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

Consolidated financial performance
Result⁽¹⁾
Target
Adjusted net income
$363 million
$295 million
Adjusted return on equity
16.7%
13.5%
Growth in revenue earning assets
8.8%
5.0%
program over the last three years.

2020 Executive Compensation Snapshot

Reflecting our pay-for-performance compensation philosophy, the strong results delivered to shareholders despite extraordinary challenges caused by the COVID-19 pandemic resulted in above-target payouts of annual incentive awards. The following table summarizes the compensation awarded to our Named Executive Officers for 2020. For further information, see the “Compensation Discussion and Analysis” section starting on page 23 and the Summary Compensation Table on page 36.

Name	Base Salary	Bonus	Annual Cash Incentive⁽¹⁾	Long Term Incentive Compensation⁽²⁾	All Other Compensation	Total
Brian M. Sondey	$950,000	$—	$1,624,975	$2,384,880	$16,040	$4,975,895
John Burns	$475,000	$—	$416,955	$486,798	$21,914	$1,400,667
John F. O’Callaghan⁽³⁾	$475,650	$—	$519,552	$447,465	$24,932	$1,467,599
Kevin Valentine	$385,000	$—	$420,536	$437,650	$15,283	$1,258,469
Carla Heiss⁽⁴⁾	$400,000	$—	$351,120	$—	$14,526	$765,646

(1)

~~(1)~~

~~See Reconciliation of Non-GAAP Financial Measures on page A-1.~~Represents annual incentive awards earned under the 2020 annual incentive plan.

~~Summary of the~~ ~~Current~~ ~~Named Executive Officers’ Actual 2018 Compensation~~

Name
Base Salary
Annual Cash Incentive
LTIC
Other
Total
Brian M. Sondey
$
900,000

$
1,548,000

$
2,006,536

$
18,791

$
4,473,327

John Burns
$
440,000

$
427,680

$
444,364

$
15,915

$
1,327,959

John O’Callaghan⁽¹⁾
$
425,973

$
414,045

$
382,267

$
39,313

$
1,261,598

Kevin Valentine
$
355,000

$
419,610

$
358,339

$
14,542

$
1,147,491

Marc Pearlin
$
337,500

$
198,450

$
238,917

$
16,229

$
791,096

(2)	~~(1)~~Represents grant date fair value of the equity awards in accordance with FASB ASC-718 “Compensation—Stock Compensation.”

(3)	Mr. O’Callaghan’s Base Salary, Annual Cash Incentive and All Other Compensation amounts shown in the table use a conversion rate of USD ~~1.2764~~1.334 to GBP 1.0.

(4)	Ms. Heiss joined the Company on December 1, 2019 and received an equity incentive award at the time of her hire intended to cover the 2020 fiscal period. Therefore, she did not receive an equity incentive award in 2020.

TABLE OF CONTENTS

~~Independent Registered Public Accounting Firm~~

~~The~~

CORPORATE GOVERNANCE

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

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

Type of Fees
2018
2017
Audit Fees
$
1,826,177

$
1,914,632

Audit-Related Fees

—

268,000

Tax Fees

573,000

324,400

All Other Fees

194,900

299,900

Total Fees
$
2,594,077

$
2,806,932

Corporate Governance Framework

~~TABLE OF CONTENTS~~

~~PROPOSAL 1~~
~~ELECTION OF DIRECTORS~~

At the Annual General Meeting (“Annual Meeting”), the shareholders will elect ten directors to serve until the 2020 Annual Meeting of shareholders or until their respective successors are elected and qualified. In the absence of instructions to the contrary, a properly signed and dated proxy will vote the shares represented by that proxy “~~FOR~~~~” the election of the ten nominees named below.~~

Assuming a quorum is present, each nominee will be elected as a director of Triton if such nominee receives the affirmative vote of the holders of a majority of the common shares present in person or by proxy at the Annual Meeting and entitled to vote. All nominees are currently incumbent directors. Shareholders are not entitled to cumulate votes in the election of directors. All nominees have consented to serve as directors, if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by our Board of Directors. As of the date of this Proxy Statement, ourTriton’s Board of Directors ~~has no reason~~provides oversight, strategic direction, and counsel to ~~believe that~~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. Its responsibilities include the following:

Reviewing and approving our major financial objectives and capital allocation strategy, strategic and operating plans, strategic transactions with third parties and other significant actions.

Overseeing the conduct of our business.

Assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted.

Overseeing our processes for maintaining the integrity of ~~the persons named below will be unable or unwilling to serve as a nominee or as a director if elected. The names of the nominees, their ages,~~our financial statements and ~~certain~~ other ~~information about them are set forth below:~~

Nominee
Age
Director
Since
Independent
Audit
Committee
Compensation
and
Talent
Management
Committee
Nominating
and
Corporate
Governance
Committee
Brian M. Sondey - Chairman and CEO
51
2016

Robert W. Alspaugh
72
2016
Yes

Karen Austin
57
2019
Yes

Malcolm P. Baker
49
2016
Yes

David A. Coulter
71
2015
Yes

Claude Germain
52
2016
Yes

Kenneth Hanau
53
2016
Yes

John S. Hextall
62
2016
Yes

Robert L. Rosner - Lead Independent Director
59
2015
Yes

Simon R. Vernon
60
2016

public disclosures.

Overseeing compliance with laws and ethical standards.

	~~Chair~~
	~~Member~~

Developing and implementing robust corporate governance practices.

~~Brian M. Sondey~~ ~~is our Chairman~~

Overseeing management’s performance and compensation, human capital management and succession planning for the Chief Executive Officer and ~~has served as a director since July 2016. Upon the closing of the merger of Triton Container International Limited (“TCIL”)~~other senior leadership positions.

Overseeing our environmental and ~~TAL International Group, Inc. (“TAL”) in July 2016, Mr. Sondey, who had served as the Chairman, President~~corporate social responsibility strategies and Chief Executive Officer of TAL since 2004, became the Chairman and Chief Executive Officer of Triton. Mr. Sondey joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Corporate Development. He then joined TAL International Container Corporation in November 1998 as Senior Vice President of Business Development. In September 1999, Mr. Sondey became President of TAL International Container Corporation. Prior to his work with Transamerica Corporation and TAL International Container Corporation, Mr. Sondey worked as a Management Consultant at the Boston Consulting Group and as a Mergers & Acquisitions Associate at J.P. Morgan. Mr. Sondey holds an MBA from The Stanford Graduate School of Business and a BA degree in Economics from Amherst College.

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

~~Robert W. Alspaugh~~ has served as a director of the Company since July 2016 and is the Chair of the Audit Committee. Mr. Alspaugh also has served as a director of TCIL since 2012. Mr. Alspaugh had a 36-year career with KPMG LLP, including serving as the senior partner for a diverse array of companies across a broad range of industries. Mr. Alspaugh has worked with global companies both in Europe and Japan, as well as with those headquartered in the United States. Between 2002 and 2006, when Mr. Alspaugh served as Chief Executive Officer of KPMG International, he was responsible for implementing the strategy of KPMG International, which includes member firms in nearly 150 countries with more than 100,000 employees. Prior to this position, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. Practice from 1998 to 2002. Mr. Alspaugh currently serves on the boards of directors

activities.

~~TABLE OF CONTENTS~~

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

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

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

~~Malcolm P. Baker~~ has served as a director since July 2016. Mr. Baker also served as a director of TAL from September 2006 to July 2016. Mr. Baker is the Robert G. Kirby Professor at the Harvard University Graduate School of Business, and the director of research at Acadian Asset Management. From 2011 through 2018 he was the director of the corporate finance program at the National Bureau of Economic Research. Mr. Baker holds a BA in applied mathematics and economics from Brown University, an M.Phil. in finance from Cambridge University, and a Ph.D. in business economics from Harvard University.

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

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

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

~~Claude Germain~~ has served as a director since July 2016 and is the Chair of the Compensation and Talent Management Committee. Mr. Germain also served as a director of TAL from February 2009 to July 2016. Since 2010, Mr. Germain has been a principal in Rouge River Capital, an investment firm focused on acquiring controlling stakes in private midmarket transportation and manufacturing companies. From 2011 to 2013, Mr. Germain was also President and CEO of SMTC Corporation (Nasdaq: SMTX), a global manufacturer of electronics based in Markham, Ontario.

~~TABLE OF CONTENTS~~

From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, where he was accountable for Schenker’s Canadian business. DB Schenker is one of the largest logistics service providers in the world. Prior to that, Mr. Germain was the President of a Texas-based third-party logistics firm and a management consultant specializing in distribution for The Boston Consulting Group. In 2002 and 2007, Mr. Germain won Canadian Executive of the Year in Logistics. Mr. Germain holds an MBA from Harvard Business School and a Bachelor of Engineering Physics (Nuclear) from Queen’s University.

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

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

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

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

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

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

~~TABLE OF CONTENTS~~

Mr. Rosner also heads Vestar Capital Partners’ Business Services and Industrial Products Groups. In 2000, Mr. Rosner moved to Paris to establish Vestar Capital Partners’ operations in Europe and served as President of Vestar Capital Partners Europe from 2000 - 2011, overseeing the firm’s affiliate offices in Paris, Milan and Munich. Prior to the formation of Vestar Capital Partners, Mr. Rosner was a member of the Management Buyout Group at The First Boston Corporation. He is a director of Civitas Solutions and Edward Don & Company. Mr. Rosner previously served as a director of Institutional Shareholder Services Inc., Group OGF, Seves S.p.A., Sunrise Medical Inc., Tervita Corporation and 21st Century Oncology, Inc. In addition to his corporate board positions, Mr. Rosner previously served as a member of the Graduate Executive Board of The Wharton School of the University of Pennsylvania and previously served on the Board of Trustees of The Lawrenceville School. He received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School of the University of Pennsylvania.

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

~~Simon R. Vernon~~ has served as a director since July 2016. Upon the closing of the merger of TCIL and TAL in July 2016, Mr. Vernon, who had served as the President and Chief Executive Officer of TCIL since 2003, became the President of Triton, a position which he held until he retired on February 28, 2018. Before being named President and Chief Executive Officer of TCIL, Mr. Vernon served as Executive Vice President of TCIL beginning in 1999, Senior Vice President beginning in 1996 and Vice President of Global Marketing beginning in 1994. Mr. Vernon also served as Director of Marketing of TCIL beginning in 1986, responsible for Southeast Asia and China and, beginning in 1991, for all of the Pacific basin. He was named Vice President, Marketing, responsible for the Pacific basin, in 1993. Prior to joining TCIL, Mr. Vernon served as chartering manager at Jardine Shipping Limited from 1984 to 1985, as a manager in the owner’s brokering department at Yamamizu Shipping Company Limited from 1982 to 1984 and as a ship broker with Matheson Charting Limited from 1980 to 1982. Mr. Vernon is also a director of Through Transport Club (Bermuda). He holds a B.A. from Exeter University in England.

