•Adjusted Return on Equity [NEW]


2022 Proxy Statement			41

EXECUTIVE COMPENSATION

~~TABLE OF CONTENTS~~

Base Salary

~~DETAILED COMPENSATION DISCUSSION AND ANALYSIS~~

~~Roles and Responsibilities~~

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

The following is ~~comprised~~a summary of ~~three independent directors: Claude Germain (Chair), David Coulter~~our Named Executive Officers’ base salaries for 2021. Each of our NEOs received a base salary increase in 2021 to reflect their level of responsibility and ~~John Hextall.~~continued strong performance, as well as to address pay competitiveness:


Name	2021 Base Salary		2020 Base Salary		Increase to Base Salary
Brian M. Sondey	$	975,000	$	950,000	2.6	%
John Burns	$	495,000	$	475,000	4.2	%
John F. O’Callaghan(1)	$	491,373	$	475,650	3.3	%
Kevin Valentine	$	400,000	$	385,000	3.9	%
Carla Heiss	$	420,000	$	400,000	5.0	%

(1)Mr. O’Callaghan’s 2021 and 2020 Base Salary amounts shown in the table use a conversion rate of USD 1.331 to GBP 1.0 and USD 1.334 to GBP 1.0, respectively. In ~~accordance with its written charter,~~GBP, the increase to his Base Salary was 3.5%.

Annual Incentive Program

We design our annual cash-based incentive program in order to incentivize our Named Executive Officers to achieve annual financial and strategic priorities.

2021 Annual Incentive Plan Target Levels

The Compensation Committee established a 2021 annual incentive plan that covered all Triton executives, including our Named Executive Officers. The Compensation Committee establishes the target incentive compensation amounts and incentive compensation ranges at the beginning of each year. Target incentive opportunities are set at levels considered appropriate for the job function and skills of each individual and to reflect the individual’s ability to impact Company performance. Target incentive opportunities are also evaluated relative to peer group levels. For 2021, annual incentive compensation targets and ranges, expressed as a percentage of base salary, were established as set forth in the table below.

2021 Annual Incentive Award Opportunity for Named Executive Officers


Name	Target (% of Salary)	Range (% of Salary)
Brian M. Sondey	100	0 - 200
John Burns	60	0 - 120
John F. O’Callaghan	60	0 - 120
Kevin Valentine	60	0 - 120
Carla Heiss	60	0 - 120



Looking Ahead

For 2022, in order to increase the percentage of NEO compensation that is at risk and subject to performance and to move closer to the peer group median, the Committee increased the target annual incentive award opportunity for all NEOs other than the CEO from 60% to 70% of base salary.

Payout calculations under the 2021 annual incentive plan were based 50% on Triton’s 2021 consolidated financial performance and 50% on individual performance. Actual payouts under the Company financial performance and individual performance elements of the plan may range from 0% to 200% based on actual performance compared to target goals, and the Compensation Committee ~~is responsible for establishing~~could also use a subjective assessment of the perceived strength and ~~overseeing our compensation and benefit philosophies, plans and practices, including our executive annual base compensation amounts,~~contributions of each of the NEOs to increase or decrease the calculated payout levels. All annual incentive ~~compensation~~awards earned by our NEOs are subject to our clawback policy.


42			TRITON

EXECUTIVE COMPENSATION

2021 Financial Performance Goals

The Compensation Committee utilized the following financial metrics in 2021 as they incentivize achievement of annual progress toward long-term value creation and are strong indicators of our overall performance:


Performance Metric	Weighting	Rationale
Adjusted EPS	60%	Measures our core profitability and success in achieving profitable growth for our shareholders.
Growth in Revenue Earning Assets	20%	Measures our ability to grow our business and market position in a competitive environment.
Cash Flow Before Capital Expenditures [NEW]	20%	Measures cash flow generated to fund asset growth, dividends, share repurchases and other value-creating opportunities.

GOAL RIGOR AND PROCESS USED FOR GOAL SETTING

In setting the annual incentive plan financial performance goals at the beginning of each year, the Compensation Committee considers the Company’s current performance and financial forecasts under a range of scenarios reflecting potential economic and industry conditions. This approach allows the Committee to calibrate annual targets based on internal and external factors which fluctuate over time, such as global trade levels and macroeconomic conditions. The Compensation Committee sets challenging, but realistic, goals to appropriately drive the achievement of short- and long-term objectives and align pay with performance.

The charts below show our Adjusted EPS and Growth in Revenue Earning Assets targets for each of the past three years and our actual performance against these goals. As we have added Cash flow before capital expenditures to our annual incentive program beginning in 2021, only actual performance is shown for 2019 and ~~equity-based compensation plan.~~

2020.

ADJUSTED EARNINGS

PER SHARE

GROWTH IN REVENUE

EARNING ASSETS

CASH FLOW BEFORE CAPITAL

EXPENDITURES

2021 Performance Against Plan Targets

The charts below further set forth the actual results achieved for each of the financial targets established for the 2021 annual incentive plan:


Metric	Threshold	Target	Maximum
Adjusted EPS
Growth in Revenue Earning Assets
Cash Flow Before Capital Expenditures (in millions)


2022 Proxy Statement			43

EXECUTIVE COMPENSATION

2021 Individual Performance Goals

The Compensation Committee evaluates ~~annually~~individual NEO performance based on pre-set strategic business priorities. The individual objectives are intended to be challenging. They can be both qualitative and quantitative, company-wide or relevant to the executive’s business unit or functional areas, and they vary for each executive officer. For 2021, individual performance objectives for the Named Executive Officers included achieving target levels for key operating metrics, such as fleet utilization; achieving critical investment goals such as obtaining a target leasing share and target expected returns for new container investments; progressing identified strategic initiatives to further enhance Triton’s competitive advantages; enhancing Triton’s organization, especially in regard to talent and leadership development; and increasing our corporate focus on ESG initiatives.

The Committee determined that the NEOs made significant progress against several of the ~~Chief~~most important individual objectives set for 2021. Among the key accomplishments influencing the Committee’s decisions on the individual performance portion of the annual incentive awards for 2021 were the following results:

•Reducing long-term earnings volatility by locking in longer lease durations for new and used containers.

•Achieving nearly 100% equipment utilization rate at the end of the year.

•Winning a leading market share of leasing transactions for new containers.

•Driving superior sale profits for used containers.

•Achieving investment grade credit ratings and transitioning our balance sheet toward unsecured debt.

•Developing and implementing several organizational initiatives, including talent development, succession planning and DEI.

•Nimbly managing the Company’s capital allocation strategy through the year, including focusing on aggressive fleet growth in the first half of the year to meet the continued surge in container demand and rapidly pivoting to share repurchases in the second half of the year as major new leasing activity stabilized, all while continuing to attractively refinance existing debt and increasing annual dividends by nearly 14%.

•Continuously maintaining a focus on employee safety, wellness and engagement.

As a result, the payouts under the individual performance goals for the Named Executive Officers ranged from 187.5% to 200%. The Committee did not make any discretionary adjustments to NEO annual incentive amounts in 2021 as a result of the COVID-19 pandemic.

2021 Annual Incentive Payouts

The table below shows the actual payouts under the annual incentive plan for each Named Executive Officer ~~and all other executive officers in light~~for 2021.


	Financial		Individual		2021 Annual Incentive Award		Total Payout as a % of Target
	Performance	Weighting	Performance	Weighting
Brian M. Sondey	200%	50%	200%	50%	$	1,950,000	200%
John Burns	200%	50%	190%	50%	$	579,150	195%
John F. O’Callaghan	200%	50%	200%	50%	$	589,648	200%
Kevin Valentine	200%	50%	200%	50%	$	480,000	200%
Carla Heiss	200%	50%	175%	50%	$	472,500	187.5%



2022 Annual Incentive Plan Design Change

For 2022, in order to better align with market practice, the Compensation Committee has increased the weighting of the financial performance portion of our CEO’s and CFO’s annual incentive from 50% to 75%, and from 50% to 65% for our other NEOs.

Long-Term Equity Incentive Compensation

We utilize long-term equity-based compensation for key employees, including our Named Executive Officers, to align their compensation with the growth of long-term value for our shareholders, to motivate them to achieve long-range goals and ~~objectives of the Company’s executive~~as a retention tool. The Compensation Committee administers our long-term equity compensation plans and ~~either alone or together with~~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 ~~independent directors (as directed~~terms, conditions, performance criteria and restrictions on the awards. Long-term incentive awards earned by our Named Executive Officers are subject to our clawback policy.

In determining the value of awards granted to the Named Executive Officers, the Compensation Committee considers individual performance, the contributions of each executive officer to the Company’s success, each executive officer’s relative experience and future leadership potential and how the executive officer’s total and long-term equity-linked compensation compare to levels at our peer group companies.


44			TRITON

EXECUTIVE COMPENSATION

In 2021, the Company utilized a mix of time-based and performance-based restricted share awards under our equity incentive program, as set forth below.


Award Type	Vesting Period	Mix of Long-Term Incentive Grant Value
Time-based Restricted Shares	Three-Year Cliff Vest	50%
Performance-based Restricted Shares	Three-Year Cliff Vest	50%

Awards will pay out in Triton common shares, plus dividends accrued over the vesting period on earned shares.

2021 Performance-Based Restricted Shares Performance Metrics and Weighting

For performance-based share awards granted in 2021, the level of vesting will be contingent on the Company’s TSR performance over the three-year performance period relative to a selected peer group and the achievement of specified Adjusted Return on Equity targets over the performance period.



Changes Made to Performance-Based Restricted Shares in 2021 •Added a second performance metric. Prior to 2021, relative TSR had been the sole metric used for purposes of our performance-based restricted share awards. Beginning in 2021, Adjusted Return on Equity was added as a second performance metric as the Compensation Committee considered that it would serve as a complementary metric to relative TSR as an important measure of long-term value creation and to more closely align with broader market practice. •Increased the difficulty of earning a maximum payout. Prior to 2021, maximum vesting was aligned with TSR performance in the top third of the peer group. Beginning in 2021, maximum payout on the relative TSR component was increased to at or above the 75th percentile of the peer group. Additionally, the payout formula was adjusted so that relative TSR performance between minimum and target levels and between target and maximum levels is determined by linear interpolation between the relevant payout percentages.

The table below describes the performance measures and weightings from the 2021 performance-based restricted share awards and how those measures align with our strategy.


Performance-Based Restricted Shares Metric	Weighting	Rationale
Relative Total Shareholder Return	50%	Measures relative long-term shareholder value creation and performance versus peers.
Adjusted Return on Equity [NEW]	50%	Measures how efficiently management uses investors’ capital to generate profits.

At the end of the performance cycle, the number of shares actually earned may range from 50% to 150% of the target number of performance-based shares granted based on actual performance against the established metrics.

The peer companies used for purposes of the relative TSR component of the 2021 performance-based share awards are shown below. The relative TSR peer group is substantially similar to the peer group used by the ~~Board)~~Compensation Committee to assess market-based compensation for Named Executive Officers for 2021 as shown under “Competitive Market Positioning,” except that Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), ~~determines~~the Company’s publicly traded container leasing peers, were included in the relative TSR peer group and ~~approves~~CIT Group Inc. was excluded due to the ~~Chief Executive Officer’s~~announcement of its impending merger. As CAI was also acquired in 2021 and is no longer publicly traded, it has been removed from the TSR peer group for all performance-based share awards.



•Air Lease Corp. •Air Transport Services Group •Atlas Air Worldwide Holdings •CubeSmart •Forward Air Corporation	•GATX Corporation •H&E Equipment Services, Inc. •Herc Holdings Inc. •Hub Group, Inc. •Life Storage Inc.	•Matson, Inc. •McGrath RentCorp. •Textainer Group Holdings(1) •WillScot Mobile Mini Inc. •Werner Enterprises, Inc.

(1)For purposes of the TSR calculation, Textainer will be included on the list three times as it is a direct competitor of the Company and provides a common basis for comparison.


2022 Proxy Statement			45

EXECUTIVE COMPENSATION

Although we have not prospectively disclosed the Adjusted Return on Equity targets for the performance-based restricted share awards, we intend to disclose them retrospectively, along with results, at the end of the performance cycle. Revealing specific targets prospectively would provide competitors and other ~~executive officers’ compensation levels based~~third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging, and there is no guarantee that any shares will be earned or that grants will pay out at or above target.

The following table lists the restricted share grants made to the Named Executive Officers in 2021 and the range of shares that may be earned at the completion of the three-year performance cycle:


			Performance-Based (#)
Name	Vesting Date	Time-Based (#)	Minimum	Target	Maximum
Brian M. Sondey	January 10, 2024	27,572	13,786	27,571	41,357
John Burns	January 10, 2024	5,462	2,731	5,461	8,192
John F. O’Callaghan	January 10, 2024	5,037	2,519	5,037	7,556
Kevin Valentine	January 10, 2024	5,302	2,651	5,302	7,953
Carla Heiss	January 10, 2024	4,666	2,333	4,666	6,999

Performance-Based Restricted Shares Vested in 2021

The following table shows the performance-based and time-based equity awards granted in 2018 with a 2018-2020 performance cycle that vested in January 2021 for our NEOs. Based on the Company’s three-year relative TSR, the performance-based awards vested at 150% of target. Amounts shown below are included in the Options Exercised and Stock Vested Table in this ~~evaluation.~~ proxy statement:


	Time-Based Awards			Performance-Based Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Brian M. Sondey	27,337	$	1,326,118	41,004	$	1,989,104
John Burns	6,053	$	293,631	9,080	$	440,471
John F. O’Callaghan	5,207	$	252,592	7,811	$	378,912
Kevin Valentine	4,882	$	236,826	7,322	$	355,190
Carla Heiss	—	$	—	—	$	—



2022 Long-Term Incentive Program Design Changes

For 2022, to further strengthen the link between pay and performance and alignment with shareholders, the Compensation Committee has increased the weighting of performance-based awards for the NEOs from 50% to 60%. Additionally, the maximum payout level for the performance-based awards granted to the NEOs in 2022 has been increased to 200%.


46			TRITON

EXECUTIVE COMPENSATION

Our Compensation Determination Process

Overview of Timeline and Process

The Compensation Committee ~~has~~structures the ~~authority under its charter~~timing and process for determining NEO compensation so that compensation is aligned with Triton’s financial performance, competitive practices and individual contributions to ~~retain~~achieving our strategic and organizational priorities.

Set Targets

January – February

Monitor and Evaluate

March – December

•Approve annual targets and objectives for annual incentive plan based on rigorous review of financial targets and strategic and organizational objectives for the year.

•Establish grant levels and set performance targets for long-term equity incentive awards.

•Review compensation-related disclosures for proxy statement.

•Review year-to-date performance relative to targets and objectives.

•Review results of say-on-pay vote.

•Review peer group used to benchmark executive compensation and Company performance.

•Review Committee charter, self-assessment and work plan for the current and following year.

•Review compensation benchmarking analysis, market compensation trends and other data, including best practice recommendations and other reports from the Committee’s compensation consultant.

Review and Approve

December

•Review year-end financial and individual performance with reference to goals set for the year.

•Determine and approve annual incentive award amounts for CEO and NEOs based on performance assessment.

•Establish NEO target compensation for the upcoming year based on market data, responsibilities, performance, executive compensation history and other factors.


2022 Proxy Statement			47

EXECUTIVE COMPENSATION

Roles and Responsibilities

We believe that a collaborative process best ensures that compensation ~~consultants to assist it in setting executive compensation.~~

~~In establishing annual~~decisions reflect the principles of our executive compensation program. Set forth below is a summary of the roles and responsibilities of the key participants that were involved in making decisions relating to the compensation of our Named Executive Officers in 2021.


Responsible Party			Roles and Responsibilities
Compensation Committee			•Reviews the Company’s general compensation philosophy and the design, development and implementation of the Company’s executive compensation program, including associated risks. •Approves annual performance goals and objectives for the CEO and NEOs. •Annually evaluates the performance of the CEO in consultation with the full Board in light of the goals and objectives established by the Committee. Reviews the annual performance evaluations of the other NEOs. •Approves (either as a Committee or together with the other independent directors, as directed by the Board), the CEO’s compensation level (including the individual components of compensation). Approves the compensation of our other NEOs. •Approves any changes to our executive compensation peer group. •Pursuant to its charter, is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Committee annually assesses the independence of its compensation consultant.
CEO (assisted by other members of Triton’s management team)			•Provides performance evaluations and compensation recommendations for the other NEOs. •Provides input and recommendations to the Committee regarding the performance goals and targets for our annual and equity incentive programs for consideration by the Committee. The Committee retains full discretion in making compensation decisions. •The CEO is not present during the deliberations on his pay.
Independent Compensation Consultant (Meridian Partners LLC)			•Provides the Committee with information, analysis and objective advice regarding our executive compensation program, including: •advice and recommendations regarding the composition of the executive compensation peer group; •expert knowledge of market trends and best practices relating to executive compensation; and •analysis of each element of and total target direct compensation for each of the NEOs relative to the executive compensation peer group
Board of Directors/Independent Directors			•Full Board participates with the Committee in the annual evaluation of the CEO •If directed by the Board, independent directors approve the compensation of the CEO together with the Committee.

During 2021, the Committee was assisted by its independent compensation consultant, Meridian Partners LLC (“Meridian”). Other than the support that it provided to the Committee, Meridian provided no other services to the Company or Triton management. During the year, the Committee considered the independence of Meridian based on the relevant regulations of the Securities and Exchange Commission and the NYSE listing standards and concluded that the services performed by Meridian did not raise any conflicts of interest.


48			TRITON

EXECUTIVE COMPENSATION

Competitive Market Positioning

The Compensation Committee ~~utilizes the following:~~

~~executive compensation history;~~

~~comparable company performance and compensation; and~~

~~executive and Company performance relative to established targets.~~

~~Benchmarking~~

In 2016, in advance of the Merger of TCIL and TAL, an ad hoc committee of TCIL and TAL directors engaged Mercer to review the compensation practices of TCIL and TAL and the level of executive compensation at selected peer companies. As part of this review, the ad-hoc committee and Mercer assessed the overall target and actual compensationannually assesses NEO pay levels and ~~analyzed the~~ mix of ~~base salary, annual incentive~~ compensation ~~and long-term and equity-linked compensation~~compared to a select group of ~~the named executive officers at the selected~~relevant peer companies. The Compensation Committee ~~did~~does not specifically link the target or actual compensation levels of our Named Executive Officers to those at the selected peer companies, but rather ~~used~~uses the peer analysis as a point of reference when determining appropriate overall compensation levels and mix of compensation for our Named Executive Officers. ~~Mercer also provided survey information about overall compensation and the mix of compensation at a wider range of businesses.~~ The Compensation Committee ~~used this survey data as an additional point of reference. This information was updated in 2017 through an internal benchmarking exercise utilizing~~retains the ~~same group of peer companies. The 2017 update indicated~~flexibility to set compensation levels at, above or below the ~~total direct compensation (i.e., base salary plus target annual bonus plus long term incentive compensation) for the CEO and all of our other Named Executive Officers was below both the mean and~~ median of the ~~selected~~ peer ~~group.~~

company group in its reasonable discretion taking into account factors such as executive performance, tenure, market conditions, job responsibilities, experience, skill sets and actual or potential contributions to Triton. In addition, actual compensation earned in any year may be at, above, or below the median depending on the individual's and Triton's performance for the year.