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

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

~~TABLE OF CONTENTS~~

~~CORPORATE GOVERNANCE~~

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

Highlights of our corporate governance practices include:

✔

Annual Election of Directors

✔

Annual Board and Committee ~~Self-Evaluations~~Self-Assessments

✔

Majority Voting for Directors

✔

Regular Executive Sessions of Independent Directors

✔

Lead Independent ~~Lead~~ Director

✔

8 of 10 Directors are Independent

✔

No Poison Pill

✔

Independent Audit, Compensation and ~~Talent Management, and~~ Governance Committees

✔

Annual “Say on Pay” Advisory Vote

✔

Robust Risk Oversight by Full Board and Committees

✔

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

✔

Board Oversight of Environmental and Corporate Social Responsibility Activities

✔

Board Commitment to Recruiting Qualified, Diverse Director Candidates

✔

12-Year Term Limit for Directors

✔

Clawback Policy for Equity Awards and Annual Incentive Compensation

✔

Active Board Role in CEO and Management Succession Planning

✔

Meaningful Share Ownership Requirements for Executive Officers and Directors

Board Independence

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

TABLE OF CONTENTS

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 ~~Leadership~~

annually reviews commercial and other relationships between directors or members of their immediate families and Triton in order to make a determination regarding the independence of each director. The Board has adopted a formal policy to assist it in determining whether a director is independent in accordance with the applicable rules of the NYSE. The Director Independence Standards are available on our website at www.trtn.com. In making its independence determinations, the Board considers relevant facts and circumstances. For 2020, the Board considered that a portfolio company of Rouge River Capital, a private equity firm where Mr. Germain serves as Managing Partner, purchased shipping containers from Triton in the normal course of business, and considered such transactions to be immaterial.

Based on the evaluation and criteria described above, our Board of Directors ~~is currently composed of eight independent directors (Alspaugh, Austin, Baker, Coulter, Germain, Hanau, Rosner and Hextall),~~has determined that except for our ~~Chairman and Chief Executive Officer (Mr. Sondey)~~CEO, Mr. Sondey, and our former President, ~~(Mr. Vernon)~~Mr. Vernon, all of our directors qualify as independent (directors Alspaugh, Baker, Bexiga, Coulter, Germain, Hanau, Hextall 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 comprised of 80% independent directors and committees composed entirely of independent directors currently provides a strong and effective leadership structure with robust independent oversight. In addition, we believe that having a single leader for the Company by combining the Chairman and CEO roles provides greater clarity on our executive leadership for customers in certain global markets.

The independent directors elect a Lead Independent Director annually. Mr. Rosner is currently serving as Lead Independent Director. The Board ~~Diversity~~

~~Our directors have diverse backgrounds~~believes that having a Lead Independent Director provides the Board with independent leadership and ~~expertise. We have~~facilitates the independence of the Board members with corporate finance experience, accounting and reporting experience, various industry experience, as well as experience serving on boards of directors of publicly and privately held companies. In addition, the charter of ourfrom management. The Nominating and Corporate Governance Committee ~~incorporates~~regularly evaluates the responsibilities of the Lead Independent Director and considers current trends regarding independent board leadership. Currently, the Lead Independent Director:

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.

TABLE OF CONTENTS

Director Qualifications and Experience

The Board believes that it is important for our ~~objective~~directors to ~~increase~~possess a diverse and complementary array of backgrounds, skills and experiences to provide effective oversight of Trion. The chart below summarizes certain key skills and experiences that our Board has identified as particularly valuable to this effective oversight and illustrates how the ~~gender~~qualifications of our director nominees, taken as a whole, align with these attributes. This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board. For more information, please see “Proposal 1: Election of Directors.”

Board Refreshment and ~~ethnic~~Diversity

The Board, led by the Nominating and Corporate Governance Committee, regularly evaluates its own composition and succession plans in light of the Company’s evolving business and strategic needs. The focus of this process is to ensure that the Board is comprised of directors who possess a wide variety of relevant skills, professional experience and backgrounds and bring diverse viewpoints and perspectives to the Board in order to effectively oversee the Company’s operations and strategy. This includes diversity of gender, race, ethnicity, age, geography, sexual orientation and gender identity.

In July 2020, the Board appointed Annabelle Bexiga to our Board upon recommendation of the Nominating and Corporate Governance Committee. Ms. Bexiga replaced Karen Austin, who stepped down from the Board at the 2020 Annual Meeting in order to dedicate more time to her other professional commitments and activities. In each of those searches, the Nominating and Corporate Governance Committee prioritized increasing gender diversity, among other relevant qualifications, on the Board. WeWhen conducting searches for new directors, the Nominating and Corporate Governance Committee will continue to take steps to include, and will affirmatively instruct any search firm engaged by the Nominating and Corporate Governance Committee to include, a diverse slate of candidates in the pool from which director candidates are chosen.

TABLE OF CONTENTS

In addition, we are also ~~consistently apply~~committed to the principles of diversity and inclusion across the Company, and we have wide ranging racial, ethnic ~~diversity~~ and gender diversity throughout our organization.

See “Human Capital Management, Talent Development and Succession Planning” for more information.

Board Tenure and Term Limit Policy

The Board recognizes the importance of maintaining an appropriate balance of tenure on the Board which allows it to benefit from both the historical and institutional knowledge of longer-tenured directors as well as the 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 12 years, unless an exemption is granted by the Board. The current average tenure of our directors is approximately five years.

Corporate Social Responsibility

We believe that integrating ~~Corporate Responsibility~~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.~~

~~Environmental~~

industry and the communities in which we operate. In 2020, the Board approved updates to the Nominating and Corporate Governance Committee’s charter to memorialize the Committee’s role in oversight of the Company’s environmental, social and governance (ESG) initiatives.

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 ~~the~~ container manufacturers to reduce the hardwood content in container floors. Our objective is to create a new industry standard floor that is more environmentally friendly while maintaining its long term durability. Specifically, we have shifted a significant portion of our container floors to farmed wood species such as larch, birch and bamboo, and we are working with container manufacturers to implement a floor design that would eliminate approximately 30% of the wood content (by replacing it with steel). We expect this new flooring design to begin commercial production in late 2021 or early 2022. We are also exploring other options, such as oriented strand board (OSB) flooring and recycled materials.

~~TABLE OF CONTENTS~~

In ~~addition, during 2016 and 2017,~~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.

Social

We ~~have~~believe that investing in our people is key to achieving sustainable growth over the long term. We are a global business, with offices and employees in ~~16 countries, including~~ a ~~number~~wide range of ~~countries considered to be less developed.~~countries. We are committed to providing fair and attractive compensation and ~~healthcare~~ benefit packages and to supporting our employees’ ~~development with company-funded educational opportunities, all without regard to race, gender, ethnicity, religion, age, or sexual orientation.~~training and development. We believe ~~the support we provide all~~our investment in our employees leads to a strong mutual commitment, and our dedicated workforce is an important component of our operating capabilities. ~~Through~~See “Human Capital Management, Talent Development and Succession Planning” for more information.

Our commitment to social responsibilitiy also encompasses our ~~policies and regular trainings, the Company strives to provide a safe and harassment free work environment for all employees.~~

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

C~~ommunity~~ 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 corporate commitment to support Doctors without Borders (Medecins Sans Frontieres), a global organization that provides lifesaving medical care to those most in need, including populations in distress, victims of

TABLE OF CONTENTS

natural or man-made disasters, and victims of armed conflict. In 2020, we launched the #Triton4MSF social media campaign to strengthen our commitment and allow our customers, employees and the public to participate in supporting this initiative. On a local level, we encourage our employees to be actively involved in their communities, and in support of their efforts, we offer matching donations for employee contributions to non-profit ~~organizations, and we~~organizations. We have donated ~~additional~~ money and equipment to several organizations focused on education, healthcare and the environment.

As part of these efforts, in 2020 we donated to several charitable organizations that have been at the forefront of the response to the COVID-19 pandemic in our communities.

For ~~further~~more information ~~see~~regarding our environmental and corporate social responsibility policies and practices, please visit the “Community” section of our website, ~~section labeled~~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; and

Learning and development.

It also includes a focus on our communities as discussed under “Corporate Social Responsibility.”

Company culture. Our ~~Community,~~approach to human capital management is underpinned by our corporate culture, which strives to foster an inclusive and respectful work environment where ~~we highlight recent activities in support~~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 ~~corporate responsibility initiatives.~~

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 in our Company. One of our goals is to increase diverse talent within our leadership. In that regard, we have applied a diverse slate approach to increase diversity within our executive management team and are committed to actively seeking out highly qualified diverse candidates for other leadership roles across our Company. We also partner with external organizations to develop a diverse talent pipeline and are developing policies and initiatives aimed at further promoting diversity, equity and inclusion.

In 2020, we took several steps to address the dramatic changes to our employees’ professional and personal lives brought on by the COVID-19 pandemic. We conducted global surveys to understand their challenges and concerns and gather feedback regarding the Company’s response to the pandemic. We provided resources to support our employees’ transition to remote working, work-life balance and mental health. We held virtual Company-wide town hall meetings throughout the year to keep employees informed about the business and maintain high levels of engagement, and we held virtual team-building events. We did not furlough or conduct any employee layoffs due to the pandemic during 2020.

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.

TABLE OF CONTENTS

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 flexible work arrangements.

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 in multiple languages;

Opportunities for internal cross training; and

Tuition and professional development reimbursement benefits.

Succession planning

The Board 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 substantial opportunities to engage with possible successor candidates.

Risk Management

~~As a general matter, the~~

The Board of Directors has overall responsibility for the oversight ~~responsibility with respect to~~of risk management ~~for the Company and its subsidiaries.~~at Triton. Day-to-day risk management is the responsibility of ~~senior~~ management. The Board actively oversees the Company’s policies and procedures relating to risk management and discusses and reviews key risk areas at each of its regular Board meetings. Among other topics, the Board of Directors focuses on and discusses with senior management key areas of financial, operational and strategic risk ~~in the Company’s business~~affecting Triton, including capital structure, liquidity and ~~corporate functions such as capital expenditures, capital management, information technology, cybersecurity, corporate debt and~~financing, customer credit and collection issues atand strategic developments and considerations. Additionally, the Board exercises its ~~regular meetings.~~

risk oversight responsibility, including with respect to information technology and cybersecurity, sustainability and compensation-related risks, through its committees, with each Board committee regularly reporting to the full Board regarding its activities. For more information on the Board’s committees, see “Board Committees” below. We believe that the Board’s leadership structure, supermajority of independent directors, and allocation of oversight responsibilities to appropriate, fully independent committees, provide effective Board-level risk oversight.