The peer group companies used by ~~Mercer~~the Compensation Committee in the ~~2016 benchmarking survey and by the Company in its 2017 survey~~2021 review were:

•	~~Aircastle Limited~~	•	~~Hub Group~~

•Air Lease Corp. •Air Transport Services Group Inc. •Atlas Air Worldwide Holdings •CIT Group Inc. •Cubesmart			~~Airlease~~		•	~~Matson~~
•	Forward Air Corporation	•GATX Corporation	~~Mobile Mini~~
•	~~GATX~~	•	~~United Rentals~~
•	H&E Equipment Services, Inc. •Herc Holdings Inc. •Hub Group, Inc.	•LifeStorage Inc.		•Matson, Inc. •McGrath RentCorp. •Werner Enterprises, Inc. •WillScot Mobile Mini Inc.

~~Mercer selected companies for use~~As the Company has few direct publicly traded competitors, the Compensation Committee, in ~~the peer group~~consultation with its independent compensation consultant, selects companies that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, ~~and~~ freight forwarding, trucking, storage leasing and specialty finance that are ~~similar~~comparable to Triton in terms of ~~revenue, asset size and~~revenues, market capitalization ~~(in millions).~~and asset size. The Company’s two public container leasing company peers, Textainer ~~Group Holdings Limited (“Textainer”)~~ and CAI, ~~International, Inc. (“CAI”),~~ were excluded from the ~~pay~~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 ~~F-20;~~20-F; accordingly, the compensation details provided are not specific enough to be used in the peer group analysis. ~~CAI’s~~

~~TABLE OF CONTENTS~~

~~The following table lists the restricted share grants outstanding for the Named Executive Officers as of December 31, 2017:~~

~~Summary of the Named Executive Officers’ Outstanding Share Grants~~

Time Based
Time and Performance Based
Name
Vesting Date
Minimum
Target
Maximum
Brian M. Sondey
January 1, 2019⁽¹⁾
31,000
N/A
N/A
N/A
September 6, 2019⁽³⁾
74,212
55,659
74,212
92,765
John Burns
January 1, 2019⁽¹⁾
10,500
N/A
N/A
N/A
September 6, 2019⁽³⁾
20,872
15,654
20,872
26,090
Simon Vernon
January 1, 2019⁽²⁾
16,522
N/A
N/A
N/A
September 6, 2019⁽³⁾
37,106
27,830
37,106
46,383
John F. O'Callaghan
January 1, 2019⁽²⁾
16,522
N/A
N/A
N/A
September 6, 2019⁽³⁾
10,204
7,653
10,204
12,755
January 1, 2020⁽³⁾
4,091
3,068
4,090
5,113
Kevin Valentine
January 1, 2019⁽¹⁾
8,500
N/A
N/A
N/A
September 6, 2019⁽³⁾
15,770
11,828
15,770
19,713

~~(1)~~

~~Granted under the 2014 TAL International Group Inc. Equity Incentive Plan.~~

~~(2)~~

~~Granted under the 2016 Triton Container International Limited Share Plan.~~

~~(3)~~

~~Granted under the Triton International Limited 2016 Equity Incentive Plan.~~

~~2018 Target Compensation~~

For 2018, the Compensation Committee established new target compensation levels under our executive compensation programs for the Chief Executive Officer and the Chief Financial Officer as summarized in the table below. Actual amounts paid in respect of 2018 may differ from the target amounts shown due to above or below target level payouts under the annual cash-based incentive plan and the long-term equity compensation plan.

Named Executive Officer
2018 Base Salary
2018 Annual Cash-Based Incentive Target
2018 Share Grant Value on Grant Date
2018 Total Target Compensation
Brian M. Sondey
$900,000
$900,000
$2,100,000
$3,900,000
John Burns
$440,000
$264,000
$465,000
$1,169,000

Employee Benefits

We provide health and welfare benefits to our employees, ~~generally,~~ 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 ~~Messrs. Vernon and~~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. All of our Named Executive Officers also receive a car allowance.~~

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.

~~Change~~

Personal Benefits

Consistent with our pay-for-performance philosophy, we provide limited executive perquisites. See the “All Other Compensation” column of ~~Control~~

~~Unvested share grants do not vest solely upon~~the Summary Compensation Table and the notes to the table on page 53 of this proxy statement for a ~~Change in Control (as defined in~~description of the ~~2016 Equity Incentive Plan). All of our unvested restricted Common Shares provide that~~perquisites provided to the awards shall vest (with any applicable performance conditions deemed to be fully achieved) if, within two years following a Change in Control, the recipient experiences a qualifying termination of employment. Otherwise, we have no individual change of control agreements with any of our Named Executive Officers.


2022 Proxy Statement			49

EXECUTIVE COMPENSATION

~~TABLE OF CONTENTS~~

Employment Agreement with Mr. Sondey

In November 2004, TAL International Group, Inc. entered into an employment agreement with Mr. Sondey in order to retain Mr. Sondey’s services as TAL’s Chief Executive Officer. The employment agreement was assumed by the Company in connection with the closing of the ~~Merger.~~merger of Triton and TAL in July 2016. The employment agreement ~~currently provides~~provided 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 ~~2017~~2021 was ~~$800,000~~$975,000 and under the terms of the employment agreement, is increased annually to reflect his performance and increases in the consumer price index. Mr. Sondey iswas also entitled to certain perquisites, as well as other benefits that are provided to other employees, which include health and disability insurance and paid ~~vacations.~~vacation time. Mr. Sondey iswas entitled to severance pay if his employment iswas terminated by us without cause (as defined in the employment agreement), if he ~~terminates~~terminated his employment for good reason (as defined in the employment agreement) or if he ~~dies~~died or ~~becomes~~became disabled. Upon a termination without cause or for good reason, Mr. Sondey iswas entitled to severance pay equal to his base salary and incentive compensation for 18 months. Upon a termination due to death or disability, Mr. Sondey iswas entitled to severance pay equal to his base salary and incentive compensation for one year plus a pro-rated portion of the bonus (based on the 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~~would be restricted from competing with us for a period of one year following such termination.

~~Non-Compete Agreements~~

~~We have not~~

In February 2022, in connection with the adoption of the new Executive Severance Plan described below and reflecting the broader market practice of moving away from executive employment agreements, the Company and Mr. Sondey entered into a letter agreement mutually terminating his employment ~~agreements with any~~agreement. Following the termination of the employment agreement, Mr. Sondey remains employed as our CEO on an at-will basis. Additionally, Mr. Sondey will participate in the Company’s newly adopted Executive Severance Plan, as described further below.

Change in Control Provisions

Unvested restricted share awards do not vest solely upon a Change in Control (as defined in the 2016 Equity Incentive Plan). All of our ~~other Named~~unvested restricted share awards outstanding under the 2016 Equity Incentive Plan are “double-trigger” in nature, meaning that the awards will vest (with any applicable performance conditions deemed to be fully achieved) if, within two years following a Change in Control, the recipient experiences a qualifying termination of employment. Additionally, our Executive ~~Officers. However,~~Severance Plan contains a "double trigger" requirement for the payment of severance benefits in connection with a change in control of the Company.

Non-Compete Agreements

For 2021, all of our Named Executive Officers ~~are~~were bound by non-compete agreements which ~~provide~~provided that upon the termination of a Named Executive ~~Officer's~~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~~one-year period following such termination, unless such termination is for ~~cause,~~“cause,” the Named Executive Officer ~~will be~~was restricted from competing with us for a period of one year following such termination. Under the non-compete agreements, our Named Executive Officers ~~are~~were also prohibited from disclosing any of our confidential information.

~~Executive Severance Plans~~

~~Prior~~

In connection with becoming eligible to participate in the closing of the Merger, TCIL and TAL each adopted executive severance plans in an effort to retain and keep executives motivated through the merger and post-merger integration processes. The TCIL Senior Executive Separation Plan was terminated on March 16, 2018. The TALnew Executive Severance Plan ~~expired on July 12, 2017. Following~~described below, the ~~termination~~non-compete agreements were superseded and ~~expiration, respectively, of~~replaced with protective covenants that participants, including our Named Executive Officers, are required to agree to as a condition to participating in the ~~TCIL Senior Executive Separation Plan and the TAL~~ Executive Severance Plan.

Employee Severance Plan ~~the~~

For 2021, our Named Executive Officers (other than ~~Messrs.~~Mr. Sondey) ~~are eligible to participate~~participated in the ~~TCIL~~ Employee Severance ~~Plan.~~

~~TCIL Senior Executive Separation Plan~~

~~In 2011, TCIL adopted the Triton Container International Limited Senior Executive Separation~~ Plan, ~~(the “TCIL Separation Plan”) in~~ which ~~Messrs. Vernon and O’Callaghan were~~provided benefits to all eligible ~~to participate prior to its termination on March 16, 2018.~~

~~Participants in the TCIL Separation Plan were eligible to receive certain severance benefits~~employees upon a termination of employment by the Company without ~~cause~~“cause” or by the participant for ~~good reason~~“good reason” (each as defined in the TCIL Separation Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment. These severance benefits consisted of: (1) four weeks of severance for each full year of service that the participant had with the Company (up to a maximum of 104 weeks); (2) an annual bonus based on actual performance for the year in which the termination of employment occurred, prorated based on the period of the participant’s active employment for such year; (3) Company-provided outplacement services (up to a maximum cost of $25,000); and (4) continued provision by the Company of medical, dental, vision, prescription drug, life insurance and long-term disability benefits for a period of up to 12 months (or, if earlier, until the date on which the participant becomes eligible for substantially similar benefits under another employer-provided plan).

~~TAL Executive Severance Plan~~

In 2015, in connection with the Merger, TAL adopted the TAL International Group, Inc. Executive Severance Plan (the “TAL Executive Severance Plan”) in which Messrs. Burns and Valentine (but not Mr. Sondey, whose

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~~severance is governed by the terms of his employment agreement, as described above) were eligible to participate prior to its expiration on July 12, 2017 (the first anniversary of the Merger).~~

Under the terms of the TAL Executive Severance Plan, if a participant was involuntarily terminated for performance reasons, and provided that such termination was not the result of willful misconduct or gross negligence and was not for cause, the participant would have received the following severance payments (the “Category One Severance Payments”): (i) one week of base salary for one but less than five years of service; (ii) two weeks of base salary for five but less than ten years of service; and (iii) three weeks of base salary for ten or more years of service.

The TAL Executive Severance Plan further provided that, if a participant’s employment was either (A) involuntarily terminated by the Company in connection with (i) a workforce reduction due to economic conditions or a decrease in company performance, (ii) a reorganization causing the discontinuance of jobs or resulting in changed job aptitude or skill requirements, (iii) being unable to locate another position after returning from a disability leave of absence because the prior position was filled or eliminated during the leave or (iv) a transfer of job functions to a third party or (B) terminated by the participant for good reason (as defined in the TAL Executive Severance Plan), and provided in each case that the participant did not voluntarily resign or abandon his or her job, the participant did not accept a position within the Company or with a third party to which the Company transfers job functions or sells assets, the participant did not decline an offer of a comparable position with the Company or a third party to which the Company transfers job functions or sells assets, and the termination was not for cause (as defined in the TAL Executive Severance Plan), then the participant would have received a payment equal to eighteen months of base salary and target bonus (the “Category Two Severance Payments”).

Severance payments under the TAL Executive Severance Plan were made in a lump sum within forty-five days of the participant’s termination date, subject to the participant’s prior execution of a waiver and release of claims. The TAL Executive Severance Plan did not provide for any tax gross-up payments.

~~TCIL Employee Severance Plan~~

In 2015, TCIL adopted the Triton Container International, Incorporated of North America Employee Severance Plan (the “TCIL Employee Severance Plan”) in which the Named Executive Officers (other than Mr. Sondey, whose severance is governed by the terms of his employment agreement, as described above) became eligible to participate in following the termination and expiration, respectively, of the TCIL Separation Plan and the TAL Executive Severance Plan.

Participants in the TCIL Employee Severance Plan were eligible to receive certain severance benefits upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the TCIL 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) two weeks of severance for each full year of service that the participant had with the Company (but no less than 12 weeks and no more than 52 weeks); (2) a pro-rated target bonus for the year in which the termination of employment occurs; (3) Company-provided outplacement services for 6 months; and (4) payment by the Company 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).

In March 2018, the Company adopted the Amended and Restated TCIL 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 Amended and Restated TCIL Employee Severance Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment. These severance benefits consistconsisted of: (1) for those employees with less than 3 completed years of service, a base amount of 4 weeks of pay plus 1 additional week of pay for each completed year of service, and for those employees with 3 or more completed years of service, a base amount of 8 weeks of pay plus 1 additional week of pay for each completed year of service, with a maximum award of 32 weeks of pay; (2) Company-provided outplacement services; and (3) payment by the Company of the Company portion of COBRA premiums for ~~Company-sponsored~~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 ~~Amended and Restated TCIL~~ Employee Severance Plan, a week of pay is calculated by dividing the eligible employee’s annual base salary plus bonus target by 52.

Following the adoption of the Executive Severance Plan described below, Named Executive Officers will no longer be eligible to participate in the Employee Severance Plan and will participate in the Executive Severance Plan.


50			TRITON

EXECUTIVE COMPENSATION

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~~TAL~~ Executive ~~Retention~~Severance Plan

~~In 2015, in connection~~

To enhance recruitment and retention of senior executive talent, align with market practice and standardize and streamline the ~~Merger of TCIL and TAL, TAL~~severance arrangements for our senior management team, we have adopted the ~~TAL~~Triton International ~~Group, Inc.~~Limited Executive ~~Retention Bonus~~Severance Plan ~~(the “TAL~~effective as of February 9, 2022. Under the Executive ~~Retention Bonus Plan”), which provided for a retention bonus equal~~Severance Plan, subject to ~~six months~~the execution of a ~~participant's base salary to vest upon the earliest to occur~~release of ~~(i) the first anniversary~~claims, selected senior management employees of the ~~effective time of~~Company and its subsidiaries, including the ~~closing of~~Named Executive Officers, will be eligible to receive severance payments and benefits in the ~~Merger, provided that~~event the ~~participant remained continuously employed through, and had not tendered~~Company terminates their employment without “cause” or they resign their employment for “good reason,” as defined in the Executive Severance Plan.

Upon a ~~notice of resignation prior to, such date, (ii) the~~ termination of ~~the participant's~~ employment without cause or ~~by the participant~~a resignation for good reason ~~(each~~other than in connection with a change in control, Named Executive Officers would receive the following severance benefits: (i) a payment equal to their base salary in effect at the time of termination, plus their target bonus opportunity for the fiscal year of termination, multiplied by one (1) (or by 1.5 in the case of Mr. Sondey) and (ii) their pro-rated target bonus opportunity for the fiscal year of termination. Named Executive Officers are also entitled to COBRA continuation coverage paid by the Company for 18 months (or, if earlier, until the date on which they become eligible for coverage under another employer-provided plan).

The Executive Severance Plan contains a "double trigger" requirement for the payment of severance benefits in connection with a change in control of the Company. Upon a termination of employment without cause or a resignation for good reason during a “change in control protection period,” as defined in the ~~TAL~~ Executive ~~Retention Bonus Plan), (iii)~~Severance Plan, Named Executive Officers would receive the ~~participant’s death or disability~~following severance benefits: (i) a payment equal to their base salary in effect at the time of termination, plus their target bonus opportunity for the fiscal year of termination, multiplied by 1.5 (or by 2 in the case of Mr. Sondey) and ~~(iv) June 30, 2017, provided~~(ii) their full target bonus opportunity for the fiscal year of termination. Named Executive Officers are also entitled to COBRA continuation coverage paid by the Company for 18 months (or, if earlier, until the date on which they become eligible for coverage under another employer-provided plan).

As a condition to participating in the Executive Severance Plan, participants are required to agree to be subject to certain protective covenants that ~~the participant remained continuously employed through,~~include non-competition, non-solicitation, confidentiality and ~~had not tendered~~non-disparagement covenants. The non-competition and non-solicitation covenants apply for 12-months following a ~~notice~~Named Executive Officer’s termination of ~~resignation prior to, such date.~~employment for any reason. The ~~retention bonus was paid in a lump sum in July 2017. Each of Messrs. Sondey, Burns~~confidentiality and ~~Valentine received a retention bonus pursuant~~non-disparagement covenants apply for an indefinite period.

If any payments to the ~~TAL~~Named Executive ~~Retention Bonus Plan.~~

~~Anti-Hedging~~Officers under the Executive Severance Plan or otherwise would be subject to “golden parachute” excise taxes under the Internal Revenue Code, the payments will be reduced to limit or avoid the excise taxes if and ~~Anti-Pledging Policy~~

~~Hedging and similar monetization transactions by a director or~~to the extent such reduction would produce an ~~executive officer can lead to a misalignment between~~expected better after-tax result for the objectives of that director or executive officer and the objectives of our shareholders. The Company has a policy prohibiting employees, including officers, and directors from engaging in speculative transactions involving Company shares, including purchasing Company shares on margin, pledging Company shares to secure a loan, trading in options on the Company's shares, or short sales of Company shares.

executive.

Compensation Governance

Executive Share Ownership Guidelines

~~In February 2018, the~~

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

~~Named Executive Officer~~
Name	Stock Ownership Target as a Multiple of Salary	~~In Compliance~~ ~~Yes/No~~
Brian M. Sondey	6	~~Yes~~
John Burns	3	~~Yes~~
~~Simon R. Vernon~~ John F. O’Callaghan	3	~~Yes~~ 2
~~John F. O'Callaghan~~ Kevin Valentine	2	~~Yes~~
~~Kevin Valentine~~ Carla Heiss	2	~~Yes~~

Executive officers are expected to meet the guidelines within five years of becoming subject to the guidelines. Attainment of the guidelines is reviewed annually. As of December 31, 2021, all of our Named Executive Officers had met or are on track to meet their required ownership levels within the five-year period. Ownership that counts for the guidelines ~~includes Common Shares,~~includes: common shares owned directly or indirectly, unvested time-based restricted shares or restricted share units ~~unvested, time-based share options or share appreciation rights, unvested performance-based share appreciation rights,~~ and shares or units held by a Named Executive Officer in any deferral plan. For ~~restricted~~performance-based share ~~grants and other grants that are both time-based and performance-based,~~awards, the minimum ~~amount~~number of shares that will be awarded under the grant count towards the ownership guidelines.