Risk Considerations in our Compensation Programs

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

on page 34 of this proxy statement.

TABLE OF CONTENTS~~Succession Planning~~

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

Annual Board and Committee ~~Evaluations~~

Self-Assessments

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~~ performance of the Board and its committees and identify ways to enhance ~~its~~their effectiveness. ~~As part of~~For the ~~evaluation,~~2020 Board self-assessment, each director ~~receives~~received a written questionnaire developed by the Nominating and

~~TABLE OF CONTENTS~~

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

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

At the conclusion of this process, the Board develops action plans to implement appropriate changes. 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 enhanced CEO succession planning processes and changes made to Board meeting agendas and schedules, management presentations and committee responsibilities.

~~Corporate Governance~~Board Meetings and ~~Related Matters~~

~~We are required~~Attendance

The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to have a majority of independent directors on our Board of Directors and to have our Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee be composed entirely of independent directors.time as appropriate. The Board of Directors ~~has adopted a formal policy to assist it~~held eight meetings in ~~determining whether a director is independent in accordance~~2020, as well as an informal year-end strategic planning session with the applicable rules of the New York Stock Exchange. The Director Independence Standards are available on our corporate website at www.trtn.com. Applying these standards, our Board of Directors has determined that all directors other than Brian Sondey and Simon Vernon qualify as independent, and constitute a majority of our Board of Directors. The Board of Directors has adopted the Corporate Governance Principles and Guidelines which are available on our website at www.trtn.com.

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

~~During 2018, our Board of Directors held six meetings. In 2018, each of the~~management. All directors attended 75% or more of the ~~aggregate of the~~combined 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.~~served in 2020. 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~~annual meeting of ~~Shareholders.~~

~~The Board~~shareholders. In 2020, all of ~~Directors has an Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee.~~

our then serving directors attended our annual meeting of shareholders.

~~TABLE OF CONTENTS~~

~~Audit Committee~~	~~Committee Roles and Responsibilities:~~

~~Members:~~ ~~Robert Alspaugh (Chair)~~ ~~Karen Austin~~ ~~Malcolm P. Baker~~ ~~Kenneth Hanau~~ ~~Committee Meetings in 2018:~~ 4 ~~Charter:~~ ~~The committee charter is available on our website at www.trtn.com.~~	~~The Committee assists the Board in:~~
	•	~~ensuring the integrity of the consolidated financial statements, the financial reporting process, the systems of internal accounting and the financial and disclosure controls and procedures~~
	•	~~engaging the independent registered accounting firm, and evaluating the firm’s qualifications, independence and performance and approving all fees~~
	•	~~evaluating compliance with legal and regulatory requirements and monitoring risk management and assessment processes~~
	•	~~overseeing the performance of the internal audit function~~

	The Board has determined that Mr. Alspaugh qualifies as an “audit committee financial expert” as defined by the SEC and along with Ms. Austin, Mr. Baker and Mr. Hanau, is considered “financially literate” under NYSE rules. The Board has determined that each member of the Audit Committee is independent according to the Board’s Director Independence Standards. In addition, each is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE.

~~Compensation~~ ~~and Talent~~ ~~Management~~ ~~Committee~~	~~Committee Roles and Responsibilities:~~

~~Members:~~ ~~David Coutler~~ ~~Claude Germain (Chair)~~ ~~John Hextall~~ ~~Committee Meetings in 2018:~~ 2 ~~Charter:~~ ~~The committee charter is available on our website at www.trtn.com.~~	~~The Committee assists the Board in:~~
	•	determining and approving the compensation and incentive opportunities for our executive officers, and reviewing perquisites and other personal benefits of the Company’s executive officers and recommending any changes to the Board.
	•	~~approving the goals and objectives relevant to compensation of the CEO and other executive officers and evaluating the CEO’s and other executive officers’ performance in light of these goals~~
	•	~~reviewing and approving employment contracts, severance and incentive arrangements, and other similar agreements with executive officers~~
	•	~~reviewing compensation programs annually to evaluate whether incentive or other forms of compensation encourage unnecessary or excessive risk taking~~
	•	~~considering the results of the most recent shareholder advisory vote on the compensation of our Named Executive Officers~~
	•	~~reviewing, discussing and approving the Compensation Discussion and Analysis for inclusion in our Proxy Statement~~

	~~In carrying out its duties, the Committee regularly consults with the full Board to review executive policies and decisions.~~

	~~The Board has determined that each of the members of the Committee is independent according to the Board’s Director Independence Standards.~~

~~TABLE OF CONTENTS~~

~~Nominating & Corporate~~ ~~Governance Committee~~	~~Committee Roles and Responsibilities:~~

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

	~~The Board has determined that each member of the Committee is independent according to the Board’s Director Independence Standards.~~

Executive Sessions

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

Board Committees

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

Nominee	Age	Director Since	Independent	Audit Committee	Compensation and Talent Management Committee	Nominating and Corporate Governance Committee
Brian M. Sondey - Chairman and CEO	53	2016
Robert W. Alspaugh	74	2016	✔
Malcolm P. Baker	51	2016	✔
Annabelle Bexiga	59	2020	✔
David A. Coulter	73	2015	✔
Claude Germain	54	2016	✔
Kenneth Hanau	55	2016	✔
John S. Hextall	64	2016	✔
Robert L. Rosner - Lead Independent Director	61	2015	✔
Simon R. Vernon	62	2016

			Chair
			Member

TABLE OF CONTENTS

Audit Committee	Committee Roles and Responsibilities:

Members: Robert Alspaugh (Chair) Malcolm P. Baker Annabelle Bexiga Kenneth Hanau Committee Meetings in 2020: 4 Charter: The committee charter is available on our website at www.trtn.com.	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 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	Committee Roles and Responsibilities:

Members: David Coulter Claude Germain (Chair) John Hextall Committee Meetings in 2020: 5 Charter: The committee charter is available on our website at www.trtn.com.	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
	•	All members of the Compensation and Talent Management Committee are independent in accordance with SEC and NYSE independence standards for compensation committee members.

Nominating and Corporate Governance Committee	Committee Roles and Responsibilities:

Members: David Coulter Claude Germain Robert Rosner (Chair) Committee Meetings in 2020: 3 Charter: The committee charter is available on our website at www.trtn.com.	The Committee assists the Board in:
	•	identifying and recommending director nominees, including establishing policies for considering shareholder nominees for election to the Board
	•	reviewing the size and composition of the Board and its committees, and making recommendations to the Board regarding these matters as well as the structure, function and operation of the Board
	•	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

TABLE OF CONTENTS

Director Nomination Process

In evaluating a director candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of Triton and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, ~~gender, race, ethnicity,~~ experience and competencies ~~which~~of our Board ~~of Directors desires to have represented;~~and its committees; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and ~~any~~such other criteria as may be established by our Board from time to time. Additionally, the Nominating and Corporate Governance Committee annually reviews the tenure, skills and contributions of ~~Directors~~existing Board members to the extent they are candidates for re-election. For additional information on the Board selection process, including the Board’s consideration of diversity, see “Board Refreshment and ~~any core competencies~~Diversity” on page 8.

In connection with the director nominations process, the Nominating and Corporate Governance Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or ~~technical expertise necessary~~other persons, and has also engaged professional search firms to ~~staff committees.~~

assist in identifying or evaluating qualified candidates. Ms. Bexiga, who was appointed to the Board in 2020, was identified through a search firm.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. The Nominating and Corporate Governance Committee ~~does not intend to alter~~may conduct such inquiry into each candidate’s background, qualifications and independence as it believes is necessary or appropriate under the ~~manner in which it evaluates candidates, including the minimum qualifications set forth above, based on~~circumstances and regardless of whether ~~or not~~ the candidate was recommended by ~~a shareholder. Shareholders who wish to recommend individuals for consideration~~shareholders or by ~~the Nominating and Corporate Governance Committee to become nominees for election to our Board~~others. Any nominations of ~~Directors may do so~~director candidates by ~~delivering a written recommendation~~shareholders should be submitted to the Nominating and Corporate Governance Committee, Triton International Limited, ~~c/o Estera Services (Bermuda) Limited at Canon’s Court, 22~~Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12,~~HM 10, Bermuda not before December ~~27, 2019~~28, 2021 and not later than January ~~26, 2020~~27, 2022 for the ~~2020~~2022 Annual General Meeting and should otherwise comply with the requirements for shareholder director nominations in ~~compliance with~~ our Bye-Laws. Submission must include the full name, age, business address and residence ~~address of~~and must include all information required by the ~~proposed nominee,~~proxy rules, applicable law and our Bye-Laws. If 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 asshareholder submits a director candidate in accordance with the class and number of Triton shares that is owned beneficially or of record by the proposed nominee, the name and record address of such nominating shareholder, number of shares beneficially owned by such nominating shareholder, a description of all arrangements or understandings between such nominating shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, a representation that the nominating shareholder intends to appearrequirements specified in person or by proxy at the 2020 Annual General Meeting to nominate the person(s) named in its written notice of recommendation and such other information as required by Regulation 14A under the Exchange Act. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

~~TABLE OF CONTENTS~~

Pursuant to the shareholders agreements (the “Sponsor Shareholders Agreements”) between the Company and affiliates of Warburg Pincus LLC (and a related entity) (“Warburg Pincus”) and affiliates of Vestar Capital Partners, Inc. (“Vestar”, and collectively with Warburg Pincus, the “Sponsor Shareholders”), Warburg Pincus is entitled to nominate two, and Vestar is entitled to nominate one, of the nominees for election as directors of the Company. The director nomination rights of Warburg Pincus step down to one nominee in the event that Warburg Pincus and its permitted transferees (including Bharti Global Limited) beneficially own less than 50% but at least 20% of the common shares beneficially owned by Warburg Pincus as of the closing of the merger, and Warburg Pincus will cease to have any director nomination rights if it and its permitted transferees (including Bharti Global Limited) beneficially own less than 20% of the common shares beneficially owned by Warburg Pincus as of the closing of the merger. Vestar will cease to have any director nomination rights if it and its permitted transferees beneficially own less than one-third of the common shares beneficially owned by Vestar as of the closing of the merger. For so long as they have director nomination rights, Warburg Pincus and Vestar also have the right to have certain of their nominated and elected directors onour Bye-Laws, the Nominating and Corporate Governance Committee ~~and~~will consider such director candidate using the ~~Compensation and Talent Management Committee~~same standards it applies to evaluate other director candidates.

Following the termination of the ~~Board of Directors. Warburg Pincus and~~ Vestar ~~have the right to nominate replacements for their respective nominees, except to the extent their~~Sponsor Shareholders Agreement in 2020, no shareholder has any contractual director nomination rights step down as described above. The nomination of any such directors will be subject to the approval of the Nominating and Corporate Governance Committee and of the Board of Directors. All other director replacements will be nominated by the Nominating and Corporate Governance Committee.rights. See “Certain Relationships and Related Party Transactions -— Vestar Sponsor Shareholders ~~Agreements.~~Agreement.”

~~Term Limit Policy~~

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

Code of Ethics

We have adopted a Code of Ethics which applies to all officers, directors and employees. The Code of Ethics is available on our ~~corporate~~ website at ~~www.trtn.com.~~www.trtn.com. A written copy of the Code of Ethics may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited, ~~c/o Estera Services (Bermuda) Limited, Canon’s Court, 22~~Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12,~~HM 10, Bermuda.

Additionally, we have adopted a Code of Ethics for Chief Executive and Senior Financial Officers (Chief Financial Officer and Controller). The Code of Ethics for Chief Executive and Senior Financial Officers is available on our ~~corporate~~ website at ~~www.trtn.com.~~www.trtn.com. A written copy of the Code of Ethics for Chief Executive and Senior Financial Officers may be obtained free of charge by sending a request in writing to Secretary, Triton International Limited, ~~c/o Estera Services (Bermuda) Limited, Canon’s Court, 22~~Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12,~~HM 10, Bermuda.

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

www.trtn.com.

Communications with Directors

Shareholders or other interested persons may communicate with our Board of Directors as a group, the non-executive directors as a group, the independent directors as a group, or an individual director ~~directly~~ by ~~submitting a letter in a sealed envelope~~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, 5^th 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 members thereof (or an individual director), 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.

TABLE OF CONTENTS~~Compensation~~

Shareholder Outreach and Engagement

As part of our commitment to effective corporate governance practices, we regularly engage with our shareholders to help us better understand the views of our investors on key topics, including corporate governance, executive compensation, sustainability, financial performance, strategy, Board composition and diversity and other issues important to them. This includes meetings with investors at industry conferences and roadshows, as well as phone calls and meetings throughout the year. We held a virtual investor day in 2020 and conducted follow-up outreach with investors after the event. 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, compensation and other policies, as well as the ongoing evaluation of our business strategy, performance and investor relations efforts.

TABLE OF CONTENTS

PROPOSAL 1
ELECTION OF DIRECTORS
The Board is currently comprised of 10 highly-qualified individuals with a diverse and complementary range of skills and experience that provide the Board and management with valuable insights and enable effective oversight of our business, strategic direction and performance. Nine of our current directors are standing for re-election for a term of one year, to serve until the 2022 annual general meeting of shareholders or until their successors are elected and qualified. David A. Coulter will be retiring from the Board at the expiration of his current term on the date of the Annual Meeting. Mr. Coulter has served as a distinguished member of the Company’s Board, and previously on the Board of TCIL, for a combined 10 years. We are very grateful for his valuable contributions to Triton.

Assuming a quorum is present, each nominee will be elected as a director of Triton if such nominee receives the affirmative vote of the holders of a majority of the common shares present in person or by proxy at the Annual Meeting and entitled to vote. Shareholders are not entitled to cumulate votes in the election of directors. All nominees have consented to serve as directors, if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by our Board of Directors. As of the date of this proxy statement, our Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director if elected. In the absence of instructions to the contrary, a properly signed and dated proxy will vote the shares represented by that proxy “FOR” the election of the nine nominees named below.

Information about our director nominees, including certain of their key qualifications, skills and experiences is set forth below:

Nominees

Brian M. Sondey
			Years of Service: 5 Age: 53 Board Committees: None Independent: No
			Brian M. Sondey is our Chairman and Chief Executive Officer, and has served as a director since July 2016. Upon the closing of the merger of Triton Container International Limited (“TCIL”) and TAL International Group, Inc. (“TAL”) in July 2016, Mr. Sondey, who had served as the Chairman, President and Chief Executive Officer of TAL since 2004, became the Chairman and Chief Executive Officer of Triton. Mr. Sondey joined TAL’s former parent, Transamerica Corporation, in April 1996 as Director of Corporate Development. He then joined TAL International Container Corporation in November 1998 as Senior Vice President of Business Development. In September 1999, Mr. Sondey became President of TAL International Container Corporation. Prior to his work with Transamerica Corporation and TAL International Container Corporation, Mr. Sondey worked as a Management Consultant at the Boston Consulting Group and as a Mergers & Acquisitions Associate at J.P. Morgan.

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.

TABLE OF CONTENTS

Robert W. Alspaugh
			Years of Service: 5 Age: 74 Board Committees: Audit Committee (Chair) Independent: Yes
			Robert W. Alspaugh has served as a director of the Company since July 2016 and is the Chair of the Audit Committee. Mr. Alspaugh also served as a director of TCIL from 2012 to 2016. Mr. Alspaugh had a 36-year career with KPMG LLP, including serving as Chief Executive Officer of KPMG International from 2002 to 2006. Prior to that, he served as Deputy Chairman and Chief Operating Officer of KPMG’s U.S. practice from 1998 to 2002 and, over the course of his career served as senior partner for a diverse array of global and domestic companies across a broad range of industries. Mr. Alspaugh currently serves on the board of directors of Veoneer, Inc. Mr. Alspaugh previously served on the board of directors of Autoliv, Inc., Ball Corporation and Verifone Systems, Inc.

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 Baker
			Years of Service: 5 Age: 51 Board Committees: Audit Committee Independent: Yes
			Malcolm P. Baker has served as a director since July 2016. Mr. Baker also served as a director of TAL from September 2006 to July 2016. Mr. Baker is the Robert G. Kirby Professor at the Harvard Business School and the director of research at Acadian Asset Management. From 2011 through 2018, he was the director of the corporate finance program at the National Bureau of Economic Research, and from 2014 to 2018 he was the unit head for finance at Harvard Business School.

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.

TABLE OF CONTENTS

Annabelle Bexiga
			Years of Service: 1 Age: 59 Board Committees: Audit Committee Independent: Yes
			Annabelle Bexiga has served as a director since July 2020. Ms. Bexiga served as Chief Information Officer of Global Commercial Insurance at American International Group (AIG) from 2015 to 2017. Prior to that, she was Executive Vice President, Chief Information Officer at TIAA, where she worked from 2010 to 2015. She has also held leadership positions at Bain Capital, J.P. Morgan & Co. and Deutsche Bank, including as CIO of Bain Capital, LP from 2008 to 2010 and JPMorgan Invest from 2003 to 2006. Ms. Bexiga currently is a self-employed consultant and also serves on the board of directors of StoneX Group Inc. and on the supervisory board of DWS Group GmbH of Frankfurt, Germany.

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 technology and financial services, and as a director of other U.S. and international public companies. Her extensive experience in information systems, cybersecurity, capital markets, risk management and corporate governance strengthens the Board of Directors’ collective knowledge, capabilities, and experience.

Claude Germain
			Years of Service: 5 Age: 52 Board Committees: Compensation and Talent Management Committee (Chair), Nominating and Corporate Governance Committee Independent: Yes
			Claude Germain has served as a director since July 2016 and is the Chair of the Compensation and Talent Management Committee. Mr. Germain also served as a director of TAL from February 2009 to July 2016. Since 2010, Mr. Germain has been a principal and owner of Rouge River Capital, an investment firm focused on acquiring controlling stakes in private midmarket transportation and manufacturing companies. From 2011 to 2013, Mr. Germain was also President and CEO of SMTC Corporation, a global manufacturer of electronics based in Markham, Ontario and also served on its board of directors. From 2005 to 2010, Mr. Germain was Executive Vice President and Chief Operating Officer for Schenker of Canada Ltd., an affiliate of DB Schenker, one of the largest logistics service providers in the world. Prior to that, Mr. Germain was the President of a Texas-based third-party logistics firm and a management consultant specializing in distribution for The Boston Consulting Group. Mr. Germain serves on the boards of several private companies, as well as Canada Post Corporation. In 2002 and 2007, Mr. Germain won Canadian Executive of the Year in Logistics.

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.

TABLE OF CONTENTS

Kenneth Hanau
			Years of Service: 5 Age: 55 Board Committees: Audit Committee Independent: Yes
			Kenneth Hanau has served as a director since July 2016. Mr. Hanau also served as a director of TAL from October 2012 to July 2016. Mr. Hanau is a Managing Director at Bain Capital Private Equity, a unit of Bain Capital, one of the world’s foremost private investment firms with approximately $75 billion in assets under management. He has significant experience in private equity investing, with specialized focus in the industrial and business services sectors, and currently leads Bain Capital Private Equity’s North American industrials team. Prior to joining Bain Capital in 2015, Mr. Hanau was the Managing Partner of 3i’s private equity business in North America. Previously, Mr. Hanau held senior positions with Weiss, Peck & Greer and Halyard Capital. Before that, Mr. Hanau worked in investment banking at Morgan Stanley and at K&H Corrugated Case Corporation, a family-owned packaging business. Mr. Hanau is a certified public accountant and started his career with Coopers & Lybrand.

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.

John Hextall
			Years of Service: 5 Age: 64 Board Committees: Compensation and Talent Management Committee Independent: Yes
			John S. Hextall has served as a director since July 2016. Mr. Hextall is Chief Executive Officer of Shanghai based De Well Group, a privately held logistics company, a position he has held since October 2016, and is President and founder of Steers, Inc., a strategy and management consulting firm. From 2010 to 2016, Mr. Hextall served as President and CEO of the North American Region of Kuehne + Nagel, Inc., a leading global transportation and logistics provider. He also served as CEO of Nacora Insurance Brokers Inc. Prior to his role at Kuehne + Nagel, Inc., Mr. Hextall had a wide-ranging, 17-year career at UTi Worldwide Inc., a supply chain management company, including serving as a member of UTi’s Executive Management Board from 2005 to 2009, Executive Vice President and President of Freight Forwarding from 2008 to 2010, Executive Vice President and Chief Operating Officer from 2007 to 2008 and Executive Vice President and Global Leader of Client Solutions & Delivery from 2006 to 2007. Since 2016, he has also served as a nominee of CPP Investments on the board of directors of Pacific National in Sydney, Australia.

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.

TABLE OF CONTENTS

Robert Rosner
			Years of Service: 6 Age: 61 Board Committees: Nominating and Corporate Governance Committee (Chair) Independent: Yes
			Robert L. Rosner is a Founding Partner and Co-President of Vestar Capital Partners, Inc. Mr. Rosner has served as a director since October 2015 and is our Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee. He previously served as director of TCIL from 2013 to 2016 and as a member of its Compensation Committee. In 2000, Mr. Rosner established Vestar Capital Partners’ operations in Europe and served as President of Vestar Capital Partners Europe from 2000 - 2011, overseeing the firm’s affiliate offices in Paris, Milan and Munich. Prior to the formation of Vestar Capital Partners in 1988, Mr. Rosner was a member of the Management Buyout Group at The First Boston Corporation. He is a director of Edward Don & Company and Procure Analytics. Mr. Rosner previously served as a director of Civitas Solutions and Institutional Shareholder Services Inc.