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

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


2022 Proxy Statement			51

EXECUTIVE COMPENSATION

Clawback Policy

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

Anti-Hedging and Anti-Pledging Policy

Hedging and 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 of executive officers that a company may deduct for any single taxable year. For 2017, the Company was not subject to this deduction limitation with respect to any of its executive officers due to the way that the Company became publicly-held in connection with the Merger. This blanket exception to the deduction limitation would have remained effective through the date of the annual general meeting of shareholders in 2018 if Section 162(m) had not been amended (see below). Historically, the deduction limitation ~~also~~ did not apply to “qualified ~~performance based~~performance-based compensation” within the meaning of Section 162(m).

On However, on December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”)~~. The Act~~ which made significant changes to Section 162(m) that are generally effective for compensation paid in taxable years beginning after

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December 31, ~~2017, unless transition relief is available (as described below).~~2017. The Act eliminates the historic exception for qualified performance-based ~~compensation.~~compensation, unless the compensation qualifies for certain transition relief. In addition, the Act provides that the deduction limitation will apply ~~to annual compensation paid~~ 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.

~~The Act includes a transition relief rule pursuant to which~~ Despite these limits on the ~~changes to Section 162(m) under the Act, including the elimination~~deductibility of ~~the exception for qualified~~ performance-based compensation, will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. However, because of uncertainties as to the application and interpretation of the transition relief rule, no assurances can be given at this time that any our existing contracts and awards, even if in place on November 2, 2017 and not modified following such date, will meet the requirements of the transition relief rule. While it is the Compensation Committee’s intent to avoid the deduction limitations of Section 162(m) whenever possible in order to compete effectively for executive-level talent, the Compensation Committee ~~has~~believes that shareholder interests are best served if its discretion and flexibility in awarding compensation is not ~~adopted~~restricted, and if a ~~policy requiring that all~~significant portion of our executives’ compensation ~~paid by~~continues to be tied to the ~~Company be tax deductible. Accordingly,~~Company’s performance, even though some compensation ~~paid by the Company~~awards may not be ~~deductible because it exceeds the limitations or other requirements for deductibility under Section 162(m).~~

fully tax deductible.

Compensation ~~Consultant~~

~~Over the last two years, the Company has retained Mercer, a wholly-owned subsidiary of MMC, to provide advice and recommendations to the~~Risk Assessment

The Compensation Committee ~~with respect~~oversees our executive compensation and employee benefit plans and practices, including our annual short-term and equity-based long-term incentive programs, and in doing so, reviews each annually to see that they do not encourage excessive risk taking. We believe that our compensation practices, which link a substantial portion of executive pay to the Company’s ~~executive~~long-term performance, and ~~director compensation programs,~~require executives to meet minimum share ownership requirements, mitigate excessive risk taking. As described above, we also have a policy prohibiting employees from engaging in speculative transactions involving our common shares, including ~~the following:~~

~~Peer group analysis and selection~~hedging or pledging transactions.

~~Share ownership guidelines and best practices~~

~~Disclosure enhancements~~

~~Compensation Committee Interlocks and Insider Participation~~

~~The Board of Directors has established a Compensation Committee, consisting of Messrs. Germain, Coulter and Hextall. No members~~Report of the Compensation and Talent Management Committee are officers, employees or former officers of the Company. No executive officer of the Company served as a member of the compensation committee (or other committee performing equivalent functions) or board of directors of another entity, one of whose executive officers served on the

The Compensation ~~Committee or as a director of the Company.~~

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~~REPORT OF THE COMPENSATION 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.~~

proxy statement.


			~~THE COMPENSATION COMMITTEE~~The Compensation and Talent Management Committee

			Claude Germain, Chair
	~~David A. Coulter~~
	John S. Hextall Robert L. Rosner


52			TRITON

EXECUTIVE COMPENSATION

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~~SUMMARY COMPENSATION TABLE FOR 2017~~

~~In connection with the Merger, the~~Executive Compensation ~~Committee reviewed the compensation practices of TCIL and TAL and the level of executive compensation at selected peer companies. Based on this review, in September 2016 the~~Tables

Summary Compensation Committee adjusted the overall compensation of a select group of senior management, including the Named Executive Officers. The adjustments included an increase in base salary and share grants under the then newly established 2016 Equity Incentive Plan. The new base salaries and share grants were intended to represent the new compensation levels for both the post-Merger period in 2016 and the full year of 2017. Accordingly, no Named Executive Officers were awarded additional share grants in 2017, with the exception of a supplemental grant made to John O’Callaghan. Share grants to the Named Executive Officers were made in 2018, and it is expected that the Named Executive officers will continue to receive annual share grants in future years.

Table

The following table summarizes the compensation of our Named Executive Officers for the fiscal years ended December 31, ~~2017~~2021, 2020 and ~~December 31, 2016.~~

Name and Principal Position
Year
Salary
($)⁽¹⁾
Bonus
($)⁽²⁾
Share Awards
($)^(3)(4)(5)
Non-Equity
Incentive Plan
Compensation
($)⁽⁶⁾
All Other
Compensation
($)⁽⁷⁾
Total
($)
Brian M. Sondey
Chairman, Chief Executive Officer, Director
2017
$
800,000

$
362,500

$
—

$
1,500,000

$
15,988

$
2,678,488

2016
$
361,923

$
—

$
2,159,569

$
850,020

$
4,091

$
3,375,603

John Burns
Chief Financial Officer
2017
$
425,000

$
187,500

$
—

$
427,125

$
15,830

$
1,055,455

2016
$
191,038

$
—

$
607,375

$
226,163

$
5,324

$
1,029,900

Simon R. Vernon⁽⁸⁾
Former President
2017
$
561,288

$
—

$
—

$
982,253

$
31,451

$
1,574,992

2016
$
470,422

$
529,528

$
1,305,806

$
285,472

$
42,710

$
2,633,938

John F. O'Callaghan⁽⁸⁾
Executive Vice President, Global Head of Field Marketing and Operations
2017
$
392,496

$
—

$
195,935

$
412,120

$
41,453

$
1,042,004

2016
$
351,464

$
—

$
522,957

$
227,584

$
33,757

$
1,135,762

Kevin Valentine
Senior Vice President, Triton Container Sales
2017
$
330,000

$
147,500

$
—

$
346,500

$
14,466

$
838,466

2016
$
148,946

$
—

$
458,907

$
186,323

$
3,831

$
798,007

2019.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Share Awards ($)(1)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Brian M. Sondey Chairman and Chief Executive Officer	2021	975,000	—	2,827,182	1,950,000	16,550	5,768,732
	2020	950,000	—	2,384,880	1,624,975	16,040	4,975,895
	2019	930,000	—	2,210,834	841,650	16,403	3,998,887
John Burns Senior Vice President and Chief Financial Officer	2021	495,000	—	560,022	579,150	17,682	1,651,854
	2020	475,000	—	486,798	416,955	21,914	1,400,667
	2019	455,000	—	466,741	226,590	16,006	1,164,337
John F. O’Callaghan(5) Executive Vice President, Global Head of Field Marketing and Operations	2021	491,373	—	516,494	589,648	41,132	1,638,647
	2020	475,650	—	447,465	519,552	24,932	1,467,599
	2019	445,475	—	432,332	221,847	22,927	1,122,581
Kevin Valentine Senior Vice President, Triton Container Sales	2021	400,000	—	543,667	480,000	15,673	1,439,340
	2020	385,000	—	437,650	420,536	15,283	1,258,469
	2019	370,000	—	422,510	217,560	15,131	1,025,201
Carla Heiss Senior Vice President, General Counsel and Secretary	2021	420,000	—	478,452	472,500	14,754	1,385,706
	2020	400,000	—	—	351,120	14,526	765,646
	2019	23,077	330,000	417,196	—	656	770,929

~~(1)~~

Pursuant to SEC guidance, amounts in this column for 2016 for Messrs. Sondey, Burns and Valentine (who were previously Named Executive Officers of TAL) only reflect their salaries paid by the Company for periods after the closing of the Merger of TCIL and TAL. For the full year 2016 (including amounts paid by TAL prior to the closing of the Merger), Mr. Sondey’s salary was $765,769, and his all other compensation was $17,007; Mr. Burns’ salary was $401,038, and his all other compensation was $17,607; and Mr. Valentine’s salary was $314,254, and his all other compensation was $16,355. Pursuant to SEC guidance, amounts for 2016 Messrs. Vernon and O’Callaghan (who were previously executive officers of TCIL) reflect their salaries paid for the full year 2016, including amounts paid by TCIL prior to the closing of the Merger.

~~(2)~~

The amount in this column represents the one-time payment received under the TAL Executive Retention Bonus Plan by Mr. Sondey, Mr. Burns and Mr. Valentine in 2017 and the discretionary bonus that Mr. Vernon received in 2016.

~~(3)~~

~~The Company granted~~(1)The share award values shown in this column represent the grant date fair value of the time-based and performance-based restricted shares to all of the Named Executive Officers in September 2016 which were intended to provide long-term compensation and incentivize performance for both the post-Merger period in 2016 and the full year of 2017.

~~(4)~~

~~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 Common Shares~~ granted by the Company ~~in January 2017 to Mr. O’Callaghan and in September 2016 to all of our Named Executive Officers, in each case as calculated in accordance with FASB ASC 718 - “~~~~Compensation - Stock Compensation”~~~~, as well as the grant date fair value of the TCIL restricted shares granted to Messrs. Vernon and O’Callaghan in July 2016 prior to the closing of~~

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~~the Merger,~~ as calculated in accordance with FASB ASC 718 - “~~Compensation - Stock~~“Compensation-Stock Compensation” (ASC 718). For further discussion regarding the assumptions used in valuing these share awards, please refer to Note 9 toin the 2021 Consolidated Financial Statements in the Company’s Form 10-K filed on February ~~27, 2018. In addition, Messrs. Sondey, Burns and Valentine received~~15, 2022. Dividends are not paid on awards during the ~~following TAL restricted share grants~~vesting period. Actual value to be realized, if any, will depend on the satisfaction of certain pre-established vesting conditions. The awards granted for 2021 are set forth in ~~January 2016 prior to~~ the ~~closing~~“Grants of ~~the Merger: Mr. Sondey: 31,000 TAL restricted shares with a~~Plan-Based Awards Table” on page 54.

(2)The grant date fair value of ~~$337,590 and a value~~the performance-based restricted common shares reported in this column assumes that these awards will be earned at the target level of ~~$473,680 on~~performance. If the ~~July 12, 2016 closing date~~maximum level of performance had been assumed, the ~~Merger; Mr. Burns 10,500 TAL restricted shares with a~~ grant date fair value of ~~$114,345~~the time-based and ~~a value of $160,440 on~~ the July 12, 2016 closing date of the Merger; and Mr. Valentine: 8,500 TAL restricted shares with a grant date fair value of $92,565 and a value of $129,880 on the July 12, 2016 closing date of the Merger. All of the TAL restricted shares and TCILperformance-based restricted shares granted to our Named Executive Officers ~~in 2016 prior~~would have been as follows for 2021: Mr. Sondey: $3,533,990; Mr. Burns: $700,041; Mr. O’Callaghan: $645,643; Mr. Valentine: $679,584; and Ms. Heiss: $598,065.

(3)Cash awards earned under our annual incentive compensation program. All incentive compensation payments to our Named Executive Officers are calculated following the closing of the ~~Merger were converted into restricted Common Shares at the closing~~fiscal year and paid out in January/February of the ~~Merger based on the applicable TAL and TCIL exchange ratios utilized in the Merger. 4,091~~following year.

(4)For 2021, All Other Compensation consisted of the ~~January 2017 restricted Common Share grants to~~following:


Name	Savings Plan Company Match ($)	Other Compensation ($)(1)	Total
Brian M. Sondey	6,000	10,550	16,550
John Burns	6,000	11,682	17,682
John F. O’Callaghan	22,741	18,391	41,132
Kevin Valentine	6,000	9,673	15,673
Carla Heiss	6,000	8,754	14,754

(1)Other compensation includes Company paid car allowances, Company paid life insurance premiums for coverage exceeding $50,000 and Company matching gift donations. In addition, for Mr. O’Callaghan ~~have three year cliff vesting, and~~ the ~~remainder of these grants (4,090 at target; 5,113 at 125% of target) are~~amount also contingent upon meeting certain performance based criteria, as described above in the Compensation Discussion & Analysis. The January 2016 TAL restricted share grants have approximately three year cliff vesting, contingent only upon continued employment. The July 2016 TCIL restricted share grants have approximately two and one-half year cliff vesting, contingent only upon continued employment. 238,868 of the September 2016 restricted Common Share grants have three year cliff vesting, and the remainder of these grants (238,868 at target; 298,589 at 125% of target) are also contingent upon meeting certain performance based criteria, as described above in the Compensation Discussion & Analysis.

~~Information concerning the share awards is shown~~includes club membership fees.

(5)Amounts reported in the table ~~below:~~

for Mr. O’Callaghan were paid in GBP and converted for purposes of this table from GBP to U.S. dollars at an exchange rate of USD 1.331 to GBP 1.0 for 2021, USD 1.334 to GBP 1.0 for 2020, and USD 1.293 to GBP 1.0 for 2019. ~~Grant Date~~	~~Grant Price~~	~~Vesting Date~~
~~January 30, 2017~~	~~$23.95~~	~~January 1, 2020~~
~~September 7, 2016~~	~~$14.55~~	~~September 6, 2019~~
~~July 8, 2016~~	~~$13.68~~	~~January 1, 2019~~
~~January 25, 2016~~	~~$10.89~~	~~January 1, 2019~~

	~~(5)~~	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 vested Common Shares granted and the performance-based restricted Common Shares granted to our Named Executive Officers would have been as follows: In 2017, Mr. O’Callaghan: $220,436. In 2016, Mr. Sondey: $2,429,515; Mr. Burns: $683,297; Mr. Vernon: $1,214,765; Mr. O’Callaghan: $334,053; and Mr. Valentine: $516,278.
2022 Proxy Statement			53

~~(6)~~

Pursuant to SEC guidance, represents cash awards earned respectively for 2016 and 2017 under our annual incentive compensation program, including the part of the 2016 annual incentive payout that was calculated based on the Named Executive Officer’s applicable pre-Merger bonus plan (TCIL or TAL, as applicable) and original company performance prior to the closing of the Merger. 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.

~~(7)~~

~~In 2017, all other compensation consisted of the following:~~

Name
Savings Plan Company
Match ($)
Other Compensation
($)⁽¹⁾
Total
($)
Brian M. Sondey
$6,000
$9,988
$15,988
John Burns
$6,000
$9,830
$15,830
Simon R. Vernon
$7,318
$24,133
$31,451
John F. O'Callaghan
$22,332
$19,121
$41,453
Kevin Valentine
$6,000
$8,466
$14,466

~~(1)~~

Other compensation includes Company paid car allowances and Company paid life insurance premiums for coverage exceeding $50,000. In addition, for Messrs. Vernon, and O’Callaghan the amount also includes club fees and for Mr. Vernon also includes disability insurance.

~~(8)~~

Amounts reported in the table for Messrs. Vernon and O’Callaghan in respect of salaries, discretionary bonus amounts, non-equity incentive plan awards and all other compensation were paid in GBP but were converted for purposes of this table from GBP to US dollars. For 2017, the foreign exchange rate on November 30, 2017 of 1 GBP to 1.3525 US dollars was used and for 2016 the foreign exchange rate on November 30, 2016 of 1 GBP to 1.25 US dollars was used.

EXECUTIVE COMPENSATION

~~TABLE OF CONTENTS~~

Grants of Plan-Based Awards Table

~~GRANTS OF PLAN-BASED AWARDS TABLE FOR 2017~~

The following table includes certain information with respect to the ~~non-equity~~annual incentive compensation plan awards and equity awards ~~for~~granted to our Named Executive Officers during the fiscal year ended December 31, ~~2017:~~

Grant Date
Non-Equity Incentive Awards
Equity Incentive Awards⁽¹⁾
All Other
Stock
Awards:
Number of
Shares of
Stock
(#)
Grant Date Fair
Value of Stock
Awards⁽⁴⁾
Name
Minimum
($)
Target
($)
Maximum
($)
Minimum
(#)
Target
(#)
Maximum
(#)
Brian M. Sondey
—
$0
$800,000
$1,600,000
—
—
—

$—
John Burns
—
$0
$255,000
$510,000
—
—
—

$—
Simon R. Vernon⁽³⁾
—
$0
$561,288
$1,122,576
—
—
—

$—
John F. O'Callaghan⁽²⁾⁽³⁾
1/30/17
$0
$235,498
$470,995
3,068
4,090
5,113

$97,956
1/30/17

4,091
$97,979
Kevin Valentine
—
$0
$198,000
$396,000
—
—
—

$—
2021:


Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Awards						Estimated Future Payouts under Equity Incentive Awards			All Other Share Awards: Number of Shares (#)	Grant Date Fair Value of Share Awards(2)
		Minimum ($)(1)		Target ($)		Maximum ($)		Minimum (#)	Target (#)	Maximum (#)
Brian M. Sondey	2/9/2021	$	—	$	975,000	$	1,950,000	13,786	27,571	41,357		$	1,413,565
	2/9/2021										27,572	$	1,413,616
John Burns	2/9/2021	$	—	$	297,000	$	594,000	2,731	5,461	8,192		$	279,985
	2/9/2021										5,462	$	280,037
John F. O’Callaghan(3)	2/9/2021	$	—	$	294,824	$	589,648	2,519	5,037	7,556		$	258,247
	2/9/2021										5,037	$	258,247
Kevin Valentine	2/9/2021	$	—	$	240,000	$	480,000	2,651	5,302	7,953		$	271,834
	2/9/2021										5,302	$	271,834
Carla Heiss	2/9/2021	$	—	$	252,000	$	504,000	2,333	4,666	6,999		$	239,226
	2/9/2021										4,666	$	239,226

(1)Awards granted under our annual incentive plan do not have a minimum performance payout.

(2)Calculated based on target equity incentive awards using the February 9, 2021 closing share price of $51.27.

(3)Amounts reported in the “Non-Equity Incentive Award” column are based on an exchange rate of USD 1.331 to GBP 1.0.

Outstanding Equity Awards at Fiscal Year End Table

~~(1)~~

The Company granted restricted shares to all NEO's in September 2016 which were intended to provide long-term compensation and incentivize performance for both the post-Merger period in 2016 and the full year of 2017.