Educational Background

Mr. Rosner received a B.A. in Economics from Trinity College and an M.B.A. with distinction from The Wharton School at the University of Pennsylvania.

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.

Simon R. Vernon
			Years of Service: 5 Age: 62 Board Committees: Independent: No
			Simon R. Vernon has served as a director since July 2016. Upon the closing of the merger of TCIL and TAL in July 2016, Mr. Vernon, who had served as the President and Chief Executive Officer of TCIL from 2003 until 2016, became the President of Triton, a position which he held until he retired on February 28, 2018. Before being named President and Chief Executive Officer of TCIL, Mr. Vernon served as Executive Vice President of TCIL beginning in 1999, Senior Vice President beginning in 1996 and Vice President of Global Marketing beginning in 1994. Mr. Vernon also served as Director of Marketing of TCIL beginning in 1986, responsible for Southeast Asia and China and, beginning in 1991, for all of the Pacific basin. Prior to joining TCIL, Mr. Vernon served as chartering manager at Jardine Shipping Limited from 1984 to 1985, as a manager in the owner’s brokering department at Yamamizu Shipping Company Limited from 1982 to 1984 and as a ship broker with Matheson Charting Limited from 1980 to 1982. Mr. Vernon is also a director of Through Transport Club (Bermuda) and Tristar Container Services (Asia) Pvt. Limited, a joint venture between Triton and Marine Container Services (I) Pvt. Limited.

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.

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

TABLE OF CONTENTS

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~~long-term success of our ~~Company and~~Company. It is also intended to further align the interests of directors with those of our shareholders. ~~The Nominating~~In 2020, annual compensation for our non-employee directors was comprised of a mix of cash and ~~Corporate Governance Committee working with the~~equity-based compensation. The Compensation and Talent Management Committee is responsible for reviewing the compensation paid to our ~~non-executive directors.~~

non-employee directors and making recommendations for adjustments, as appropriate, to the Board. In ~~2018, an~~that regard, the Compensation and Talent Management Committee periodically receives competitive benchmarking information on director compensation practices from its independent compensation ~~consultant, Mercer, an operating unit of Marsh & McLennan & Companies, Inc., was engaged to assist in benchmarking the compensation for the directors of Triton. As part of this process, Mercer~~consultant. The Compensation and Talent Management Committee reviewed the compensation ofprogram for our non-employee directors ~~of companies considered~~in 2020 and recommended to ~~be comparable to Triton. The analysis indicated that~~

make no changes at the time.

~~TABLE OF CONTENTS~~

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

Each of our non-executive directors receives an annual cash retainer for serving on the Board of Directors, an additional cash retainer for ~~serving~~each committee they serve on, ~~one or more Committees,~~ and an additional cash retainer if they serve as the ~~Chair~~chair of a ~~Committee.~~committee. Mr. Rosner receives an additional cash retainer for serving as ~~lead independent director.~~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~~committee meetings, as well as shareholder meetings.

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

The following table sets forth information regarding the compensation earned by our non-executive directors in ~~2018. For the compensation paid to~~2020. Mr. Sondey please see the Summary Compensation Table for 2018. Simon Vernon retired as President of the Company on February 28, 2018 and continued as a member of the Board of Directors. In accordance with SEC guidance all of his compensation, including hisdoes not receive additional compensation for serving as a ~~director, is set forth in the 2018 Summary Compensation Table.~~

director.

DIRECTOR COMPENSATION TABLE ~~FOR 2018~~

Name
Fees Earned or
Paid in Cash
($)⁽¹⁾
Common
Shares Awards
($)⁽²⁾
All Other
Compensation
($)⁽³⁾
Total
($)
Robert W. Alspaugh
90,000
156,543
—
246,543
Malcolm P. Baker
75,000
156,543
—
231,543
David A. Coulter
85,000
156,543
—
241,543
Claude Germain
95,000
156,543
—
251,543
Kenneth Hanau
75,000
156,543
—
231,543
John S. Hextall
75,000
156,543
—
231,543
Robert L. Rosner⁽⁴⁾
95,000
156,543
—
251,543

	Fees Earned or Paid in Cash⁽¹⁾	Common Shares Awards⁽²⁾	All Other Compensation⁽³⁾	Totals
Robert Alspaugh	$90,000	$132,920	$—	$222,920
Karen Austin⁽⁴⁾	$23,077	$—	$—	$23,077
Malcolm P. Baker	$75,000	$132,920	$—	$207,920
Annabelle Bexiga	$37,500	$114,035	$—	$151,535
David Coulter	$85,000	$132,920	$—	$217,920
Claude Germain	$95,000	$132,920	$—	$227,920
Kenneth J. Hanau	$75,000	$132,920	$—	$207,920
John Hextall	$75,000	$132,920	$—	$207,920
Robert Rosner⁽⁵⁾	$95,000	$132,920	$—	$227,920
Simon Vernon	$ 60,000	$ 132,920	$80,000	$ 272,920

(1)

Each of our non-executive directors ~~receive~~receives a $60,000 base annual retainer, a $15,000 annual fee for serving on one ~~Committee,~~committee, an additional $10,000 annual fee for serving on a second ~~Committee,~~committee, an additional $10,000 annual fee for serving as the Chair of a ~~Committee,~~committee, except that the Chair of the Audit ~~Committee~~committee receives an additional $15,000 annual fee for serving as Chair, and the ~~lead independent director~~Lead Independent Director receives an additional $10,000 annual fee. The annual retainer and annual fees are paid quarterly.

~~(2)~~

(2)

On ~~May 2, 2018,~~April 21, 2020, our non-executive directors with the exception of Annabelle Bexiga and Karen Austin were each granted ~~4,915~~4,677 common shares. These common shares were fully vested upon grant and had a grant date fair value of ~~$156,543 ($31.85~~$132,920 (based on the closing price of $28.42 per share). Annabelle Bexiga received an initial grant on July 1, 2020, in connection with her joining the Board of 3,819 shares which were fully vested upon grant and had a grant date fair value of $114,035 (based on the closing price of $29.86 per share). For discussion regarding the assumptions used in valuing these ~~Common Share~~common share grants, please refer to Note 9 to the ~~2018~~2020 Consolidated Financial Statements in the Company’s Form 10-K filed on February ~~19, 2019.~~16, 2021. There were no outstanding unexercised options or unvested share awards held by our non-executive directors as of December 31, ~~2018.~~2020.

(3)

~~(3)~~

NoIncludes $80,000 earned by him for service as the Company’s representative on other ~~compensation was paid to our non-executive directors for 2018.~~companies’ boards of directors. See “Certain Relationships and Related Party Transactions.”

(4)	~~(4)~~Ms. Austin stepped down from the Board effective April 21, 2020.

(5)	Fees and ~~Common Share grants~~common share awards were paid on Mr. Rosner’s behalf to Vestar Capital Partners LLC.

TABLE OF CONTENTS

Director Share Ownership Guidelines

~~Directors are~~

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. As of December 31, 2020, non-employee directors were required to maintain ownership of Company common shares with a market value equal to three times the base annual retainer received by the director. IfIn February 2021, the Board increased the non-employee director share ownership guideline to five times the base annual retainer.

Non-employee directors are expected to meet their required ownership level within five years from their appointment. Additionally, if at any time a director is not in compliance with these guidelines, the director will be required to retain 100 percent of the net (after taxes) of common shares ~~received. All~~received until the guideline is met. As of December 31, 2020, all of our non-employee directors ~~are in compliance with~~had met or had time to meet the ~~guidelines except Karen Austin, who was just appointed to the Board of Directors in January 2019.~~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 ~~has~~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 is now subject to the guidelines and will have five years to meet the guidelines.

TABLE OF CONTENTS

~~PROPOSAL 2~~
~~ADVISORY VOTE ON THE~~ ~~COMPENSATION~~
~~OF NAMED EXECUTIVE OFFICERS~~

In accordance with Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or “Dodd-Frank Act,” and the rules of the Securities and Exchange Commission, Triton is providing shareholders with the opportunity to cast an advisory vote on the compensation of its Named Executive Officers as disclosed in this Proxy Statement. This proposal, which is commonly known as a “say-on-pay” proposal, provides shareholders with the opportunity to cast non-binding, advisory votes on the compensation of our Named Executive Officers. Based on the results of the May 10, 2017 shareholder vote on the frequency of holding the advisory vote on the compensation of our Named Executive Officers, and consistent with our recommendation, our Board of Directors has determined that Triton will hold an advisory vote on executive compensation every year.

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

The purpose of this proposal is to provide an advisory vote on the overall compensation of the Company’s Named Executive Officers. Accordingly, the Board of Directors will request that the Company’s shareholders vote on the following resolution at the 2019 Annual Meeting of Shareholders:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders, including in the Compensation Discussion and Analysis, the compensation tables and other related disclosures of the Company’s Proxy Statement.”

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

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

~~TABLE OF CONTENTS~~

COMPENSATION DISCUSSION AND ANALYSIS

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

•

Brian M. Sondey

Chairman, Chief Executive Officer

•

John Burns

Senior Vice President and Chief Financial Officer

•

John F. O’Callaghan

Executive Vice President,, Global Head of Field Marketing and Operations

•

Kevin Valentine

Senior Vice President, Triton Container Sales

•

~~Marc Pearlin~~Carla Heiss

Senior Vice President, General Counsel and Secretary

•

~~Simon R. Vernon~~

Former President*

* Mr. Vernon retired, effective February 28, 2018.

~~EXECUTIVE SUMMARY~~

~~201~~8 ~~Business Overview~~

2020 Performance Highlights

Triton ishad a remarkable year in 2020, and we achieved strong performance despite the ~~world's largest lessor~~COVID-19 pandemic and related wide-ranging disruptions. The first half of ~~intermodal containers. Intermodal containers are large, standardized steel boxes used to transport freight by ship, rail or truck. Because~~2020 was challenging, as lingering impacts from the trade dispute between the United States and China weighed on container demand at the start of the ~~handling efficiencies they provide, intermodal containers are~~year, while the ~~primary means~~outbreak of the pandemic and resulting lockdowns led to a sharp decrease in trade volumes during the first and second quarters. Triton’s operations were also impacted by ~~which many goods~~the pandemic as we were forced to close our offices and ~~materials are shipped internationally. We also lease chassis, which are used~~shift to a remote working environment. Trade volumes, leasing demand and Triton’s performance surged in the second half of 2020 as lockdowns eased and as consumers shifted their spending from experiences and services to goods. Containerized trade volumes reached record levels during the third and fourth quarters of 2020 and Triton secured a substantial share of new leasing activity due to our leading supply capability and reputation for ~~the transportation of containers.~~

outstanding reliability. Our ~~consolidated operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. As of December 31, 2018, our total~~ fleet consisted of 3,714,103 containers and chassis, representing 6,166,458 twenty-foot equivalent units ("TEU") or 7,595,948 cost equivalent units ("CEU"). We have an extensive global presence, offering leasing service through 23 offices in 16 countries and approximately 400 third-party container depot facilities in approximately 45 countriesutilization reached almost 99.0% as of December 31, ~~2018.~~2020. The strong demand for containers also led to significant increases in new and used container prices and market leasing rates. Triton’s profitability also surged in the second half of the year, and our fourth quarter financial results represented a record for Triton. Our ~~primary customers include~~annual Adjusted Return on Equity reached 15.9%.

Triton also maintained our focus on disciplined capital management and delivering significant value to shareholders across the ~~world's largest container shipping lines.~~

~~Triton achieved outstanding results~~cycle of market conditions. While our investment in ~~2018 and we exceeded all of our primary financial targets. Demand for our~~new containers was supported by several factors, including solid trade growth, an increased preference for leasing relative to direct container purchases by our shipping line customers, and a strong leasing share for Triton. Triton took advantagelow in the first half of the ~~favorable~~year due to weak demand, we shifted our investment focus to share repurchases, and repurchased 5.1 million shares in 2020. We quickly shifted our focus to value added fleet growth as market conditions surged in the third quarter and have continued growing our ~~strong position to drive high~~new container ~~utilization, solid growth~~fleet into 2021. We paid $2.13 per share on our common shares in 2020 and increased our common share dividend by nearly 10%. We achieved an annual TSR of 28.9%.

Our corporate performance was a key factor in our container fleet and excellent financial performance. Our Adjusted net income in 2018 was $363 million, an increase of 71% from 2017. Our Adjusted return on equity was 16.7% in 2018, an increase from 11.8% in 2017, and we grew the net book value of2020 Named Executive Officer compensation. The tables below illustrate our ~~revenue earning assets by 8.8% in 2018. The table below summarizes our financial~~three-year performance against each of the financial targets ~~established~~set by ~~our Board of Directors as part~~the Compensation and Talent Management Committee (the “Compensation Committee”) for purposes of our annual incentive plan.

~~Annual Incentive Plan Financial Performance Targets~~ Despite the weak conditions during the first half of 2020, Triton significantly exceeded the targets for Adjusted Earnings Per Share and ~~Results~~

Consolidated financial performance
Weighting
Threshold
Target
Maximum
Actual⁽¹⁾
Adjusted net income
60%
$250 million
$295 million
$345 million
$363 million
Adjusted return on equity
20%
11.0%
13.5%
16.0%
16.7%
Growth in revenue earning assets
20%
0.0%
5.0%
10.0%
8.8%
Adjusted Return on Equity. Triton fell short of the target for Growth in Revenue Earning Assets due to limited container investment in the first half of the year and practical limitations on container production in the second half as container factories needed to ramp-up capacity to meet the surge in demand.

~~(1)~~

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

TABLE OF CONTENTS

Compensation Objectives and Philosophy

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

fairly reward the executives for their contributions to the ~~Company and~~ Company;

allow the Company to recruit and retain ~~high quality individuals. In addition, we seek~~

highly qualified executives;

~~TABLE OF CONTENTS~~

~~to structure our compensation plans so that they~~ are straightforward for our ~~senior~~ executives and our shareholders to understand and ~~value, and relatively easy for the Company to administer. We~~ value;

link a substantial portion of overall compensation to highly impactful short-term and long-term measures of performance that incentivize our executives to ~~motivate our senior executives~~create long-term shareholder value; 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. taking.

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

on page 34 of this proxy statement.

Executive Compensation Practices

☑✔

Link a substantial portion of executive pay to Company performance through our annual and long-term incentive plans

☒

✘

We do not provide single-trigger change-in-control provisions

☑✔

Compare executive compensation and Company performance to relevant peer group companies

☒

✘

We do not implement pay policies or practices that pose material adverse risk to the Company

☑✔

Require executives and directors to meet ~~minimum~~meaningful share ownership requirements

☒

✘

We do not allow any hedging or pledging of equity holdings by executives or directors

☑✔

Subject ~~executive~~equity and annual incentive compensation to a ~~Clawback~~clawback policy

☒

✘

We do not provide tax gross-ups

☑✔

Provide only limited perquisites

☒

✘

We do not pay dividends on unvested share awards; dividends are accrued and paid only if the underlying share awards vest

☑✔

Hold an annual “Say-on-Pay” vote

✔

Use an independent compensation consultant

✘

We do not guarantee the payment of bonuses

Consideration of Say-On-Pay Vote

Our shareholders are being provided with an opportunity at the Annual Meeting to cast an advisory vote on the ~~2018 compensation of our Named Executive Officers. At our 2018 annual meeting of shareholders, 98.1% of votes cast were in support of the 2017~~2020 compensation of our Named Executive Officers. Although the outcome of such vote will not be binding on us, we value the input from our shareholders on our executive compensation ~~programs. The~~program. At our 2020 annual general meeting of shareholders, 97.6% of votes cast were in support of the 2019 compensation of our Named Executive Officers. Our Compensation Committee ~~considered~~believes that the ~~shareholder~~high level of support for the say-on-pay vote indicates support for our program. While the Compensation Committee has made certain changes to the design of the annual incentive and equity incentive programs for 2021 as described later in ~~establishing our executive compensation program.~~

this Compensation Discussion and Analysis, these changes were not adopted as a result of the 2020 say-on-pay vote.

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

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

~~Summary of the~~ ~~Current~~ ~~Named Executive Officers’ Actual 2018 Compensation~~

~~(1)~~

~~Mr. O’Callaghan Base Salary, Annual Cash Incentive and Other amounts shown in the table use a conversion rate of USD 1.2764 to GBP 1.0.~~

~~TABLE OF CONTENTS~~

~~DETAILED COMPENSATION DISCUSSION AND ANALYSIS~~

Roles and Responsibilities

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

Named Executive Officers.

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

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

executive compensation history;

comparable company performance and compensation;

input and

recommendations from its independent compensation consultant; and

executive and Company performance relative to established targets.

At the Compensation Committee’s request, Mr. Sondey provides performance evaluations and compensation recommendations for the other Named Executive Officers.

~~Elements~~Determining Performance Goals

The Compensation Committee sets performance goals under the annual incentive plan and long-term incentive plan to support the Company’s business plans and strategies and build long-term shareholder value. In setting the performance goals, the Compensation Committee considers the Company’s financial forecasts under a range of ~~Compensation~~

~~Our executive compensation program in 2018 consisted~~scenarios and other factors, including actual and anticipated economic and industry conditions, pay for performance alignment and the pay practices of the ~~following principal elements:~~

~~base salary;~~

~~annual cash-based incentive~~ compensation ~~based on~~peer group companies. The Compensation Committee sets challenging, but achievable, goals for the Company and its key executives to appropriately drive the achievement of ~~individual~~short- and ~~Company~~long-term objectives.

Competitive Market Positioning

The Compensation Committee retained Meridian Partners LLC as its independent compensation consultant to provide advice and recommendations to the Compensation Committee with respect to the Company’s executive compensation programs and Named Executive Officer compensation decisions for 2020. Meridian assessed the overall target and actual compensation levels and analyzed the mix of base salary, annual incentive compensation and long-term compensation of the Named Executive Officers at a select group of peer companies. The Compensation Committee did not specifically link the target or actual compensation levels of our Named Executive Officers to those at the selected peer companies, but rather used the peer analysis as a point of reference when determining appropriate overall compensation levels and mix of compensation for our Named Executive Officers. The Compensation Committee retains the flexibility to set compensation levels at, above or below the median of the peer company group in the Committee's reasonable discretion taking into account factors such as 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 ~~goals;~~for the year.

TABLE OF CONTENTS

The peer group companies used by Meridian in the 2020 review were:

•

Aircastle Limited

•

Herc Holdings Inc.

•

Air Lease Corp.

•

Hub Group, Inc.

•

Atlas Air Worldwide Holdings

•

Matson, Inc.

•

Forward Air Corporation

•

Mobile Mini Inc.

•

GATX Corporation

•

Werner Enterprises, Inc.

•

H&E Equipment Services, Inc.

~~equity-based~~As the Company has few direct competitors, for purposes of defining the Company’s peer group, Meridian selected companies that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, freight forwarding, and trucking that are comparable to Triton in terms of revenues, asset size and market capitalization. The Company’s two public container leasing company peers, Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), were excluded from the executive compensation peer group. Textainer was excluded because, as a foreign private issuer, it is not required to file a definitive proxy statement but rather includes high-level summary compensation information in its annual report on Form 20-F; accordingly, the compensation details provided are not specific enough to be used in the peer group analysis. CAI was excluded as its revenue and market capitalization figures relative to the Company were considered to be too small to be included in the executive compensation peer group.

The composition of the peer group is reviewed annually to ensure it remains appropriate in terms of company size and business focus and to reflect mergers, acquisitions or other business related changes that may occur. The following changes have been approved to the peer group for 2021:

Aircastle Limited was acquired in 2020 and was removed from the peer group;

Mobile Mini merged with WillScot Corporation in 2020 and was replaced in the peer group by WillScot Mobile Mini, the go-forward entity in the merger; and

the peer group was expanded by adding the following companies:

Air Transport Services Group Inc.,

CIT Group Inc.,

Cubesmart,

Life Storage, Inc. and

McGrath RentCorp.

The 2020 benchmarking analysis indicated that total direct compensation (i.e., base salary, plus target annual bonus, plus long term incentive compensation) and mix of compensation elements for Mr. Sondey and Mr. O’Callaghan were close to the peer group median. The total compensation of the remaining Named Executive Officers at the time of the analysis was below the market median of the peer group. The Compensation Committee also evaluated the Company’s financial performance relative to the financial performance of the selected peer companies. The analysis demonstrated that the Company’s performance was in the top quartile of the peer group based on three-year TSR and one and three-year Return on Equity.