~~(2)~~

~~In January 2017, John O’Callaghan received a supplemental grant of time-based and performance-based restricted Common Shares.~~

~~(3)~~

~~Based on Nov 30, 2017 foreign exchange rate of 1 GBP = 1.3525 USD.~~

~~(4)~~

~~Calculated using the January 30, 2017 share price equal to $23.95.~~

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE FOR 2017~~

The following table includes certain information with respect to restricted share awards held by each of our Named Executive Officers as of December 31, ~~2017.~~

Stock Awards

Time Based
Restricted Shares
Time and 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 ($)⁽²⁾
Equity Incentive
Plan Awards:
Number of
Unearned Shares
That Have Not
Vested
(#)⁽³⁾
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares That Have
Not Vested
($)⁽²⁾
Total Number of
Unvested Time
Based and Time
and Performance
Based
Restricted
Shares
(#)
Combined
Market Value of
Unvested Time
Based and Time
and Performance
Based
Restricted
Shares
($)
Brian M. Sondey⁽⁴⁾
105,212
$3,940,189
74,212
$2,779,239
179,424
$6,719,428
John Burns⁽⁵⁾
31,372
$1,174,881
20,872
$781,656
52,244
$1,956,537
Simon R. Vernon⁽⁶⁾
53,628
$2,008,369
37,106
$1,389,620
90,734
$3,397,989
John F. O'Callaghan⁽⁷⁾
30,817
$1,154,097
14,294
$535,310
45,111
$1,689,407
Kevin Valentine⁽⁸⁾
24,270
$908,912
15,770
$590,587
40,040
$1,499,499

2021.

~~(1)~~

Amounts appearing in this column include (1) time based restricted Common Shares granted by the Company in September 2016 to each of our Named Executive Officers, (2) TAL restricted shares granted to Messrs. Sondey, Burns and Valentine in January 2016 prior to the closing of the Merger that were converted into restricted Common Shares at the closing of the Merger based on the TAL exchange ratio utilized in the Merger and (3) TCIL restricted shares granted to Messrs. Vernon and O’Callaghan in July 2016 prior to the closing of the Merger that were converted into restricted Common Shares at the closing of the Merger based on the TCIL exchange ratio utilized in the Merger, and (4) time based restricted Common Shares granted by the Company to Mr. O’Callaghan in January 2017. ~~The January 2017 and September 2016 time-based restricted Common~~


	Stock Awards
	Time-Based Restricted Shares			Performance-Based Restricted Shares			Combined Totals
Name	Number of Shares or Units That Have Not Vested (#)(1)	Market Value of Shares or Units That Have Not Vested ($)(2)		Number of Unearned Shares That Have Not Vested (#)(3)	Market or Payout Value of Unearned Shares That Have Not Vested ($)(2)		Total Number of Unvested Time-Based and Performance- Based Restricted Shares (#)	Combined Market Value of Unvested Time-Based and Performance- Based Restricted Shares ($)
Brian M. Sondey(4)	92,683	$	5,582,297	139,023	$	8,373,355	231,706	$	13,955,652
John Burns(5)	18,989	$	1,143,707	28,482	$	1,715,471	47,471	$	2,859,178
John F. O’Callaghan(6)	17,522	$	1,055,350	26,281	$	1,582,905	43,803	$	2,638,255
Kevin Valentine(7)	17,508	$	1,054,507	26,260	$	1,581,640	43,768	$	2,636,147
Carla Heiss(8)	10,316	$	621,333	15,474	$	931,999	25,790	$	1,553,332

~~TABLE OF CONTENTS~~

~~defined in the employment agreement) or if he dies or becomes disabled. Upon a~~year of termination ~~without cause or for good reason, Mr. Sondey is entitled to severance pay equal to his base salary~~fully vest, including performance-based shares vested at maximum, and incentive compensation for 18 months. Upon his 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. Based on Mr. Sondey’s compensation and bonus levelsaccrued dividends as of December 31, ~~2017,~~2021.

(3)As described in the ~~amount of cash severance that would be payable to Mr. Sondey pursuant to his employment agreement upon a termination his employment by us without cause or by for him for good reason~~section “Non-Compete Agreements” on ~~December 31, 2017, is equal to $2,400,000, and~~page 50.

(4)As described in the ~~amount of cash severance that would be payable to Mr. Sondey pursuant to his employment agreement upon a termination his employment due to death or disability~~section “Employee Severance Plan” on ~~December 31, 2017, is equal to $1,600,000 plus a maximum pro-rated bonus payment of $800,000.~~

Upon termination of Mr. Sondey’s employment for any reason or no reason, subject to our election to continue to pay to Mr. Sondey his base salary for a one-year period following such termination, unless such termination is for cause, Mr. Sondey will be restricted from competing with us for a period of one year following such termination.

~~Non-Compete Agreements~~

We have not entered into employment agreements with any of our other Named Executive Officers. However, all of our Named Executive Officers are bound by non-compete agreements, which provide that upon the termination of a Named Executive Officer's employment for any reason or no reason, subject to our election to continue to pay to that Named Executive Officer his base salary for a one year period following such termination, unless such termination is for cause, thepage 50. Assumes each Named Executive Officer will ~~be restricted from competing with us for a period of one year following such termination. Based on~~receive the ~~compensation levels of our Named Executive Officers (other than Mr. Sondey) as of December 31, 2017, the amount of~~maximum cash severance ~~that would be payable to each of our Named Executive Officers upon~~award under the termination their employment for any reason or no reason on December 31, 2017 (unless such termination is for cause), subject to our election to continue to pay to that Named Executive Officer his base salary forEmployee 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 one year period following such termination in exchange for a one year non-compete, would be equal to: $425,000 for Mr. Burns; for Mr. Vernon, $561,288; $392,496 for Mr. O’Callaghan; and $330,000 for Mr. Valentine. Messrs. Vernon’s and O’Callaghan’s amounts were calculated in GBP and reflects conversions to US dollars based on the November 30, 2017 foreign exchangeconversion rate of 1USD 1.331 to GBP ~~to 1.3525 US dollar.~~

~~Restricted Common Shares~~

All of our unvested restricted Common Shares provide that the awards shall vest in the event the recipient’s employment with the Company is terminated as a result of a Change of Control (as defined in the applicable award agreement). Otherwise, we have no individual change of control agreements with any of our Named Executive Officers. Based on the number of restricted Common Shares held by each of our Named Executive Officers as of the December 31, 2017, and assuming that the number of performance-based restricted Common Shares are earned at maximum, the value of the equity acceleration that each of our Named Executive Officers would receive in the event the recipient’s employment with the Company is terminated as a result of a Change of Control, using December 31, 2017 as a valuation date, would be equal to: $7,414,239 for Mr. Sondey, $2,151,952 for Mr. Burns, $3,745,412 for Mr. Vernon, $1,823,253 for Mr. O’Callaghan, and $1,647,163 for Mr. Valentine.

~~TCIL Executive Severance Plan~~

Under the TCIL Executive Severance Plan, in which Mr. Vernon and Mr. O’Callaghan were eligible to participate prior to its termination on March 16, 2018, participants were eligible to receive certain severance benefits upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the TCIL Separation Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment. These severance benefits consisted of: (1) four weeks of severance for each full year of service that the participant had with the Company (up to a maximum of 104 weeks); (2) an annual bonus based on actual performance for the year in which the termination of employment occurred, prorated based on the period of the participant’s active employment for such year; (3) Company-provided outplacement services (up to a maximum cost of $25,000); and (4) continued provision by the Company of medical, dental, vision, prescription drug, life insurance and long-term disability benefits for a period of up to 12 months (or, if earlier, until the date on which the participant becomes eligible for substantially similar benefits under another employer-provided plan). Based on the compensation levels of these Named Executive Officers as of December 31, 2017, the total value of

1.0.


56			TRITON

~~TABLE OF CONTENTS~~

the severance benefits that would become payable upon a termination of employment by the Company without cause or by the participant for good reason on December 31, 2017, would be as follows: $3,744,415 for Mr. Vernon and $1,359,099 for Mr. O’Callaghan. Amounts were calculated in GBP and the chart reflects conversions to US dollars based on the November 30, 2017 foreign exchange rate of 1 GBP to 1.3525 US dollar. As a result of his retirement on February 28, 2018, Mr. Vernon will receive severance benefits under the TCIL Separation Plan in the total amount of approximately $3,808,377.

Following the termination of the TCIL Executive Severance Plan on March 16, 2018, Mr. O’Callaghan ceased to be eligible to receive the severance benefits described above and instead became eligible to receive the severance benefits under the Amended and Restated TCIL Employee Severance Plan, as described in greater detail in the following section.

~~TCIL Employee Severance Plan~~

In 2015, TCIL adopted the TCIL Employee Severance Plan in which Messrs. Burns and Valentine became eligible to participate following the termination and expiration, respectively, of the TAL Separation Plan and the TAL Executive Severance Plan.

The Company adopted effective as of March 30, 2018 the Amended and Restated TCIL Employee Severance Plan, which provides benefits to all eligible employees, including Messrs. Burns, O’Callaghan and Valentine, upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the Amended and Restated TCIL 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 Amended and Restated TCIL Employee Severance Plan, a week of pay is calculated by dividing the eligible employee’s annual base salary plus bonus target by 52. Based on the compensation levels of Messrs. Burns, O’Callaghan and Valentine as of December 31, 2017, the total value of the severance benefits that would become payable upon a termination of employment by the Company without cause or by the participant for good reason would be as follows: $510,019 for Mr. Burns, $487,528 for Mr. O’Callaghan, and $423,820 for Mr. Valentine.

EXECUTIVE COMPENSATION

~~TABLE OF CONTENTS~~

~~CEO PAY RATIO~~

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires the Company to determine the ratio of the CEO’s annual total compensation (under the Summary Compensation Table definition) to that of the Company’s median employee.

To determine the median employee, we made a direct determination from our global employee population, of approximately 255 individuals. We established a consistently applied compensation measure inclusive of base pay, overtime, annual incentives, and allowances to identify the Company’s median employee. Our employee population was evaluated as of December 31, 2017, and reflects compensation paid from January 1, 2017, through December 31, 2017. Where allowed under the applicable SEC rule, we have annualized compensation for full time and part-time employees newly hired in 2017. Non-US compensation was converted to US dollars based on the applicable exchange rates as of December 31, 2017.

Based on the above determination, the annual total compensation (under the Summary Compensation Table definition) for the median employee is $128,859. Using the CEO’s total compensation of $2,678,488 under the same definition, the resulting ratio is 21:1.

~~Description of Equity Compensation Plans~~

~~Triton International Limited~~ 2016 Equity Incentive Plan

On July 8, 2016, Board of Directors approved the adoption of the Triton International Limited 2016 Equity Incentive Plan (the “2016 Equity Incentive Plan”). The terms and conditions of the 2016 Equity Incentive Plan are briefly described below. This summary of the 2016 Equity Incentive Plan is not intended to be a complete description of the 2016 Equity Incentive Plan, and is qualified in its entirety by the actual text of the 2016 Equity Incentive Plan to which reference is made.

The maximum number of Common Shares with respect to which awards may be granted under the 2016 Equity Incentive Plan is 5,000,000. To the extent that any shares subject to awards have been canceled, expired, not issued or forfeited for any reason (in whole or in part), such shares will again be available for awards under the 2016 Equity Incentive Plan. Shares subject to awards that have been retained by the Company or delivered to the Company in payment or satisfaction of the purchase price or tax withholding obligations will not be available for subsequent grant under the 2016 Equity Incentive Plan.

The 2016 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors, which has the power to determine the eligibility of individuals to receive awards, the types and number of shares subject to awards, the pricing and timing of awards and to establish the terms, conditions, performance criteria and restrictions on awards.

Any of the employees, consultants, directors or any other person providing services to the Company or its affiliates, as determined by the Compensation Committee, may be selected to participate in the 2016 Equity Incentive Plan. The granting of awards under the 2016 Equity Incentive Plan is discretionary and therefore, the Company cannot now determine the number or type of awards to be granted in the future to any particular person or group. These participants may receive one or more of the following awards:

•

~~Stock Options~~~~. Stock options may be granted under the 2016 Equity Incentive Plan, including incentive stock options and nonqualified stock options.~~

•

~~Stock Appreciation Rights (SAR)~~. A SAR entitles a participant to receive a payment equal in value to the difference between the fair market value of a share on the date of exercise of the SAR over the exercise price of the SAR, which shall be payable in cash or Common Shares.

•

~~Restricted Shares~~. A restricted share award is the grant of Common Shares on a date determined by the Compensation Committee, and is subject to substantial risk of forfeiture until specific conditions or goals are met.

•

~~Dividend Equivalent Rights~~~~. The award of Dividend Equivalent Rights permits the participant to earn an amount equal to the dividends or other distributions payable with respect to Common Shares.~~

•

~~Cash Awards~~~~. Awards that are payable solely in cash may be granted under the 2016 Equity Incentive Plan, subjected to such conditions and restrictions as the Compensation Committee may determine.~~

~~TABLE OF CONTENTS~~

The terms and conditions of all awards under the 2016 Equity Incentive Plan will be determined by the Compensation Committee at the time of the grant of the award and will be reflected in the award agreement.

In the event that a Change in Control (as defined in ~~the~~Triton’s 2016 Equity Incentive Plan) occurs and a participant’s employment is subsequently terminated by the Company or its affiliates without Cause or by the participant for Good Reason (in each case as defined in the 2016 Equity Incentive Plan) within the two years following the Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges (a) any and all options and SARs granted under the 2016 Equity Incentive Plan shall become immediately exercisable and (b) any restriction periods and restrictions imposed on restricted shares or other awards shall lapse and performance conditions shall be deemed to be fully ~~achieved.~~

~~Each award agreement shall set forth the extent to which the participant shall have the right to exercise options~~achieved and ~~SARs, receive unvested restricted shares and unvested dividend equivalent rights, following termination of service with the Company.~~

~~TCIL 2016 Share Plan~~

On July 8, 2016 TCIL established the 2016 Triton Container International Limited Equity Incentive Plan for the sole purpose of making restricted share grants to certain TCIL executives, including Messrs. Vernon and O’Callaghan, prior to the closing of the Merger of TCIL and TAL.

The maximum number of TCIL shares that may be issued under the TCIL 2016 Share Plan was 142,668 TCIL shares, and that maximum number of shares was issued on July 8, 2016, which shares were converted to restricted Common Shares as of the closing of the Merger. No more grants will be made under the plan. Restricted shares were the only type of award that were permitted to be granted under the plan.

The 2016 TCIL Share Plan is administered by the Compensation Committee of our Board of Directors, which has the power to determine the eligibility of individuals to receive awards, the types and number of shares subject to awards, the pricing and timing of awards and to establish the terms, conditions, performance criteria and restrictions on awards.

In the event that a Change in Control (as defined in the 2016 TCIL Share Plan) occurs and a participant’s employment is subsequently terminated by the Company or its affiliates without Cause or by the participant for Good Reason (in each case as defined in the 2016 TCIL Share Plan) any restriction periods and restrictions imposed on restricted shares or other awards shall lapse and performance conditions shall be deemed to be fully achieved.

~~2014 TAL International Group, Inc. Equity Incentive Plan~~

TAL established the 2014 TAL International Group, Inc. Equity Incentive Plan (“2014 Stock Plan”) so that TAL and its subsidiaries could (i) attract and retain persons eligible to participate in the plan; (ii) motivate persons eligible to participate, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further align the interests of the persons eligible to participate with those of the Company’s other shareholders through compensation that is based on the Company’s common shares; and thereby promote the long-term financial interest of the Company and its subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

~~Shares reserved for issuance.~~ The 2014 Stock Plan has been frozen and no more shares will be issued under the plan. The maximum number of shares with respect to which awards could be granted under the 2014 Stock Plan was 3,000,000 and the shares remaining to be issued under the planvest at ~~the time the plan was frozen was 2,860,000.~~

~~Administration.~~ The 2014 Stock Plan is administered by the Compensation Committee of our Board of Directors, which has the power to determine the eligibility of individuals to receive awards, the types and number of shares of stock subject to awards, the pricing and timing of awards and to establish the terms, conditions, performance criteria and restrictions on awards.

maximum.

~~TABLE OF CONTENTS~~

~~Participants.~~ Any of our employees, consultants, directors or any other person providing services to us or our subsidiaries, as determined by the Committee, were eligible be selected to participate in the 2014 Stock Plan. These participants were eligible to receive one or more of the following awards:

~~Stock Options.~~ ~~Stock options including incentive stock options, as defined under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and nonqualified stock options.~~

~~Stock Appreciation Rights (SAR).~~ A SAR entitles a participant to receive a payment equal in value to the difference between the fair market value of a share of stock on the date of exercise of the SAR over the exercise price of the SAR, which shall be payable in cash or our Common Shares.

~~Restricted Stock.~~ ~~A restricted stock award is the grant of our Common Shares on a date determined by the Committee, and is subject to substantial risk of forfeiture until specific conditions or goals are met.~~

~~Dividend Equivalent Rights.~~ ~~The award of Dividend Equivalent Rights permits the Participant to earn an amount equal to the dividends or other distributions payable with respect to shares of our Common Shares.~~

~~Change in Control.~~ For the January 2016 restricted stock grants, which are the only grants remaining outstanding, in the event of a Change in Control (as defined below), and within 24 months following the occurrence of such Change of Control, the grantee’s employment is terminated by the Company other than for Cause or by the grantee for Good Reason, all unvested restricted shares granted in January 2016 shall vest in full upon the date of the termination of employment.

“Change in Control” means (1) a sale of all or substantially all of the Company’s assets or (2) a merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person; provided however, none of the following shall be considered a Change in Control: (a) a merger effected exclusively for the purpose of changing the domicile of the Company, (b) an equity financing in which the Company is the surviving corporation, or (c) a transaction in which the holders of at least 50% of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) 50% or more of the total voting power represented by the shares of voting capital stock of the Company (or surviving entity) outstanding immediately after such transaction.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, ~~2017~~2021 with respect to outstanding awards and shares remaining available for issuance under the Company’s existing equity compensation plan. Information is included in the table as to ~~Common Shares~~common shares that may be issued pursuant to Triton’s equity compensation plan.

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⁾
385,503⁽²⁾
N/A
4,306,080
Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
385,503
N/A
4,306,080

Plan Category

Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

299,138

(1)

N/A

3,088,409

Equity compensation plans not approved by security holders

N/A

TOTAL

299,138

N/A

3,088,409

(1)Represents the number of performance-based restricted common shares that can be earned based on maximum performance under these awards. The weighted average exercise price of the restricted shares identified in column (a) is listed as N/A since such restricted shares do not have an exercise price or purchase price. Pursuant to SEC guidance, time-based restricted common shares that were issued and outstanding as of December 31, 2021 are not included in column (a) or (c) of this table.

CEO Pay Ratio

Pursuant to SEC rules, we are required to calculate and disclose the ratio of the CEO’s annual total compensation (as calculated in the Summary Compensation Table) to that of the Company’s median employee.

To determine the median employee, we made a direct determination from our global employee population (other than our CEO) of approximately 237 individuals. We established a consistently applied compensation measure inclusive of base pay, overtime, annual incentives, and allowances to identify the Company’s median employee. Our employee population was evaluated as of December 31, 2021, and reflects compensation paid from January 1, 2021, through December 31, 2021. Where allowed under the applicable SEC rule, we have annualized compensation for full-time and part-time employees newly hired in 2021. Non-U.S. compensation was converted to U.S. dollars based on the applicable exchange rates as of December 31, 2021.

Based on the above, the annual total compensation for the median employee for 2021 was $136,223. Using the CEO’s total 2021 compensation of $5,768,732 as presented in the Summary Compensation Table, the resulting ratio is 42:1.

	~~(1)~~	~~Represents the 2016 Equity Incentive Plan.~~
2022 Proxy Statement			57

	~~(2)~~	~~Represents~~

PROPOSAL 3			Appointment of Independent Auditors and Authorization of Remuneration
				The Board of Directors recommends a vote “FOR” the ~~number~~appointment of ~~performance-based restricted Common Shares that can be earned~~KPMG LLP as ifTriton’s independent auditors for the ~~Company’s TSR over~~fiscal year ending December 31, 2022 and the ~~three-year performance period is in the top one-third~~authorization of the ~~list of peer companies. The weighted average exercise price of~~Audit Committee to determine 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, 2017, are not included in column (a) or (c) of this table.independent auditors’ remuneration.

~~TABLE OF CONTENTS~~

~~REPORT OF THE AUDIT COMMITTEE~~

~~The Audit Committee reviews Triton’s financial reporting process~~Based on ~~behalf of~~ the Board of Directors. The Audit Committee is currently composed of three directors, all of whom are independent directors as defined under Section 10A of the Securities Exchange Act of 1934, the SEC rules, the NYSE listing standards and our corporate governance guidelines. Each memberrecommendation of the Audit Committee, is financially literate, as that qualification is interpreted by Triton’s Board of Directors in its business judgment. Further, Mr. Alspaugh qualifies and is designated as an “audit committee financial expert” serving on the Audit Committee as such term is defined in rules adopted by the SEC. The Audit Committee operates under a written charter adopted by the Board ~~of Directors. Management~~ has ~~the primary responsibility for the financial statements~~recommended and ~~the reporting process, including the system of internal controls.~~

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of Triton’s financial statements, oversight with respect to the Company’s disclosure controls and procedures and internal controls over financial reporting, the evaluation and retention of Triton’s independent auditor, the performance of the Company’s internal audit, ethics and compliance functions. The Audit Committee meets regularly with the head of internal audit to review the scope of internal audit activities, the results of internal auditsasks that have been performed, the adequacy of staffing, the annual budget and the internal audit department charter. In fulfilling its responsibilities, the Audit Committee meets with management and the independent registered public accounting firm to review and discuss Triton’s annual and quarterly financial statements, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Triton’s annual report on Form 10-K, any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or Form 10-Q with the Securities and Exchange Commission, and the items required to be discussed by PCAOB Auditing Standards No. 1301 (Communication with Audit Committees), for annual statements, and Statement of Auditing Standards 100 for quarterly statements.

The Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of Triton’s results and the assessment of Triton’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by Triton in its financial statements, as well as alternative treatments. Management represented to the Audit Committee that Triton’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by PCAOB Auditing Standards No. 1301 (Communication with Audit Committees).

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from Triton and its management. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of permitted non-audit services to Triton is compatible with its independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from Triton and its management.

The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluation of Triton’s internal controls, the overall quality of Triton’s financial reporting, and other matters required to be discussed by PCAOB Auditing Standards No. 1301 (Communication with Audit Committees).

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in Triton’s Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the Securities and Exchange Commission.

~~The Audit Committee:~~
~~Robert W. Alspaugh,~~ ~~Chair~~
~~Malcolm P. Baker~~
~~Kenneth Hanau~~

~~TABLE OF CONTENTS~~

~~PROPOSAL 2~~
~~RATIFICATION OF APPOINTMENT OF INDEPENDENT~~
~~REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The Board of Directors has appointed the firm of~~you appoint KPMG LLP (“KPMG”), an independent registered public accounting firm, as our independent ~~accountants of Triton~~auditors for the fiscal year ending December 31, ~~2018. In the event that ratification of this selection is not approved by a majority of Common Shares represented at the Annual Meeting in person or by proxy~~ 2022 and ~~entitled to vote on the matter,~~authorize the Audit Committee to determine the independent auditors’ remuneration. KPMG has served as our independent auditors since 2014.

Pursuant to Bermuda law and our ~~Board~~Bye-laws, an auditor is appointed at the annual general meeting or at a subsequent general meeting in each year and shall hold office until a successor is appointed. If our shareholders do not approve the appointment of ~~Directors will review~~KPMG, the Audit ~~Committee’s future selection of an~~Committee will reconsider whether or not to retain KPMG as the Company’s independent registered public accounting ~~firm.~~

firm for the fiscal year ending December 31, 2022, but will not be obligated to terminate the appointment. Even if shareholders approve the appointment of KPMG, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders

Representatives of KPMG ~~LLP will~~are expected to be present at the Annual ~~Meeting. Such representatives~~Meeting and will have an opportunity to make a statement, if desired, and ~~will be available~~ to respond to appropriate shareholder questions.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE~~ ~~RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS TRITON’S INDEPENDENT REGISTERED~~ ~~PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.~~

Audit Fees

The following table sets forth the fees billed to or incurred by Triton for professional services rendered by KPMG, ~~LLP,~~ the Company’s independent registered public accounting firm, for the years ended December 31, ~~2017~~2021 and ~~2016:~~

Type of Fees
2017
2016
Audit Fees
$
1,914,632

$
1,445,106

Audit-Related Fees

268,000

611,823

Tax Fees

324,400

251,553

All Other Fees

299,900

—

Total Fees
$
2,806,932

$
2,308,482

2020:


Type of Fees	2021		2020
Audit Fees	$	2,243,130	$	1,988,334
Audit-Related Fees		—		—
Tax Fees		633,801		581,086
All Other Fees		256,000		337,000
TOTAL FEES	$	3,132,931	$	2,906,420

In accordance with the SEC’s definitions and rules, “audit fees” are fees ~~Triton incurred~~ for professional services in connection with the audit of Triton’s consolidated financial statements included in its Annual Report on Form 10-K, and for services that are normally provided in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for ~~assurance and~~services reasonably related ~~services principally in connection with~~to the ~~filing~~performance of ~~registration statements;~~the audit, other than “audit fees”; “tax fees” are fees for tax compliance and tax advice; and “all other fees” are fees for any services not included in the first three categories, which were principally comprised of agreed upon procedures related to various debt issuances and ongoing debt compliance.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by ~~KPMG LLP.~~KPMG. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. KPMG ~~LLP~~ and management are required to periodically report to the Audit Committee regarding the extent of services provided by KPMG ~~LLP~~ in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees set forth on the above table were pre-approved by the Audit Committee.


58			TRITON

PROPOSAL 3 - APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF REMUNERATION

Report of the Audit Committee

The Audit Committee is currently composed of five directors, each of which is independent as required by the listing standards of the NYSE and rules of the SEC. Each member of the Audit Committee is financially literate, as that qualification is interpreted by Triton’s Board of Directors in its business judgment. Further, Mr. Alspaugh and Ms. Ramdev qualify and are each designated as an “audit committee financial expert” as such term is defined in rules adopted by the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

Management has primary responsibility for Triton’s financial statements and the reporting process, including the systems of internal control over financial reporting. As more fully described in its charter, the primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company, including oversight of (i) the integrity of the Company’s financial statements, related disclosures and internal control over financial reporting; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Company’s independent auditors’ qualifications, independence and performance; and (iv) the performance of the Company’s internal audit function. KPMG, Triton’s independent registered public accounting firm, is responsible for planning and conducting an audit of Triton’s annual consolidated financial statements and a review of Triton’s quarterly financial statements and expressing opinions on the Company’s financial statements and internal control over financial reporting based on its audits.

In carrying out its responsibilities, the Audit Committee meets periodically with Triton’s management, KPMG and members of the internal audit function, both separately and collectively, to review accounting, auditing, internal control, ethics and compliance and financial reporting matters. The Audit Committee has discussed with KPMG and the internal auditors ~~did not provide any~~the overall scope of and plans for their respective audits and activities, the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial ~~information systems design~~reporting. During 2021, the Audit Committee also reviewed the Company’s responses to the COVID-19 pandemic with respect to processes and ~~implementation services during~~procedures for preparing Triton’s consolidated financial statements, conducting internal audits and facilitating KPMG’s audit processes. Additionally, the ~~years~~Committee reviewed IT and cybersecurity risk management, significant legal and regulatory matters and the U.S. and non-U.S. tax regulatory environment.

Prior to the filing of Triton’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2021, the Audit Committee met and held discussions with KPMG and management to review and discuss matters related to the conduct of the audit, as well as Triton’s audited financial statements and internal control over financial reporting. The Audit Committee ~~did consider~~reviewed and discussed the critical accounting policies applied by Triton in the preparation of its financial statements as well as significant accounting estimates and judgments used by management in preparing the financial statements, new accounting standards, any critical audit matters identified by KPMG during the audit, and the disclosures in Triton’s consolidated financial statements. The Audit Committee also discussed with KPMG the matters required to be discussed with audit committees pursuant to the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

In addition, the Audit Committee has reviewed and discussed with KPMG its independence from the Company and its management and has received the written disclosures and letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence. The Audit Committee also has considered whether ~~the~~KPMG’s provision of ~~such~~permitted non-audit services ~~tax services and all other services~~to Triton is compatible with its independence. The Audit Committee has concluded that the independent ~~auditor’s independence.~~

registered public accounting firm is independent from Triton and its management.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in Triton’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission.

The Audit Committee

Robert W. Alspaugh, Chair

Malcolm P. Baker

Annabelle Bexiga

Kenneth Hanau

Niharika Ramdev


2022 Proxy Statement			59

~~TABLE OF CONTENTS~~

Information Regarding Beneficial Ownership of Management and Principal Shareholders

~~PROPOSAL 3~~
~~ADVISORY VOTE ON THE APPROVAL~~
~~OF EXECUTIVE COMPENSATION~~

InThe following tables show the beneficial ownership of our common shares on March 1, 2022 by:

•our directors and Named Executive Officers and all of our directors and executive officers as a group; and

•each person who we know beneficially owns more than 5% of our common shares.

Beneficial ownership, which is determined in accordance with ~~Dodd-Frank Wall Street Reform~~the rules and ~~Consumer Protection Act of 2010, or “Dodd-Frank Act,” and the rules~~regulations of the Securities and Exchange Commission, means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of our common shares. The number of common shares beneficially owned by a person includes common shares issuable with respect to options and convertible securities held by the person which are exercisable or convertible within 60 days. The percentage of our common shares beneficially owned by a person assumes that the person has exercised all options and converted all convertible securities the person holds which are exercisable or convertible within 60 days, and that no other persons exercised any of their options or converted any of their convertible securities. Except as otherwise indicated, the business address for each of the following persons is c/o Triton ~~is providing shareholders~~International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. Except as otherwise indicated in the footnotes to the table or in cases where community property laws apply, we believe that each person identified in the table possesses sole voting and investment power over all common shares shown as beneficially owned by the person. The percentages of beneficial ownership are based on common shares outstanding, together with the ~~opportunity~~individual’s restricted shares granted and not yet vested.


	Shares Beneficially Owned
Name of Beneficial Owner	Number	Percent
Brian M. Sondey(1)	528,212	*
John Burns(1)	79,459	*
John F. O’Callaghan(1)	98,702	*
Kevin Valentine(1)	38,450	*
Carla Heiss(1)	20,927	*
Robert W. Alspaugh	27,165	*
Malcolm P. Baker	59,153	*
Annabelle Bexiga	6,669	*
Claude Germain(2)	47,331	*
Kenneth Hanau	41,653	*
John S. Hextall	29,153	*
Robert L. Rosner	2,696	*
Niharika Ramdev	1,457	*
Simon R. Vernon	130,231	*
All directors and executive officers as a group (14 persons)	1,111,258	1.7%

* None of the Directors or Named Executive Officers beneficially owned 1% or more of the Company’s outstanding shares.

(1)For each Named Executive Officer, number of shares beneficially owned includes restricted shares granted in 2019, 2020, 2021, and 2022 as follows: Mr. Sondey (126,088); Mr. Burns (23,998); Mr. O’Callaghan (22,180); Mr. Valentine (22,674) and Ms. Heiss (20,927).

(2)Includes 2,348 shares held by his spouse.


60			TRITON

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS


	Shares Beneficially Owned
Five Percent and Greater Shareholders	Number	Percent(1)
BlackRock Inc.(2)	4,686,436	7.2%
The Vanguard Group(3)	7,822,215	12.0%
Dimensional Fund Advisors LP(4)	4,411,247	6.8%

(1)The percentages of beneficial ownership are based on 65,108,027 common shares of Triton International Limited outstanding as of March 1, 2022.

(2)Based on the Schedule 13G/A filed with the SEC on February 3, 2022 by BlackRock, Inc., BlackRock Inc. had sole voting power over 4,537,166 common shares and sole dispositive power over 4,686,436 common shares it beneficially owned as of December 31, 2021. The principal business office address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(3)Based on the Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group. The Vanguard Group had sole dispositive power over 7,702,467 common shares, shared voting power over 61,902 common shares and shared dispositive power over 119,748 common shares it beneficially owned as of December 31, 2021. The principal business office address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(4)Based on the Schedule 13G/A filed with the SEC on February 8, 2022 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power over 4,284,895 common shares and sole dispositive power over 4,411,247 common shares it beneficially owned as of December 31, 2021. The principal business office address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires Triton’s officers and directors, and holders of more than 10% of a registered class of Triton’s equity securities, to ~~cast~~ file reports of ownership of such securities with the Securities and Exchange Commission. Officers, directors and greater than ten percent beneficial owners are required by applicable regulations to furnish Triton with copies of all Section 16(a) forms they file.

Based on a review of the copies of Forms 3, 4 and 5 furnished to Triton and written representations by our directors and officers, Triton believes that all Section 16(a) filing requirements applicable to its officers, directors and 10% holders were complied with in a timely manner during 2021, except for the following: a Form 5 for Annabelle Bexiga to report shares acquired on December 24, 2020 pursuant to a dividend reinvestment plan administered by Ms. Bexiga’s broker was inadvertently reported late on a Form 4 filed on September 17, 2021.


2022 Proxy Statement			61

Information About the Annual Meeting and Voting

General

This proxy statement and the accompanying Notice of Annual General Meeting of Shareholders are being furnished in connection with the solicitation by the Board of Directors of Triton International Limited (“Triton,” the “Company,” “us,” “our” or “we”) of proxies for use at the Annual General Meeting of Shareholders (the “Annual Meeting”) to be held virtually on April 26, 2022 at 12:00 p.m. Eastern Daylight Time, and at any adjournment or postponement thereof, for the purposes set forth in the preceding Notice of Annual General Meeting of Shareholders. This proxy statement and the proxy card for the Annual Meeting are first being made available to shareholders of record on or about March 16, 2022.

This year’s Annual Meeting will be held online via live webcast. See “Important Information About the Virtual Shareholder Meeting” below for more information about the virtual meeting.

How do I access the proxy materials?

We are providing access to our proxy materials (including this proxy statement and our 2021 Annual Report) over the Internet pursuant to “notice and access” rules adopted by the SEC. Beginning on or about March 16, 2022, we will send Notices of Internet Availability of Proxy Materials (each, a “Notice”) by mail to shareholders entitled to notice of or vote at the Annual Meeting. The Notice includes instructions on how to view the electronic proxy materials on the Internet, which will be available to all shareholders beginning on or about March 16, 2022. The Notice also includes instructions on how to elect to receive future proxy materials by email and how to receive a printed set of proxy materials. If you choose to receive future proxy materials by email, next year you will receive an email with a link to the proxy materials and proxy voting site, and will continue to receive proxy materials in this manner until you terminate your election. We encourage you to take advantage of the availability of our proxy materials on the Internet.

Who can vote?

Only holders of record as of the close of business on March 1, 2022 (the “Record Date”) of the common shares are entitled to vote at the Annual Meeting. On the Record Date, there were 65,108,027 common shares issued and outstanding.

What proposals will be voted on at the Annual Meeting?

Shareholders will vote on the following proposals at the Annual Meeting:

•the election of the ten directors identified in this proxy statement to serve on our Board of Directors (Proposal 1);

•an advisory vote on the compensation of its Named Executive Officers as disclosed in this Proxy Statement. This proposal, which is commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to ~~cast non-binding, advisory votes on the compensation of our Named Executive Officers. Based on the results of the May 10, 2017 shareholder vote on the frequency of holding the advisory vote on~~approve the compensation of our Named Executive Officers as described in this proxy statement (Proposal 2);

•the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022 and ~~consistent~~the authorization of their remuneration (Proposal 3); and

•such other business as may properly be brought before the Annual Meeting (including any adjournment or postponement(s) thereof).

In addition, in accordance with Section 84 of the Bermuda Companies Act and bye-law 39 of our ~~recommendation,~~Bye-Laws, our audited financial statements for the fiscal year ended December 31, 2021 will be presented at the Annual Meeting. These audited financial statements are included in the 2021 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.


62			TRITON

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

How does our Board of Directors recommend that I vote on the proposals?

1.“FOR” the election of the ten directors identified in this proxy statement to serve on our Board of Directors until the 2023 Annual General Meeting of Shareholders or until their respective successors are elected and qualified;

2.“FOR” the approval of the compensation of our Named Executive Officers as described in this proxy statement; and

3.“FOR” the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022 and the authorization of their remuneration.

If any other matters properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy card will vote the shares represented by all properly executed proxies in their discretion.

How many votes can I cast?

You will be entitled to one vote per common share owned by you on the Record Date on all matters.

How do I vote by proxy?

Vote by Internet

The Notice, proxy card or voting instruction form contain instructions on how to view our proxy materials and vote your shares on the Internet. An electronic copy of this proxy statement and the 2021 Annual Report are available at www.proxyvote.com. You may use the Internet to transmit your voting instructions until 11:59 p.m., Eastern Daylight Time, on April 25, 2022. You should have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You may also vote online during the Annual Meeting by following the instructions provided under “Important Information About the Virtual Shareholder Meeting.”

Vote With Your Mobile Device

Scan the QR code on your Notice, proxy card or voting instruction form with a mobile device and follow the instructions. Voting by mobile device will be available until 11:59 p.m., Eastern Daylight Time, on April 25, 2022.

Vote by Telephone 1-800-690-6903

Call 1-800-690-6903 from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. To be valid, a submission by telephone must be received by 11:59 p.m., Eastern Daylight Time, on April 25, 2022.

Vote by Mail

Follow the instructions on your proxy or voting instruction form to vote on the proposals to be considered at the Annual Meeting. Sign, date and return the proxy card or voting instruction form as instructed.

The proxy holders named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card or voting instruction form but do not vote on the proposals, the proxy holders will vote for you on the proposals.