TABLE OF CONTENTS

Principal Elements of Our Executive Compensation Program

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

Pay Element	Purpose	Performance Period	2020 Performance Metrics
Base salary	Attract and retain talent	Annual	—
Annual cash incentive	Incentivize achievement of short-term financial and operational/strategic objectives	Annual	• Adjusted EPS • Adjusted Return on Equity •Growth in Revenue Earning Assets
Long-term equity based compensation—time-based restricted shares	Facilitates stock ownership, executive retention and shareholder alignment	Three Years	Stock price appreciation
Long-term equity based compensation—performance- based restricted shares	Designed to reward long-term performance relative to peers and shareholder alignment	Three Years	Relative total shareholder return (“TSR”)

2020 Target Compensation Mix for CEO and other NEOs

Pay for performance is an essential element of our compensation philosophy. We believe our compensation program should motivate our executives to meaningfully contribute, both individually and collaboratively, to Triton’s short- and long-term ~~compensation;~~success. To that end, our compensation program is substantially performance-based and uses a mix of short- and long-term incentive compensation elements with metrics that align with our business strategy and the nature of the industry in which we operate.

Note: Amounts shown in the charts above reflect base salary and incentive targets in effect for the NEOs in 2020 and thus are not intended to match amounts in the Summary Compensation Table or Grant of Plan Based Awards Table.

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

Base Salary

The Compensation Committee believes that competitive base salaries are necessary to attract and retain managerial talent. Base salaries are set at levels considered to be appropriate for the scope of the job function and the level of responsibility of the individual, the skills and qualifications of the individual, ~~and~~individual performance, the amount of time spent in the ~~position.~~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.

TABLE OF CONTENTS

Our Compensation Committee reviews the performance and sets the salary for our Chief Executive Officer on an annual basis. As part of this process, our Chief Executive Officer makes salary recommendations to the Committee concerning our other Named Executive Officers, and the Compensation Committee reviews these recommendations and may approve or change the salary amounts for our other Named Executive Officers based on these recommendations.

The following is a summary of our Named Executive Officers’ base salaries for ~~2018:~~

2020:

Summary of ~~the~~ ~~Current~~ Named Executive ~~Officers'~~Officers’ Base Salaries

Name
2018
Base Salary
2017
Base Salary Rate
Increase to
Base Salary
Brian M. Sondey
$
900,000

$
800,000

12.5
%
John Burns
$
440,000

$
425,000

3.5
%
John F. O’Callaghan⁽¹⁾
£
333,730

£
290,200

15.0
%
Kevin Valentine
$
355,000

$
330,000

7.6
%
Marc Pearlin
$
337,500

$
325,500

3.7
%

Name	2020 Base Salary	2019 Base Salary	Increase to Base Salary
Brian M. Sondey	$950,000	$930,000	2.2%
John Burns	$475,000	$455,000	4.4%
John F. O’Callaghan⁽¹⁾	$475,650	$445,475	6.8%
Kevin Valentine	$385,000	$370,000	4.1%
Carla Heiss⁽²⁾	$400,000	$400,000	—%

(1)

~~(1)~~

Mr. O’Callaghan’s 2020 and 2019 Base Salary amounts shown in ~~local GBP.~~the table use a conversion rate of USD 1.334 to GBP 1.0 and USD 1.293 to GBP 1.0, respectively. In GBP, the increase to his Base Salary was 3.5%.

(2)	Ms. Heiss joined the Company in December 2019. Amount shown for 2019 is annualized.

Annual ~~Cash-Based~~ Incentive Compensation

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

financial and strategic priorities.

~~TABLE OF CONTENTS~~

~~201~~82020 Annual ~~Cash-Based~~ Incentive Plan

The Compensation Committee established a ~~2018~~2020 annual incentive plan that covered all Triton executives, including our Named Executive Officers. The Compensation Committee established the target incentive compensation amount and target incentive compensation range for the Chief Executive Officer. The Chief Executive Officer made target incentive compensation recommendations to the Compensation Committee for the other Named Executive Officers, and the Compensation Committee reviewed the Chief Executive Officer’s recommendations and approved the recommendations after discussion and refinements. ~~Targets~~Target incentive opportunities were set at levels considered appropriate for the job function and skills of each individual, and to reflect the individual’s ability to impact Company performance. ~~Targets~~Target incentive opportunities were also evaluated relative to peer group ~~levels, and generally referenced to benchmark data.~~levels. Under the plan, incentive compensation targets and ranges are expressed as a percentage of base salary, as set forth in the table below.

Annual Incentive Award Opportunity ~~and Results~~for ~~Current~~ Named Executive Officers

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

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

Payout calculations under the ~~2018~~2020 annual incentive plan were based 50% on Triton’s ~~2018~~2020 consolidated financial performance and ~~based~~ 50% on individual performance. The financial performance element of the plan included three financial measures: Adjusted net income (60% weighting), return on equity (20% weighting) and growth in revenue earning assets (20% weighting). For Named Executive Officers, the individual performance payout was driven by the Company’s success in three critical areas: marketing and container fleet performance (45% weighting), capital management and corporate structuring (35% weighting), and finalization of post-merger organizational form (20% weighting). The actual payout under the Company financial performance and individual performance elements of the plan could range from 0% to 200% based on actual performance compared to target levels, and the Compensation Committee could also use a subjective assessment of the perceived strength and ~~importance of the contribution~~contributions of each of the executive officers to increase or decrease the calculated payout levels. All annual incentive awards earned by our Named Executive Officers are subject to our ~~Clawback Policy.~~clawback policy.

TABLE OF CONTENTS

Financial Performance Goals

For 2020, the Compensation Committee established and set targets for three financial performance metrics: Adjusted Earnings Per Share, Growth in Revenue Earning Assets and Adjusted Return on Equity. In setting the performance targets at the beginning of each year, the Compensation Committee reviews with management the Company’s financial forecasts and business plans and actual and anticipated conditions in the business cycle. The Committee sets targets intended to align executive compensation with the appropriate achievement of profitability, growth and return targets taking into account these factors. The table below summarizes the 2020 targets, weightings and Triton’s actual performance for each of the metrics. Based on these targets, the calculated payout for the financial performance component of the 2020 annual incentive plan was 131%.

2020 Annual Incentive Plan Company Financial Performance Targets and Results

Consolidated financial performance

Weighting

Target

Threshold

Maximum

Actual

Adjusted EPS

60%

$4.08

$3.57

$5.10

$4.61

Growth in Revenue Earning Assets

20%

5%

0%

10%

0.7%

Adjusted Return On Equity

20%

13.0.%

11.4%

16.3%

15.9%

The Compensation Committee utilized these financial metrics as they incentivize achievement of short-term progress toward long-term value creation and are strong indicators of our overall performance as follows:

~~(1)~~ Metric	~~See Reconciliation of Non-GAAP Financial~~	Objective
Adjusted EPS		Measures ~~on page A-1.~~our core profitability and success in achieving profitable growth for our shareholders.
Growth in Revenue Earning Assets		Measures our ability to grow our business and market position in a competitive environment.
Adjusted Return On Equity		Measures how efficiently management uses investors’ capital to generate profits.

Individual Performance Goals

For 2020, individual performance objectives set by the Compensation Committee for the Named Executive Officers were tied to numerous specific objectives for the overall company or within their business units or functional areas. These objectives were set in early 2020, before the COVID-19 pandemic. They 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 business transformation initiatives to further enhance Triton’s competitive advantages; enhancing Triton’s organization, especially in regard to talent and leadership development; enhancing risk management processes and increasing our corporate focus on ESG initiatives.

The Committee determined that most of the operating and investment goals, as well as several of the organizational goals were exceeded in 2020, despite disruptions caused by the COVID-19 pandemic. Additionally, while progress on some of the strategic and business transformation objectives was mixed, the Committee determined that management’s enhanced focus on delivering the operating and investment objectives, careful management of the increased complexity and risks caused by the pandemic, as well as success in aggressively pursuing the value creation opportunities provided by the surge in trade volumes and leasing demand in the second half of the year, substantially exceeded expectations. Among the key accomplishments influencing the Committee’s decisions on the individual performance portion of the annual incentive awards for 2020 were the following results:

Successfully navigating the rapid transition to remote working globally while managing business continuity risks across all operations and functions.

Significantly growing our market share of leasing transactions.

Achieving nearly 99% equipment utilization rate at the end of the year.

Increasing lease durations for new and used equipment, thus locking in attractive lease rates for extended terms.

TABLE OF CONTENTS

Skillfully managing increased customer credit risk during the first half of the year, including rapidly reducing higher risk exposures and collaboratively working with customers to profitably mitigate short-term challenges.

Rigorously managing the Company’s capital allocation strategy through the pandemic, including focusing on aggressive share repurchases in the first half of the year while market conditions were weak and rapidly pivoting to accelerated fleet growth when market conditions inflected upwards, all while lowering overall leverage, attractively refinancing existing debt and increasing annual dividends by nearly 10%.

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

As a result, the payouts under the individual performance goals for the Named Executive Officers ranged from 135% to 200%, averaging 170%.

COVID-19 Adjustment Factor for 2020 Annual Incentive Plan

In further recognition of the extraordinary personal and business challenges faced in 2020 due to the COVID-19 pandemic and the increased dedication and collaboration required to successfully deliver the Company’s strong financial and operating results while managing increased operational, supply chain, customer credit and human capital risks, including the rapid transition to remote working, the Compensation Committee determined to increase the calculated payout under the annual incentive plan for each of the NEOs by a factor of 1.1 times. Triton included this adjustment factor for all employees participating in the annual incentive plan.

The table below shows the actual payouts under the annual incentive plan for each Named Executive Officer for 2020.