Unless you instruct otherwise, the proxy holders will vote “FOR” the nominees proposed by our Board of Directors, “FOR” the advisory approval of the compensation of our Named Executive Officers as described in this proxy statement and “FOR” the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022 and the authorization of their remuneration.

What if other matters come up at the Annual Meeting?

The matters described in this proxy statement are the only matters we know will be voted on at the Annual Meeting. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof, the proxy holders will vote your shares in their discretion.


2022 Proxy Statement			63

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What can I do if I change my mind after I vote my shares?

You can revoke your proxy either by (i) giving our Secretary a written notice revoking your proxy, (ii) voting again on the Internet, by mobile device or by telephone (only your latest proxy submitted prior to the deadline for voting will be counted), (iii) signing, dating and returning a new proxy card bearing a later date or (iv) attending the Annual Meeting via the live webcast and voting online. Your online attendance at the Annual Meeting will not revoke your proxy unless you vote online during the meeting. Notices should be sent to our Secretary at Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10 Bermuda.

Can I vote online during the Annual Meeting?

Although we encourage you to vote in advance via the Internet, using your mobile device, by telephone, or by completing and returning the proxy card to ensure that your vote is counted, you can attend the Annual Meeting online and vote your shares online at that time.

What do I do if my shares are held in “street name”?

If your shares are held in the name of your broker, a bank, or other nominee, you will receive material from that firm with instructions for voting your shares. Most brokers offer the ability of shareholders to submit voting instructions by mail by completing a voting instruction form, by telephone and over the Internet.

What are broker non-votes?

Broker non-votes are shares held in street name by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote those shares as to a particular matter. Under the rules of the New York Stock Exchange, your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposal 1 (election of directors) and Proposal 2 (advisory vote to approve the compensation of Named Executive Officers). However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3 (appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022 and authorization of their remuneration). Broker non-votes are not counted for purposes of determining whether a proposal has ~~determined that Triton~~been approved.

What is a quorum?

We will hold ~~an advisory~~the Annual Meeting if a quorum is present. A quorum will be present if the holders of a majority of the common shares entitled to vote on ~~executive compensation every year.~~

~~As described~~the Record Date are present via the live webcast or by proxy at the Annual Meeting. Without a quorum, we cannot hold the meeting or transact business. If you vote via the Internet, by mobile device, by telephone, or sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on the proposals listed on the proxy card. Abstentions and broker non-votes will also be counted as present for purposes of determining if a quorum exists.

What vote is necessary to approve the proposals?

Passage of Proposal 1 (election of directors) requires, for each director, the affirmative vote of a majority of the votes cast. You will not be able to cumulate your votes in the ~~Compensation Discussion~~election of directors. Approval of Proposal 2 (advisory vote to approve the compensation of Named Executive Officers) requires the affirmative vote of a majority of the votes cast, although such vote will not be binding on us. Approval of Proposal 3 (appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022 and ~~Analysis section~~authorization of their remuneration) requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present; however, in tabulating the voting results for any particular proposal abstentions and broker non-votes will have no effect on the outcome of the matter.

Who will count the votes?

We have retained Broadridge Financial Solutions, Inc. to act as the inspector of election and tabulate the votes at the Annual Meeting.

Who pays for the proxy solicitation?

We will bear the expense of soliciting proxies for the Annual Meeting, including the costs of distributing proxy materials to our shareholders. In addition to solicitation by mail, directors, officers and other employees also may solicit proxies personally, by telephone or through electronic communications, but will not receive specific compensation for doing so. We may reimburse brokerage firms and others holding shares in their names or in names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to beneficial owners. We have engaged Innisfree M&A Incorporated to solicit proxies for an estimated fee of $10,000, plus expenses.


64			TRITON

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Information About the Virtual Shareholder Meeting

Triton International Limited’s 2022 Annual Meeting will be conducted online only, via a live webcast. It is important to Triton that our shareholders are able to have robust participation rights in our virtual annual meeting. Below are some frequently asked questions regarding the virtual format for our Annual Meeting.

Why is this ~~Proxy Statement, Triton seeks~~meeting virtual only?

In light of the ongoing COVID-19 pandemic and to provide ~~its senior executives~~expanded access, improved efficiency and cost savings for our shareholders and Triton, the Annual Meeting will be held online via live webcast. There will not be a physical location for the Annual Meeting and you will not be able to attend the Annual Meeting in person. We believe that holding a virtual meeting enables increased attendance and participation since shareholders can attend the meeting from any location with ~~compensation packages that fairly reward the executives for their contributions to~~an internet connection, while saving the Company and ~~allows Triton~~our shareholders time and money. We have designed the meeting to ~~recruit~~offer substantially the same participation opportunities to our shareholders as an in-person meeting. Our directors will also attend the virtual meeting.

How can I participate in the Annual Meeting?

To participate, visit www.virtualshareholdermeeting.com/TRTN2022 and ~~retain high quality individuals. Triton seeks~~log in with your 16-digit control number included in your proxy materials.

When can I join the Annual Meeting online?

You may begin to ~~structure~~log into the virtual meeting platform beginning at 11:45 a.m. Eastern Daylight Time on April 26, 2022. The meeting will begin promptly at 12:00 p.m. Eastern Daylight Time on April 26, 2022. We encourage our shareholders to access the meeting prior to its ~~compensation plans~~start time.

How can I ask questions and vote?

We encourage you to vote in advance by visiting www.proxyvote.com. Shareholders may also vote and submit questions online during the meeting. To participate in the meeting webcast visit www.virtualshareholdermeeting.com/TRTN2022.

If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform, entering your 16-digit control number included in your proxy materials, typing your question into the “Ask a Question” field, and clicking “Submit.” Questions pertinent to meeting matters will be addressed during the Annual Meeting, subject to time constraints. Questions or comments that ~~they~~relate to proposals that are ~~straightforward~~not properly brought before the Annual Meeting, relate to matters that are not the proper subject for action by shareholders, are irrelevant to our business, relate to material non-public information of the Company, relate to personal concerns or grievances, are derogatory to individuals or otherwise in bad taste, are in substance repetitious of a question or comment made by another shareholder, or are otherwise not suitable for the ~~executives~~conduct of the Annual Meeting, in our reasonable discretion, will not be answered. Additional rules of conduct and ~~shareholders~~procedures may apply during the Annual Meeting and will be available for you to ~~understand~~ review in advance of the meeting at www.virtualshareholdermeeting.com/TRTN2022.

What if I lost my 16-digit control number?

You will be able to log in as a guest. To access the meeting webcast visit www.virtualshareholdermeeting.com/TRTN2022and ~~value, and relatively easy~~register as a guest. You will not be able to vote your shares or submit questions during the meeting if you access the meeting as a guest.

What if I experience technical difficulties?

We will have technical support available to assist you with any technical difficulties you may encounter accessing the virtual meeting. Please call 844-986-0822 or 303-562-9302 (International) for assistance. Technical support will be available beginning at 11:45 a.m. Eastern Daylight Time on April 26, 2022 through the conclusion of the Annual Meeting.

What if I have additional questions?

You may contact Triton Investor Relations at 914-697-2900.


2022 Proxy Statement			65

Miscellaneous

Shareholder Proposals for the Company to administer. Triton links a portion of overall compensation to near-term and long-term measures of performance to motivate senior executives and align their interests with those of our shareholders.

~~“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the~~

Under Securities and Exchange Commission rules, if a shareholder wishes to submit a proposal to be considered for inclusion in ~~the Company’s Proxy Statement~~our proxy statement for the ~~2018~~2023 Annual General Meeting of Shareholders, the Company must receive the proposal in writing on or before November 17, 2022 unless the date of the 2023 Annual General Meeting of Shareholders is changed by more than 30 days from the date of the last annual general meeting, in which case the proposal must be received no later than a reasonable time before the Company begins to print and send its proxy materials. All proposals must comply with SEC Rule 14a-8 and should be sent to our Secretary, Triton International Limited, at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

If a shareholder wishes to submit a proposal for business to be brought before the 2023 Annual General Meeting of Shareholders outside of SEC Rule 14a-8, including with respect to shareholder nominations of directors, notice of such matter must be received by the Company, in accordance with the ~~Compensation Discussion and Analysis, the compensation tables and other related disclosures~~provisions of the Company’s Bye-Laws, no earlier than December 28, 2022 and no later than January 27, 2023. Notice of any such proposal also must include the information specified in our Bye-Laws and should be sent to Secretary, Triton International Limited, c/o Ocorian Services (Bermuda) Limited at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. In addition to our Bye-Laws, please see the section titled “Director Nomination Process” for a description of the procedures to be followed by a shareholder who wishes to recommend a director candidate to the Nominating and Corporate Governance Committee for its consideration.

Additionally, under Bermuda law, shareholders holding not less than five percent of the total voting rights or 100 or more shareholders together may require us to give notice to our shareholders of a proposal to be submitted at an annual general meeting. Generally, notice of such a proposal must be received by us at our registered office in Bermuda (located at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda) not less than six weeks before the date of the meeting and must otherwise comply with the requirements of Bermuda law.

Householding of Proxy ~~Statement.”~~

~~While~~Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more shareholders sharing the ~~advisory vote we are asking you to cast is not binding on the Company, the Board of Directors values the opinions~~same address by delivering a single copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any other proxy materials that are delivered, to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders ~~regarding~~and cost savings for companies. We and some brokers may household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the ~~compensation of Triton’s Named Executive Officers. Your advisory vote~~affected shareholders. Once shareholders have received notice from their broker or us that materials will ~~serve as an additional tool to guide the Board of Directors and Compensation Committee~~be sent in the ~~alignment~~householding manner to the shareholders’ address, householding will continue until otherwise notified or until the shareholder revokes such consent. If, at any time, shareholders no longer wish to participate in householding and would prefer to receive a separate proxy statement, they should notify their broker if shares are held in a brokerage account or if they hold registered shares they should contact our Investor Relations department at (914) 697-2900 or by mail at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda. Any beneficial owner can request (i) to receive a separate copy of ~~Triton’s executive compensation programs~~an annual report or proxy statement for this meeting, (ii) to receive separate copies of those materials for future meetings, or (iii) if the shareholder shares an address and wishes to request delivery of a single copy of annual reports or proxy statements, you can make your request in writing to your broker.

Forward-Looking Statements

This proxy statement contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipate,” “expect,” “intend,” “goal,” “target,” “seek,” “strive,” “potential,” “future,” “plan,” “forecast,” “believe,” “estimate,” “continue,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. In addition, any statements that refer to our future environmental and social objectives, management and/or financial performance, anticipated growth and trends in our business, our ability to recruit, hire or retain key employees or highly qualified and diverse directors or employees, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our expectations as of the date of this filing, or an earlier date if indicated, and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout our 2021 Annual Report on Form 10-K that accompanies this proxy statement, and particularly the “Risk Factors” section included therein, as well as subsequent reports filed with the ~~interests~~SEC. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.


66			TRITON

MISCELLANEOUS

Annual Report on Form 10-K

A copy of Triton International Limited’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, will be furnished without charge to beneficial shareholders or shareholders of record upon written request to Investor Relations at Triton International Limited, Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

Adjournment of the ~~Company and our shareholders.~~

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL~~ ~~OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN~~ ~~THIS PROXY STATEMENT.~~

2022 Annual General Meeting of Shareholders

~~TABLE OF CONTENTS~~

~~ADJOURNMENT OF THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS~~

In the event there are not sufficient votes to approve any proposal incorporated in this ~~Proxy Statement~~proxy statement at the time of the Annual ~~General~~ Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies from holders of our ~~Common Shares.~~common shares. Proxies solicited by our Board of Directors grant discretionary authority to vote for any adjournment, if necessary. If it is necessary to adjourn the Annual Meeting and adjournment is for a period of not less than 30 days, no notice of the time and place of the adjourned meeting is required to be given to our shareholders other than an announcement of the time and place atof the Annual Meeting. A majority of the shares represented and voting at the Annual Meeting or a majority of the Board of Directors is required to approve the adjournment, regardless of whether there is a quorum present at that meeting.

~~OTHER BUSINESS~~

Other Business

The Board of Directors does not intend to present any business at the Annual Meeting other than as set forth in the accompanying Notice of Annual General Meeting of Shareholders, and has no present knowledge that any others intend to present business at the Annual Meeting. If, however, other matters requiring the vote of the shareholders properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named in the accompanying proxy will have discretionary authority to vote the proxies held by them in accordance with their judgment as to such matters.

~~TABLE OF CONTENTS~~

~~INFORMATION REGARDING BENEFICIAL OWNERSHIP OF MANAGEMENT AND~~
~~PRINCIPAL SHAREHOLDERS~~

~~The following tables show the beneficial ownership of our Common Shares on March 30, 2018:~~

~~our directors and Named Executive Officers and all of our directors and executive officers as a group; and~~

~~each person who we know beneficially owns more than 5% of our Common Shares~~

Beneficial ownership, which is determined in accordance with the rules and regulations of the Securities and Exchange Commission, means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of our Common Shares. The number of Common Shares beneficially owned by a person includes Common Shares issuable with respect to options and convertible securities held by the person which are exercisable or convertible within 60 days. The percentage of our Common Shares beneficially owned by a person assumes that the person has exercised all options and converted all convertible securities the person holds which are exercisable or convertible within 60 days, and that no other persons exercised any of their options or converted any of their convertible securities. Except as otherwise indicated, the business address for each of the following persons is c/o Triton International Limited, Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda Attn: Estera Services (Bermuda) Limited. Except as otherwise indicated in the footnotes to the table or in cases where community property laws apply, we believe that each person identified in the table possesses sole voting and investment power over all Common Shares shown as beneficially owned by the person. The percentages of beneficial ownership are based on 80,815,752 Common Shares outstanding, together with the individual’s restricted shares granted and not yet vested.

Shares Beneficially Owned
Name of Beneficial Owner
Number
Percent
Brian M. Sondey⁽¹⁾
428,346
*
John Burns⁽¹⁾
126,506
*
Simon R. Vernon⁽¹⁾⁽²⁾
213,328
*
John F. O'Callaghan⁽¹⁾⁽³⁾
134,506
*
Kevin Valentine⁽¹⁾
69,028
*
Robert W. Alspaugh
26,537
*
Malcolm P. Baker
43,550
*
David A. Coulter
23,221
*
Claude Germain
30,080
*
Kenneth Hanau
24,750
*
John S. Hextall
12,250
*
Robert L. Rosner
—
*
All directors and executive officers as a group
1,132,102
1.4%

~~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 other than Mr. Vernon, number of shares beneficially owned includes restricted shares granted in 2016, 2017 and 2018, as follows: Mr. Sondey (201,876); Mr. Burns (56,106); Mr. O’Callaghan (49,349); and Mr. Valentine (43,421).

~~(2)~~

~~Includes 62,968 shares owned by the Ogier Employee Benefit Trustee Limited in its capacity as trustee of the Third Triton Sub-Trust for benefit of Mr. Vernon.~~

~~(3)~~

~~Includes 33,583 shares owned by the Ogier Employee Benefit Trustee Limited in its capacity as trustee of the Third Triton Sub-Trust for benefit of Mr. O’Callaghan.~~

~~TABLE OF CONTENTS~~

Shares Beneficially Owned
Five Percent and Greater Shareholders
Number
Percent⁽¹⁾
Warburg Pincus Funds⁽²⁾
9,319,790
11.5%
Vestar Funds⁽³⁾
10,692,775
13.2%
Bharti Entities⁽⁴⁾
7,877,590
9.7%
The Vanguard Group⁽⁵⁾
4,634,610
5.7%

~~(1)~~

~~The percentages of beneficial ownership are based on 80,815,752 common shares (“Common Shares”) of Triton International Limited outstanding as of March 30, 2018.~~

~~(2)~~

Based on the Schedule 13G/A filed with the SEC on February 14, 2018 by Warburg. Common Shares shown as beneficially owned by Warburg Pincus Funds reflect record ownership of (i) 289,779 Common Shares held by Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (ii) 2,998,090 Common Shares held by Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership (“WP Callisto-II”), (iii) 3,023,417 Common Shares held by Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership (“WP Europa-II”), and (iv) 3,008,504 Common Shares held by Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership (“WP Ganymede-II”, together with WP X Partners, WP Callisto-II and WP Europa-II, the “WP Shareholders”). Warburg Pincus (Europa) X LLC, a Delaware limited liability company (“WP Europa”), is the general partner of WP Europa II. Warburg Pincus (Ganymede) X LLC, a Delaware limited liability company (“WP Ganymede”), is the general partner of WP Ganymede II. Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), is (i) the general partner of WP X Partners and WP Callisto-II, and (ii) the sole member of WP Europa and WP Ganymede. Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company (“WP LLC”, and together with the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC and WP, the “Warburg Pincus Entities”), is the manager of the WP Shareholders. The business address of the Warburg Pincus Entities is 450 Lexington Avenue, New York, New York 10017. Common Shares shown do not include Common Shares held by Bharti Global Limited, as to which Warburg has disclaimed beneficial ownership.

Charles R. Kaye and Joseph P. Landy, each Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy expressly disclaim beneficial ownership of all Common Shares held by the Warburg Pincus Entities.

~~(3)~~

Based on a Schedule 13D/A filed with the SEC on September 9, 2017 by Vestar. Common Shares shown as beneficially owned by Vestar Funds reflect record ownership of (i) 10,479,601 Common Shares held by Vestar-Triton (Gibco) Ltd., a Gibraltar Company (“Vestar Gibco”), and (ii) 200,924 Common Shares held by Vestar/Triton Investments III L.P., a Cayman Islands exempted limited partnership (“Vestar/Triton Investments”). Triton-Vestar Luxco S.a.r.l., a Luxembourg limited liability company (“Vestar Luxco”) is the sole member of Vestar Gibco. Vestar/Triton Investments Holdings L.P., a Cayman Islands exempted limited partnership (“Vestar Holdings”) is the sole member of Vestar Luxco. Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“Vestar Capital V”) is the general partner of Vestar Holdings. Vestar Associates V, L.P., a Scottish limited partnership (“Vestar Associates V”) is the general partner of Vestar Capital V. Vestar Managers V Ltd., a Cayman Islands exempted company (“VMV”) is the general partner of both Vestar Associates V and Vestar/Triton Investments. Vestar Management Corp. II, a Delaware corporation (“Vestar Management II,” together with Vestar Gibco, Vestar/Triton Investments, VCP, Vestar Luxco, Vestar Holdings, Vestar Capital V, Vestar Associates V and VMV, the “Vestar Entities”) holds all of the outstanding membership interests of VCP. The business address of the Vestar Entities is 245 Park Avenue, 41st Floor, New York, NY 10167.

~~TABLE OF CONTENTS~~

Daniel S. O’Connell is the sole director of VMV and the sole owner of Vestar Management II and, as a result, he may be deemed to control the Vestar Entities. Mr. O’Connell expressly disclaims beneficial ownership of all Common Shares held by the Vestar Entities.

~~(4)~~

Based on a Schedule 13D/A filed with the SEC on September 8, 2017 by Bharti Global Limited and Bharti Overseas Private Limited (the “Bharti Entities”). Common Shares shown as beneficially owned by the Bharti Entities reflect record ownership of 7,877,590 Common Shares held by Bharti Global Limited, a private limited company formed under the laws of Jersey (“BGL”). Bharti Overseas Private Limited, a private limited company formed under the laws of India (“BOPL”) is the sole shareholder of BGL. The business address of BGL is 1^st Floor, Le Masurier House, La Rue Le Masurier, St. Helier, Jersey, JE2 4YE. The business address of BOPL is Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi, Delhi, India, 110070.

March 16, 2022

~~(5)~~

Based on the Schedule 13G filed with the SEC on February 9, 2018 by The Vanguard Group. The Vanguard Group had sole voting power over 53,661 Common Shares, sole dispositive power over 4,578,798 Common Shares, and shared dispositive power over 55,812 Common Shares it beneficially owned as of December 31, 2017. The principal business office address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934 requires Triton’s officers and directors, and holders of more than ten percent of a registered class of Triton’s equity securities, to file reports of ownership of such securities with the Securities and Exchange Commission. Officers, directors and greater than ten percent beneficial owners are required by applicable regulations to furnish Triton with copies of all Section 16(a) forms they file.

~~Based on a review of the copies of Forms 3, 4 and 5 furnished to Triton, Triton believes that all~~ ~~Section 16(a) filing requirements applicable to its officers, directors and 10% holders were filed in a timely~~ ~~manner during 2017.~~

~~Certain Relationships and Related Party Transactions~~

Triton reviews all relationships and transactions in which it, its control persons and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such relationships and transactions.

Triton's Code of Conduct, Code of Ethics and Code of Ethics for Chief Executive and Senior Financial Officers discourage all conflicts of interest and provides guidance with respect to conflicts of interest. Under these codes, conflicts of interest occur when private or family interests interfere in any way, or even appear to interfere, with Triton’s interests. Triton’s restrictions on conflicts of interest under these codes include related person transactions.

Triton has multiple processes for reporting conflicts of interests, including related person transactions. Under its Code of Conduct and Code of Ethics, all employees are required to report any actual or apparent conflicts of interest, or potential conflicts of interest, to Triton's General Counsel, the Vice President of Human Resources, the Chief Financial Officer, the General Auditor or other Company management as deemed appropriate. This information is then reviewed by Triton’s Audit Committee, the Triton Board or its independent registered public accounting firm, as deemed necessary, and discussed with management. The following factors will generally be considered:

~~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.~~

Ultimately, all such transactions require approval or ratification by the Triton Board. Any member of the Triton Board who is a related person with respect to a transaction will be recused from the review of the transaction.

~~TABLE OF CONTENTS~~

In addition, Triton annually distributes a questionnaire to its executive officers and members of the Triton Board requesting certain information regarding, among other things, their immediate family members, employment and beneficial ownership interests. This information is then reviewed for any conflicts of interest under the Code of Conduct, Code of Ethics and Code of Ethics for Chief Executive and Senior Financial Officers. At the completion of the annual audit, Triton's Audit Committee and its independent registered public accounting firm reviews insider and related person transactions and potential conflicts of interest with management.

~~Sponsor Shareholders Agreements~~

In connection with the closing of the Merger of TCIL and TAL, the Company and the Sponsor Shareholders entered into the Sponsor Shareholders Agreements, which became effective upon the closing of the Merger. Under the Sponsor Shareholders Agreements, Warburg Pincus has the ongoing right to designate two individuals to serve on the Company’s Board, and Vestar has the ongoing right to designate one individual to serve on the Company’s Board, in each case subject to the approval by the Nominating and Corporate Governance Committee of any individuals so designated. Messrs. Coulter and Vernon are the designees of Warburg Pincus who currently serve on the Company’s Board, and Mr. Rosner is the designee of Vestar who currently serves on the Company’s Board. The rights of Warburg Pincus and Vestar to designate individuals to serve on the Holdco Board are subject to reduction as their respective ownership of Holdco common shares declines.

The Sponsor Shareholders Agreements provide that for so long as the Sponsor Shareholders hold more than 5% of the outstanding common shares of the Company, they and their affiliates will not, directly or indirectly, (i) acquire or propose to acquire additional equity securities (including derivatives) of the Company, subject to exceptions for share dividends and issuances of shares to the Company’s existing shareholders, (ii) offer, propose or enter into any merger, amalgamation, scheme of arrangement, business combination, recapitalization, tender or exchange offer, liquidation or other similar extraordinary transaction, or offer to acquire the Company (or instigate, encourage, facilitate, join or assist any third party to do any of the foregoing), (iii) solicit proxies or consents (except for any solicitation in furtherance of the recommendation of the Company’s Board), (iv) deposit any Company securities in a voting trust or subject any Company securities to a voting agreement or similar agreement (other than the Sponsor Shareholders Agreements), (v) submit shareholder proposals or call special shareholder meetings, (vi) form a “group” with, or otherwise act in concert with, any other Company shareholder in respect of the Company, or (vii) agree to take any of the foregoing actions, or request any waiver of the standstill or voting restrictions below other than through a confidential waiver request submitted to the Chief Executive Officer or Chairman of the Company that the Sponsor Shareholder making the request, after consulting legal counsel, would not reasonably expect to require (a) the Company or the Board to issue a public statement or (b) any public disclosure by such Sponsor Shareholder.

The Sponsor Shareholders Agreements further provide that, for so long as the Sponsor Shareholders own at least 5% of the outstanding shares of the Company, the Sponsor Shareholders will vote (a) 55% of their Common Shares in the same proportion as the votes cast by the shareholders of the Company who are not Sponsor Shareholders or their affiliates in any election or removal of directors (other than with respect to any contested election, any election or removal of a Warburg Pincus director or a Vestar director or any replacement thereof), and the remaining 45% of their Common Shares in favor of the slate of directors nominated by the Nominating and Corporate Governance Committee, and (b) 100% of their Common Shares in the same proportion as the votes cast by the shareholders of the Company who are not Sponsor Shareholders or their affiliates in any vote or consent on a shareholder proposal or any merger, amalgamation, scheme of arrangement, business combination, recapitalization, tender or exchange offer, liquidation or other similar extraordinary transaction, unless approved by a majority of the directors on the Board and, in the case of an extraordinary transaction, such extraordinary transaction provides equal treatment of all Common Shares.

The Sponsor Shareholders Agreements also govern Triton’s and the Sponsor Shareholders’ respective rights and obligations with respect to the registration for resale of Common Shares held by the Sponsor Shareholders following the mergers. For further information, please see the Company’s Registration Statement on Form S-4 filed with the SEC on December 24, 2015, as amended, under “Related Agreements - The Sponsor Shareholders Agreements.”

~~Indemnification Agreements~~

Indemnification agreements were entered into by the Company on July 12, 2016 (the “Indemnification Agreements”), in which the Company has agreed to provide each of Brian M. Sondey, John Burns, Simon R. Vernon, Marc A. Pearlin, Robert W. Alspaugh, Malcolm P. Baker, David A. Coulter, Claude Germain, Kenneth Hanau, John

~~TABLE OF CONTENTS~~

S. Hextall and Robert L. Rosner (each, an “Indemnitee”) with contractual assurance of each Indemnitee’s rights to indemnification against litigation risks and expenses, which indemnification is intended to be greater than that which is afforded by the Company’s organizational documents. Under the Indemnification Agreements, the Company agrees to indemnify and hold harmless, and provide advancement of expenses to, each Indemnitee against any and all expenses, liabilities and losses actually and reasonably incurred in connection with any actual, threatened, pending or completed legal proceedings arising out of, or by reason of, each Indemnitee’s service to the Company. Unless determined otherwise by a court of competent jurisdiction, the Company will indemnify and hold harmless any Indemnitee for all expenses, liabilities and losses actually and reasonably incurred by any such Indemnitee, or on any such Indemnitee’s behalf, in defending any such proceeding, if the relevant Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, the relevant Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

~~TABLE OF CONTENTS~~

~~MISCELLANEOUS~~

~~Shareholder Proposals~~

Under Securities and Exchange Commission rules, if a shareholder wishes to submit a proposal to be considered for inclusion in our proxy statement for the 2019 Annual General Meeting of Shareholders, the Company must receive the proposal in writing on or before December 5, 2018 unless the date of the 2019 Annual General Meeting of Shareholders is changed by more than 30 days from the date of the last annual general meeting, in which case the proposal must be received no later than a reasonable time before the Company begins to print and send its proxy materials. All proposals must comply with SEC Rule 14a-8 and should be sent to our Secretary, Triton International Limited, c/o Estera Services (Bermuda) Limited at Canon's Court, 22 Victoria Street, Hamilton HM12 Bermuda.

If a shareholder wishes to submit a proposal for business to be brought before the 2019 Annual General Meeting of Shareholders outside of SEC Rule 14a-8, including with respect to shareholder nominations of directors, notice of such matter must be received by the Company, in accordance with the provisions of the Company’s Bye-Laws, no earlier than January 2, 2019 and no later than February 1, 2019. Notice of any such proposal also must include the information specified in our Bye-Laws and should be sent to Secretary, Triton International Limited, c/o Estera Services (Bermuda) Limited at Canon's Court, 22 Victoria Street, Hamilton HM12 Bermuda. In addition to our Bye-Laws, please see the section titled Director Nomination Process for a description of the procedures to be followed by a shareholder who wishes to recommend a director candidate to the Nominating and Corporate Governance Committee for its consideration.

Additionally, under Bermuda law, shareholders holding not less than five percent of the total voting rights or 100 or more shareholders together may require us to give notice to our shareholders of a proposal to be submitted at an annual general meeting. Generally, notice of such a proposal must be received by us at our principal executive offices in Bermuda (located at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda) not less than six weeks before the date of the meeting and must otherwise comply with the requirements of Bermuda law.

~~Internet Availability of Proxy Materials~~

~~This Proxy Statement and the 2017 Annual Report are available on~~ ~~www.proxyvote.com~~.

~~Incorporation by Reference~~

To the extent that this Proxy Statement is incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, then the sections of this Proxy Statement entitled “Report of the Compensation Committee” and “Report of the Audit Committee” will not be deemed incorporated unless specifically provided otherwise in such filing. Information contained on or connected to our website is not incorporated by reference into this Proxy Statement or any other filing that we make with the SEC.

~~Householding of Proxy Materials~~

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for Proxy Statements with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers may household proxy materials, delivering a single Proxy Statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once shareholders have received notice from their broker or us that materials will be sent in the householding manner to the shareholders’ address, householding will continue until otherwise notified or until the shareholder revokes such consent. If, at any time, shareholders no longer wish to participate in householding and would prefer to receive a separate Proxy Statement, they should notify their broker if shares are held in a brokerage account or us if holding registered shares. Any beneficial owner can request (i) to receive a separate copy of an annual report or Proxy Statement for this meeting, (ii) to receive separate copies of those materials for future meetings, or (iii) if the shareholder shares an address and wishes to request delivery of a single copy of annual reports or Proxy Statements, you can make your request in writing to your broker.

~~TABLE OF CONTENTS~~

~~FORM 10-K~~

~~A COPY OF TRITON INTERNATIONAL LIMITED'S ANNUAL REPORT ON FORM 10-K FOR THE~~ ~~YEAR ENDED DECEMBER 31, 2017, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT~~ ~~CHARGE TO BENEFICIAL SHAREHOLDERS OR SHAREHOLDERS OF RECORD UPON WRITTEN~~ ~~REQUEST TO INVESTOR RELATIONS AT TRITON INTERNATIONAL LIMITED, CANON'S COURT~~,~~22 VICTORIA STREET, HAMILTON HM12, BERMUDA ATTN.: ESTERA SERVICES (BERMUDA)~~ ~~LIMITED.~~

~~April 4, 2018~~

By Order of the Board of Directors
~~Marc Pearlin~~

Carla L. Heiss

Secretary


2022 Proxy Statement			67

~~TABLE OF CONTENTS~~

Appendices

~~DIRECTIONS TO THE ANNUAL MEETING~~

~~DIRECTIONS TO THE CROWNE PLAZA, 66 HALE AVENUE, WHITE PLAINS, NEW YORK~~

~~FROM CONNECTICUT~~

Appendix A-Reconciliation of Non-GAAP Financial Measures

Non-GAAP Financial Measures

This proxy statement includes certain non-GAAP financial measures and certain financial measures computed using non-GAAP components, as defined by the SEC, including Adjusted EPS (Adjusted net income per share-dluted), Adjusted return on equity and Cash flow before capital expenditures. These measures are not prepared in accordance with GAAP and should not be considered as a substitute for the directly comparable GAAP measures, and our non-GAAP financial measures may be different from similar non-GAAP financial measures used by other companies. We have provided a reconciliation of our non-GAAP measures to the most directly comparable GAAP measures or ~~NEW YORK VIA I-95 (NORTH OR SOUTH):~~

~~Follow signs~~components.

We exclude the effects of certain tax adjustments and other items net of tax for ~~I-287 West (Cross Westchester Expressway). Take I-287 West~~purposes of presenting these measures because we believe these items are not attributable to ~~Exit 8 (Westchester Mall Place / White Plains). At Exit 8 merge onto Westchester Avenue westbound~~our business operations. In addition to using these measures as compensation performance metrics, management utilizes these measures when analyzing financial performance because they reflect the underlying operating results that are within management’s ability to influence. Accordingly, we believe presenting this information provides investors and ~~continue straight~~other users of our financial statements with meaningful supplemental information for ~~0.8 mile~~purposes of analyzing year-to-year financial performance on a comparable basis and ~~then turn left onto Bloomingdale Road. After 0.2 mile at second traffic light, turn right onto Maple Avenue. Take second right onto Hale Avenue. Hotel and parking garage is 200 ft. on the right.~~

~~FROM CONNECTICUT VIA MERRITT PARKWAY:~~

Merritt Parkway South to Hutchinson River Parkway South. Take Hutchinson River Parkway South to Exit 26W (Westchester Avenue West/I-287 West/White Plains). Merge onto Westchester Avenue then immediately get into the left lane and merge onto I-287 West via the left lane entrance ramp. Continue on I-287 for approximately 0.2 mile to Exit 8 (Westchester Mall Place / White Plains). At Exit 8 merge onto Westchester Avenue westbound and continue straight for 0.8 mile and then turn left onto Bloomingdale Road. After 0.2 mile at second traffic light, turn right onto Maple Avenue. Take second right onto Hale Avenue. Hotel and parking garage is 200 ft. on the right.

~~FROM WEST SIDE OF MANHATTAN:~~

West Side Highway to Henry Hudson Parkway (Route 9) North to Saw Mill River Parkway North (the Henry Hudson becomes the Saw Mill River Parkway). Follow the Saw Mill River Parkway to Exit 4, Cross County Parkway East. Take Cross County Parkway East to exit for Hutchinson River Parkway North. Take Hutchinson River Parkway North to Exit 26W toward I-287 West. Take I-287 West to Exit 8 (Westchester Mall Place / White Plains). At Exit 8 merge onto Westchester Avenue westbound and continue straight for 0.8 mile and then turn left onto Bloomingdale Road. After 0.2 mile at second traffic light, turn right onto Maple Avenue. Take second right onto Hale Avenue. Hotel and parking garage is 200 ft. on the right.

~~FROM QUEENS/LONG ISLAND-WHITESTONE & THROGS NECK BRIDGES:~~

~~Whitestone Bridge:~~

After bridge tolls, bear left for Hutchinson River Parkway North. Take Hutchinson River Parkway North to Exit 26W (I-287 West). Take I-287 West to Exit 8 (Westchester Mall Place / White Plains). At Exit 8 merge onto Westchester Avenue westbound and continue straight for 0.8 mile and then turn left onto Bloomingdale Road. After 0.2 mile at second traffic light, turn right onto Maple Avenue. Take second right onto Hale Avenue. Hotel and parking garage is 200 ft. on the right.

~~Throgs Neck Bridge:~~

After bridge tolls, bear right for I-95 (New England Thruway). Take Exit 9, Hutchinson River Parkway North. Take Hutchinson River Parkway North to Exit 26W toward I-287 West. Take I-287 West to Exit 8 (Westchester Mall Place / White Plains). At Exit 8 merge onto Westchester Avenue westbound and continue straight for 0.8 mile and then turn left onto Bloomingdale Road. After 0.2 mile at second traffic light, turn right onto Maple Avenue. Take second right onto Hale Avenue. Hotel and parking garage is 200 ft. on the right.

assessing trends.

Non-GAAP Reconciliation of Adjusted Net Income/Adjusted EPS
(In thousands, except per share amounts)


	Twelve Months Ended,
	December 31, 2021		December 31, 2020		December 31, 2019		December 31, 2018		December 31, 2017
Net income (loss) attributable to common shareholders	$	484,500	$	288,417	$	339,041	$	349,555	$	344,598
Add (subtract):
Unrealized (gain) loss on derivative instruments, net	—		282		3,063		384		(1,150)
Debt termination expense	131,818		21,522		2,105		5,444		5,739
Insurance recovery income	—		—		—		—		(5,567)
Transaction and other costs (income)	—		—		—		79		7,631
Gain on sale of building	—		—		—		(16,316)		—
One-time tax benefit related to U.S. statutory rate reduction	—		—		—		—		(139,359)
State and other income tax adjustments	(1,453)		1,390		(517)		(881)		(393)
Tax benefit from vesting of restricted shares	(683)		(390)		(2,037)		—		—
Tax adjustments related to intra-entity asset transfer	—		8,629		—		24,728		—
Adjusted net income	$	614,182	$	319,850	$	341,655	$	362,993	$	211,499
Adjusted net income per share – Diluted	$	9.16	$	4.61	$	4.57	$	4.52	$	2.78
Weighted average number of common shares outstanding – Diluted	67,068		69,345		74,700		80,364		76,188


A-1			TRITON

APPENDICES

Calculation of Adjusted Return on Equity
(In thousands)


	Twelve Months Ended
	December 31, 2021		December 31, 2020		December 31, 2019		December 31, 2018		December 31, 2017
Adjusted net income	$	614,182	$	319,850	$	341,655	$	362,993	$	211,499

Average Shareholders’ equity	$	2,187,185	$	2,010,255	$	2,136,109	$	2,174,714	$	1,799,188

Adjusted return on equity	28.1%		15.9%		16.0%		16.7%		11.8%

Non-GAAP Reconciliation of Cash Flow before Capital Expenditures (in thousands)


	Twelve Months Ended,
	December 31, 2021		December 31, 2020		December 31, 2019
Adjusted pre-tax Income	$	711,308	$	393,039	$	385,888
Interest and debt Expense	222,024		252,755		313,933
Depreciation and amortization	626,240		542,128		536,131
Adjusted EBITDA	1,559,572		1,187,922		1,235,952
Principal payments on Finance Leases	74,117		80,212		73,429
NBV of container disposals	110,018		217,331		190,255
Major cash in flows	1,743,707		1,485,465		1,499,636
Interest and debt Expense	(222,024)		(252,755)		(313,933)
Preferred stock dividends	(45,740)		(41,362)		(13,646)
Cash flow before capex	$	1,475,943	$	1,191,348	$	1,172,057

~~TABLE OF CONTENTS~~


2022 Proxy Statement			A-2

~~TABLE OF CONTENTS~~




Triton International Limited Victoria Place, 5th Floor 31 Victoria Street Hamilton, HM 10 Bermuda https://www.tritoninternational.com

INTENTIONALLY LEFT BLANK

	2.	~~ratify the appointment~~

DATE AND TIME April 26, 2022, at 12:00 p.m., Eastern Daylight Time.			PLACE Virtual Shareholder Meeting at www.virtualshareholdermeeting.com/TRTN2022	RECORD DATE Close of ~~KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;~~business on March 1, 2022.

	3.	~~hold an advisory~~
VOTING Shareholders as of the record date are entitled to vote. Each common share is entitled to one vote onfor each director nominee and one vote for each of the ~~compensation~~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 meeting webcast.


Items to be Voted on


PROPOSAL 1 Election of ~~our~~Directors The Board recommends you vote FOReach nominee	PROPOSAL 2 Advisory Vote to Approve the Compensation of Named Executive ~~Officers;~~Officers The Board recommends you vote FOR this proposal	PROPOSAL 3 Appointment of Independent Auditors and Authorization of Remuneration The Board recommends you voteFOR this proposal

	3.	~~“FOR”~~ ~~the approval~~
Triton has a history of strong say-on-pay results. In 2021, approximately 96% of the votes cast on our say-on-pay proposal were cast in support of the 2020 compensation of our Named Executive ~~Officers~~Officers. Although the vote was non-binding, we believe that this level of approval indicates that our shareholders strongly support our executive compensation program and policies. The Compensation and Talent Management Committee of our Board regularly reviews and refines our executive compensation program to ensure it remains competitive, supports strategic objectives, appropriately aligns executive and shareholder interests and rewards performance. As part of this review, the Committee has made changes to our annual incentive and equity incentive programs for 2022 as described later in this ~~Proxy Statement.~~proxy statement in the “Compensation Discussion and Analysis” section.			~98%
			Five-Year Average Shareholder Support of Say-on-Pay Proposal



Board Changes in Last 2 Years	Diversity of newly added Directors	Skills of newly added Directors
2 new independent directors have been added to the Board	~~Age~~2 new directors are racially/ethnically diverse	~~Position~~	Global Supply Chain
1 director has left the Board	~~Director Since~~2 new directors are female		Audit Financial Expertise
			IT and Cybersecurity



Largest intermodal container leasing and sales company in the world						7.3 million twenty-foot equivalent units (“TEU”) of containers



Leased containers from 151locations in 43different countries in 2021						Sold containers from 293locations in 81different countries in 2021

	~~Sincerely,~~

	~~Brian M. Sondey~~ ~~Chairman and Chief Executive Officer~~

	1.	~~elect nine directors identified in the accompanying Proxy Statement to the Board~~
Notice of ~~Directors to serve until the 2019~~ Annual General Meeting of Shareholders ~~or until their respective successors are elected and qualified;~~

	~~By Order of the Board of Directors,~~
	~~Marc Pearlin~~ ~~Secretary~~



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 26, 2022: Triton's Proxy Statement and 2021 Annual Report are available at www.proxyvote.com.


Triton International achieved an extraordinary year in 2021. Like everyone, Triton faced significant challenges and uncertainty due to the ongoing pandemic. The market we serve, global containerized trade, was highly impacted by disruptions to transportation productivity and further strained by changes in consumer spending patterns, which created a surge in demand for goods. Triton responded to these unprecedented challenges by providing critically needed support for our customers. We supplied large numbers of containers to virtually every major shipping line in the world, and we invested heavily in our container fleet to maintain our deep stand-by supply capacity.
			“Triton’s strong performance in 2021 reflects the strength of our business model and our leadership position in the container leasing industry.”


“Our Board is deeply engaged, with a focus on key levers that drive long-term value creation, including major investment decisions, capital management, long-term business strategy, talent development and leadership succession planning.”			Triton’s Board also works with our management team to ensure Triton remains a good corporate citizen. We believe global trade is a positive force for the world, increasing global economic growth and expanding prosperity and opportunity. Our role in making global trade more efficient and resilient to shocks like the pandemic supports this power of trade. We are also focused on making a positive impact on our business of container leasing, and in particular, we continue to work closely with our container manufacturing suppliers to reduce the environmental impact of container production. We work hard to provide our global team with an inclusive, respectful and rewarding work environment and seek to support the communities where we operate.




Brian M. Sondey Chairman and Chief Executive Officer			Robert L. Rosner Lead Independent Director


NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			4

A LETTER FROM OUR CHAIRMAN AND CEO AND OUR LEAD INDEPENDENT DIRECTOR			4

PROXY SUMMARY			7
Annual Meeting Agenda and Voting Recommendations			7
Director Nominees			7
Board Snapshot			8
Director Nominee Qualifications and Experience			8
Corporate Governance Highlights			9
2021 Social Highlights			10
2021 Financial and Operating Performance Highlights			11
Executive Compensation Highlights			12

PROPOSAL 1: ELECTION OF DIRECTORS			14
Board Composition			14
Director Nominees			15
Board Refreshment, Director Selection and Nomination Process			20

CORPORATE GOVERNANCE			22
Corporate Governance Framework			22
Board Independence			23
Board Leadership Structure			23
Board Committees			24
Annual Board and Committee Self-Assessment Process			25
Director Engagement			26
Certain Relationships and Related Person Transactions			27
Shareholder Outreach and Engagement			28
Key Areas of Board Oversight			29

COMPENSATION OF DIRECTORS			35

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			37

EXECUTIVE COMPENSATION			38
Compensation Discussion and Analysis			38
Report of the Compensation and Talent Management Committee			52
Executive Compensation Tables			53
CEO Pay Ratio			57

	o
☐			Preliminary Proxy Statement


STEADY FLEET GROWTH (TEU in millions)


			EXECUTIVE LEADERSHIP EXPERIENCE


			CONTAINER LEASING/LOGISTICS/ TRANSPORTATION/SUPPLY CHAIN


PROPOSAL 3: APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF REMUNERATION			58
Audit Fees			58
Pre-Approval Policies and Procedures			58
Report of the Audit Committee			59

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS			60
Delinquent Section 16(a) Reports			61

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			62

MISCELLANEOUS			66
Shareholder Proposals for the 202 3 Annual Meeting			66
Householding of Proxy Materials			66
Forward-Looking Statements			66
Annual Report on Form 10-K			67
Adjournment o f t he 2022 Annual General Meeting o f Shareholders			67
Other Business			67

APPENDICES			A-1
Appendix A-Reconciliation of Non-GAAP Financial Measures			A-1


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	54	2016


Robert W. Alspaugh Former Chief Executive Officer, KPMG International	75	2016


Malcolm P. Baker Robert G. Kirby Professor, Harvard Business School	52	2016


Annabelle Bexiga Former Chief Information Officer, Commercial Insurance, AIG	60	2020


Claude Germain Principal and Managing Partner, Rouge River Capital	55	2016


Kenneth Hanau Managing Director, Bain Capital	56	2016


John S. Hextall Former CEO, Kuehne & Nagel North America	65	2016


Niharika Ramdev Former Chief Financial Officer, Global Cadillac, General Motors	52	2021


Robert L. Rosner - Lead Independent Director Co-President, Vestar Capital Partners	62	2015


Simon R. Vernon Former President, Triton International Limited	63	2016


Recent Governance Changes We regularly review our governance policies and practices and incorporate valuable feedback from our shareholders in our decision making processes to ensure that our practices remain aligned with the high standards we set for ourselves across our operations. Recent governance changes include: •Focus on Board Diversity – 20% of our Board is diverse and our Board’s commitment to continuing to enhance Board diversity is ongoing •Enhanced Share Ownership Guidelines – In 2021, we increased the share ownership guideline for non-employee directors to further align the interests of our directors with those of shareholders •ESG/Sustainability – we amended the Nominating and Corporate Governance Committee charter to add ESG oversight duties to its responsibilities •Human Capital – we amended the Compensation and Talent Management Committee charter to add oversight of human capital management activities, including talent management and development, Company culture and diversity and inclusion to its responsibilities



Significant Asset Growth, Leading Market Share of Leasing Transactions and Extended Lease Durations

We invested over $3.6 billion in new equipment in 2021, which drove an asset growth rate of over 30%. We led the ~~ratification~~market with our share of new container leasing transactions and achieved substantial increases in new lease durations while placing a significant portion of used containers on attractive lifecycle leases.



Lower Interest Costs and Investment Grade Credit Ratings

We refinanced $3.8 billion of long-term debt in 2021 to support the rapid growth of our container fleet and reduce our financing costs. Over the course of the ~~appointment~~year, we reduced our average effective interest rate by 0.90% to 2.91% as of ~~KPMG LLP as our independent registered public accounting firm for the fiscal year ending~~ December 31, ~~2018;~~2021. Additionally, we transitioned our capital structure to primarily unsecured debt following the upgrade of our credit ratings to investment grade. These actions have allowed us to lock-in a substantial expansion of our leasing margin and will provide future financing cost and efficiency benefits.



PROPOSAL 1	Election of Directors
		The Board recommends a vote “FOR” the election of the nominees listed on the following pages to the Board of Directors.




Brian M. Sondey	50	is our Chairman and Chief Executive Officer, and ~~Director~~	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 Mr. Sondey holds an MBA from The Stanford Graduate School of Business and a BA degree in Economics from Amherst College. Specific Qualifications, Attributes, Skills and Experience Mr. Sondey brings to the Board extensive industry, Company and operational experience from serving as our CEO, and prior to that from having served as the CEO of TAL. He has a breadth of experience managing a global business and in the areas of corporate finance and capital allocation, risk management, human capital management, strategic planning and mergers and acquisitions, as well as subject matter knowledge in the areas of logistics and international trade. As our CEO, he provides our Board with valuable perspectives regarding our business, strategy and performance and strengthens the Board of Directors’ collective knowledge, capabilities, and experience.




Robert W. Alspaugh⁽¹⁾	70	~~Director~~	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 Mr. Alspaugh received his B.B.A. degree in accounting from Baylor University, where he graduated summa cum laude. Specific Qualifications, Attributes, Skills and Experience Mr. Alspaugh brings to the Board knowledge and experience in a variety of areas, including extensive financial, accounting and auditing expertise, as well as a deep understanding of corporate finance, strategy, economics, international business and extensive public company board experience that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.




Malcolm P. Baker⁽¹⁾	48	~~Director~~	has served as a director since July ~~2016~~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 Mr. Baker holds a BA in applied mathematics and economics from Brown University, an M.Phil. in finance from Cambridge University, and a Ph.D in business economics from Harvard University. Specific Qualifications, Attributes, Skills and Experience Mr. Baker brings to the Board knowledge and experience in a variety of areas, including corporate finance, economics, capital markets and financial risk management both from an academic and finance industry perspective that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.




70Annabelle 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. Educational Background Ms. Bexiga received her B.S. degree with a concentration in Computer Science from Seton Hall University and an Executive MBA from Rutgers University, Singapore. Specific Qualifications, Attributes, Skills and Experience Ms. Bexiga brings to the Board knowledge and experience in a variety of areas, including information 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.


~~Director~~
~~October 2015~~
Claude Germain⁽²⁾⁽³⁾	50	~~Director~~	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. Mr. Germain is the founder, Principal and Managing Partner of Rouge River Capital, an investment firm established in 2009 focused on acquiring controlling interests in a diversified portfolio of mid-market businesses spanning the trucking, manufacturing, dealership, real estate and leasing industries. From 2011 to 2013, Mr. Germain was also President and CEO of SMTC Corporation, a global manufacturer of electronics based in Canada 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 was named Canadian Executive of the Year in Logistics. Educational Background Mr. Germain holds an MBA from Harvard Business School and a Bachelor of Engineering Physics (Nuclear) from Queen’s University. Specific Qualifications, Attributes, Skills and Experience Mr. Germain brings to the Board knowledge and experience in a variety of areas, including logistics, transportation, distribution, risk management and strategic planning and corporate governance that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.




Kenneth Hanau⁽¹⁾ 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 $155 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 also a director of Diversey, Inc., a provider of hygiene, infection prevention and cleaning solutions. Mr. Hanau is a certified public accountant and started his career with Coopers & Lybrand. Educational Background Mr. Hanau received his B.A. with honors from Amherst College and his M.B.A. from Harvard Business School. Specific Qualifications, Attributes, Skills and Experience Mr. Hanau brings to the Board knowledge and experience in a variety of areas, including corporate finance, capital markets, accounting, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.


52
~~Director~~			~~July 2016~~
John S. Hextall⁽²⁾ has served as a director since July 2016. Mr. Hextall is President and founder of Steers, Inc., a strategy and management consulting firm established in 2016. He is also President and founder of Steers Property Management, LLC, a property investment firm established in 2019. He served as Chief Executive Officer of Shanghai based De Well Group, a privately held logistics company, from October 2016 to September 2021. From 2010 to 2016, Mr. Hextall served as President and CEO of the North American Region of Kuehne + Nagel, Inc., a leading global transportation and logistics provider. He also served as CEO of Nacora Insurance Brokers Inc. Prior to his role at Kuehne + Nagel, Inc., Mr. Hextall had a wide-ranging, 17-year career at UTi Worldwide Inc., a supply chain management company, including serving as a member of UTi’s Executive Management Board from 2005 to 2009, Executive Vice President and President of Freight Forwarding from 2008 to 2010, Executive Vice President and Chief Operating Officer from 2007 to 2008 and Executive Vice President and Global Leader of Client Solutions & Delivery from 2006 to 2007. Since 2016, he has also served as a nominee of CPP Investments on the board of directors of Pacific National in Sydney, Australia. Educational Background Mr. Hextall received a Bachelor of Science, Combined Honors Degree in Transport Planning & Operations, Urban Planning and Computer Science, at the Faculty of Engineering from Aston University in Birmingham, UK. Specific Qualifications, Attributes, Skills and Experience Mr. Hextall brings to the Board knowledge and experience in a variety of areas, including logistics, international transportation (sea and air freight), customs and compliance, distribution, risk management and strategic planning that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.


61

~~Director~~Niharika Taskar Ramdev has served as a director of the Company since August 2021. Ms. Ramdev spent over two decades with General Motors (“GM”), including several senior finance management positions beginning in 2011. From January 2018 to April 2019, Ms. Ramdev served as Chief Financial Officer for the Global Cadillac division of GM. From July 2015 to January 2018, she served as Chief Financial Officer for General Motors International. From April 2014 to June 2015, Ms. Ramdev served as Vice President of Finance and Treasurer for GM. From August 2011 to March 2014, she served as Chief Financial Officer for Global Purchasing and Supply Chain. Ms. Ramdev also serves on the Board of Directors of XL Fleet Corp., a provider of fleet electrification solutions for commercial vehicles in North America, and Renewable Energy Group, Inc., a producer and supplier of renewable fuels. Educational Background Ms. Ramdev received her undergraduate degree from the University of Mumbai and an M.B.A. from Harvard Business School. Specific Qualifications, Attributes, Skills and Experience Ms. Ramdev brings to the Board knowledge and experience in a variety of areas, including finance, risk management, supply chain and international operations experience that strengthens the Board of Directors’ collective knowledge, capabilities and experience.


~~July 2016~~

Robert L. Rosner⁽³⁾			58	~~Lead Director~~	has served as a director since October 2015
~~Simon R. Vernon~~⁽⁴⁾	59	and is our Lead Independent Director	~~July 2016~~

	~~(3)~~	~~Member~~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. He is a Founding Partner and Co-President of Vestar Capital Partners, Inc. In 2000, Mr. Rosner established Vestar Capital Partners’ operations in Europe and served as President of Vestar Capital Partners Europe until 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 Stratus. Mr. Rosner previously served as a director of Civitas Solutions and Institutional Shareholder Services Inc. Educational Background Mr. Rosner received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School of the University of Pennsylvania. Specific Qualifications, Attributes, Skills and Experience Mr. Rosner brings to the Board knowledge and experience in a variety of areas, including international business, corporate finance, capital markets, strategic planning, risk management and corporate governance that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

	~~(4)~~


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, ~~resigned~~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 ~~as President effective~~on February 28, 2018. ~~He remains~~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 ~~director.~~manager in the owner’s brokering department at Yamamizu Shipping Company Limited from 1982 to 1984 and as a ship broker with Matheson Charting Limited from 1980 to 1982. Mr. Vernon is also a director of Through Transport Club (Bermuda) and Tristar Container Services (Asia) Pvt. Limited, a joint venture between Triton and Marine Container Services (I) Pvt. Limited. Educational Background Mr. Vernon holds a B.A. from Exeter University in England. Specific Qualifications, Attributes, Skills and Experience Mr. Vernon brings to the Board knowledge and experience in a variety of areas, including extensive industry knowledge as a former senior executive of our company and other leading container leasing companies, as well as logistics, human capital management, strategic planning, risk management and mergers and acquisitions experience that strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Common Shares Awards ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Robert W. Alspaugh	90,000	154,921	—	244,921
Malcolm P. Baker	75,000	154,921	—	229,921
David A. Coulter	85,000	154,921	—	239,921
Claude Germain	95,000	154,921	—	249,921
Kenneth Hanau	75,000	154,921	—	229,921
John S. Hextall	75,000	154,921	—	229,921
Robert L. Rosner⁽⁴⁾	95,000	154,921	—	249,921

	Revenue (Year Ended 12/31/2017)	Total Assets (As of 12/31/2017)	Market Capitalization (As of 12/31/2017)
33^rd Percentile	1,030.0	1,670.9	1,531.1
Median	1,376.9	2,247.5	1,691.8
66^th Percentile	2,046.9	7,422.4	2,355.6
Triton International Limited	1,163.5	9,578.0	3,021.8

Name	Post September 2016 Base Salary Rate	2017 Base Salary	Increase to Base Salary
Brian M. Sondey⁽¹⁾⁽³⁾	$800,000	$800,000	0.0%
John Burns⁽²⁾⁽³⁾	$425,000	$425,000	0.0%
Simon R. Vernon⁽³⁾⁽⁴⁾	£415,000	£415,000	0.0%
John F. O'Callaghan⁽³⁾⁽⁴⁾	£290,200	£290,200	0.0%
Kevin Valentine⁽³⁾	$330,000	$330,000	0.0%