Financial

Individual

Financial/
Individual
Bonus

COVID-19
Adjustment

Total
2020
Bonus

Target
Bonus (as a
% of base
Salary)

Total
Payout as
a % of
Target

Performance

Weighting

Performance

Weighting

Brian M. Sondey

131%

50%

180%

50%

$1,477,250

110%

$1,624,975

100%

171%

John Burns

131%

50%

135%

50%

$379,050

110%

$416,955

60%

146%

John F. O'Callaghan

131%

50%

200%

50%

$472,320

110%

$519,552

60%

182%

Kevin Valentine

131%

50%

200%

50%

$382,305

110%

$420,536

60%

182%

Carla Heiss

131%

50%

135%

50%

$319,200

110%

$351,120

60%

146%

2021 Annual Incentive Plan ~~Individual Performance Targets~~Design Change.

The Compensation Committee regularly reviews and ~~Results~~refines our compensation program to ensure it remains competitive, supports strategic objectives and rewards performance. For 2021, the Compensation Committee has approved changes to the annual incentive plan such that the Adjusted Return on Equity metric will be replaced with Cash Flow Before Capital Expenditures, which is a measure we report externally and is viewed by our shareholders as an important measure of liquidity for ~~Named Executi~~~~ve Officer~~s.

capital expenditures, dividends, share repurchases and other value creating opportunities. The other financial metrics will remain Adjusted EPS and Growth in Revenue Earning Assets. As discussed below under “Long-Term Equity Based Compensation,” the Committee has added Adjusted Return on Equity as a second performance metric for our long-term performance-based restricted share awards granted in 2021. ~~Individual Performance~~~~Critical Area~~	~~Weighting~~	~~Target Objective~~		~~Actual Result~~
~~Marketing and Container Fleet Performance~~	~~45%~~
		•	~~Achieve 96% average Utilization for 2018~~	•	~~Exceeded – average utilization 98.6% in 2018~~
		•	~~Win 25% of new build leasing share~~	•	~~Exceeded – Estimate new lease share above 25% in 2018~~
		•	~~Realize average dry container sale prices at residual values or better~~	•	~~Exceeded – Average dry sales prices 30% above residual values in 2018~~
		•	~~Reduce end-of-lease volatility~~	•	~~Achieved – Average initial lease duration for new containers approx. 7 yrs. in 2018~~
		•	~~Extend a large portion of expired leases~~	•	~~Not Achieved – unable to extend a number of large expirations on acceptable terms in 2018~~
~~Corporate Structure and Capital Management~~	~~35%~~	•	~~Implement corporate structure enhancements~~	•	~~Achieved – Completed corporate structuring, funding, and assets transfers in 2018~~
		•	~~Complete meaningful financings with new sources/structures~~	•	~~Not Achieved - Did not utilize new sources but financing programs very successful overall~~
		•	~~Make significant progress streamlining financial structure~~	•	~~Not Achieved~~
~~New Organization in Final Form~~	~~20%~~	•	~~New organization structure functioning smoothly~~	•	~~Achieved – all internal and external processes functioning smoothly and more efficiently~~
		•	~~Fully implement organizational changes~~	•	~~Achieved – all planned merger related organizational changes implemented~~
		•	~~Achieve $40 million run rate savings by end of Q1 2018~~	•	~~Mostly achieved Shortfall of $2 -$3 Million expected to be achieved in 2019~~

Long-Term Equity Based Compensation

We utilize long-term equity based compensation for key employees, including our Named Executive Officers, to align their compensation with the growth of long-term value for our shareholders, to motivate them to achieve long-range goals and ~~to retain their services over the vesting period.~~as a retention tool. The Compensation Committee administers our long-term

~~TABLE OF CONTENTS~~

equity compensation plans and determines the individuals eligible to receive awards, the types of awards, the number of common shares subject to the awards, the ~~price~~value and timing of awards, and the other terms, conditions, performance criteria and restrictions on the awards. Long-term incentive awards earned by our Named Executive Officers are subject to our clawback policy.

Currently, the Company utilizes a mix of time-based and performance-based restricted ~~common share grants as~~shares for its long term incentive compensation ~~awards.~~

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

TABLE OF CONTENTS

~~Shares~~

2020 Long-Term Incentive Program Awards

All share awards granted under ~~the 2016 Equity Incentive Plan~~our equity incentive program have a ~~3 year~~3-year cliff vesting period, with 50% of the shares constituting time-based awards contingent on the executive’s continued employment with the Company through the vesting date, and 50% constituting performance-based awards. Awards will pay out in Triton common shares, plus dividends accrued over the vesting period on earned shares. For performance-based share awards granted in 2020, the level of vesting will be contingent on the Company’s relative TSR over the vesting period (subject to the executive’s continued ~~employment with the Company through the vesting date as well as the Company’s total shareholder return (“TSR”) over the three-year performance period~~employment) versus the TSR over the same period of the following peer companies:

•

~~United Rentals~~

•

~~Aircastle~~

•

~~Hub Group~~

•

~~Forward Air~~

•

~~Matson~~

•

~~Mobile Mini~~

•

~~GATX~~

•

~~Textainer Group Holdings~~

•

~~H&E Equipment Services~~

•

~~CAI International, Inc.~~

•

Air Lease Corp.

•

Herc Holdings, Inc.

•

Atlas Air Worldwide Holdings

•

Hub Group, Inc.

•

CAI International, Inc.

•

Matson, Inc.

•

Forward Air Corporation

•

Mobile Mini Inc.⁽¹⁾

•

GATX Corporation

•

Textainer Group Holdings

•

H&E Equipment Services, Inc.

•

Werner Enterprises, Inc.

(1)	Effective July 1, 2020, Mobile Mini Inc. was replaced with the go-forward entity from its merger with WillScot Corporation, Willscot Mobile Mini.

~~Calculation~~The performance-based share awards granted in 2020 will vest between 50% and 150% of ~~Performance Share Award Grants for Shares Granted~~the target award granted in ~~2018 under~~accordance with the ~~2016 Equity Incentive Plan:~~

methodology set forth below:

The TSR of each peer company over the three-year performance period will be calculated and ranked, provided that Textainer will be included on the list three times and CAI will be included on the list twice, as they are direct competitors of the Company and provide a common basis for comparison.

If the Company’s TSR over the three-year performance period is in the bottom one-third of the ~~list of~~ peer companies, 50% of the target ~~performance based~~performance-based restricted shares will vest.

If the Company’s TSR over the three-year performance period is in the middle one-third of the ~~list,~~peer companies, 100% of the target ~~performance based~~performance-based restricted shares will vest.

If the Company’s TSR over the three-year performance period is in the top one-third of the ~~list,~~peer companies, 150% of the target ~~performance based~~performance-based restricted shares will vest.

~~Using December 31, 2018 as~~The peer companies used for purposes of the ~~measurement date,~~2020 performance-based share awards are substantially similar to the ~~maximum number of performance shares would have been achieved.~~

~~Long-term incentive awards earned~~peer group used by ~~our~~Meridian to assess market-based compensation for Named Executive Officers for 2020, except that Textainer and CAI, the Company’s publicly traded container leasing peers, are ~~subject~~included in the relative TSR peer group and Aircastle Limited was removed due to ~~our Clawback Policy.~~

its acquisition in the first quarter of 2020. The following table lists the restricted share grants made to the Named Executive Officers in ~~2018:~~

~~Current~~ 2020:

Named Executive Officers’ ~~2018~~ 2020 Share Grants

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

	Vesting Date	Time-Based	Performance-Based
Name	Vesting Date	Time-Based	Minimum	Target	Maximum
Brian M. Sondey	January 10, 2023	31,347	15,674	31,347	47,021
John Burns	January 10, 2023	6,399	3,199	6,398	9,598
John F. O’Callaghan	January 10, 2023	5,882	2,941	5,881	8,822
Kevin Valentine	January 10, 2023	5,753	2,876	5,752	8,629
Carla Heiss⁽¹⁾	—	—	—	—	—

(1)	Ms. Heiss received a share grant upon joining the Company in December 2019 intended to cover the 2020 compensation period and thus pursuant to her employment offer letter did not receive an equity incentive award in 2020.

TABLE OF CONTENTS

2020 Long-Term Incentive Program Payouts

The number of shares that vested in 2020 for our NEOs was significantly lower than the number of shares scheduled to vest in upcoming years. This is because our then-serving NEOs were granted equity awards following the closing of the TCIL and TAL merger in July 2016 that were intended to cover the compensation periods for both the second half of 2016 as well as the full year of 2017. These awards vested in September 2019. Mr. O’Callaghan was the only NEO who had an equity award that vested in 2020, which included a performance-based share award that vested at the maximum level. The following table shows the performance-based and time-based equity awards that vested in 2020 for our NEOs. Amounts shown below are included in the Options Exercised and Stock Vested table on page 38 of this 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	—	$—	—	$—
John Burns	—	$—	—	$—
John F. O’Callaghan	4,091	$164,458	5,113	$205,543
Kevin Valentine	—	$—	—	$—
Carla Heiss	—	$—	—	$—

2021 Long-Term Incentive Plan Design Change

The Compensation Committee determined that, beginning with the 2021 grant which will vest in 2024, Adjusted Return on Equity would be added as an additional performance metric to the performance-based restricted shares awarded to our Named Executive Officers. In determining to add Adjusted Return on Equity as an additional long-term performance metric, the Compensation Committee considered that it would serve as a complementary metric to relative TSR as it is an important metric tied to long-term value creation. In addition, beginning with the 2021 award grant, the performance share payout formula will be adjusted so that performance between minimum and target levels and between target and maximum levels will be determined by linear interpolation between the relevant payout percentages.

Executive Share Ownership Guidelines

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

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

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, 2020, 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, 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.

TABLE OF CONTENTS

~~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.

~~201~~9 ~~Target Compensation~~

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

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

Clawback Policy

The Company has a ~~Clawback~~clawback policy to encourage sound risk management and accountability. The ~~Clawback~~clawback policy provides that ~~performance based~~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~~performance-based compensation awarded or paid to the executive due to the misstated financial results, and covers awards for the three-year period preceding the date of the financial restatement. The Compensation ~~and Talent Management~~ Committee administers and makes determinations under the ~~Clawback~~clawback policy.

~~Benchmarking~~

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

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

~~TABLE OF CONTENTS~~

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

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

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

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

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

Mercer selected companies for use in the peer group that operate in similar or adjacent industries, such as the leasing of transportation and other equipment, shipping, freight forwarding, and trucking that are similar to Triton in terms of revenue, asset size and market capitalization (in millions). The Company’s two public container leasing company peers, Textainer Group Holdings Limited (“Textainer”) and CAI International, Inc. (“CAI”), were excluded from the pay peer group. Textainer was excluded because, as a foreign private issuer, it is not required to file a definitive proxy statement but rather includes high-level summary compensation information in its annual report on Form 20-F; accordingly, the compensation details provided are not specific enough to be used in the peer group analysis. CAI’s revenue and market capitalization figures range from 20% to 35% of the corresponding metrics of the Company, and therefore CAI was considered to be too small to be included in the pay peer group. The following tables summarize the key financial and performance metrics of the pay peer group:

Revenue
(Year Ended 12/31/2018)
Total Assets
(As of 12/31/2018)
Market Capitalization
(As of 12/31/2018)

(millions)
(millions)
(millions)
33^rd Percentile
$
1,339

$
2,054

$
1,291

Median
$
1,520

$
3,099

$
1,393

66^th Percentile
$
2,020

$
6,076

$
1,753

Triton International Limited
$
1,350

$
10,271

$
2,512

Hub
Group
H&E
Atlas
Air
Werner
Ent
Matson
Herc
Holdings
Air
Lease
GATX
Forward
Air
Air
Castle
Lim
Mobil
Mini
Triton⁽¹⁾
Median
Triton
Rank
Net Income 2018 (millions)
$
98

$
77

$
271

$
168

$
109

$
82

$
511

$
211

$
91

$
246

$
(8
)
$
363

$
139

2/12

3 Yr Net Income Growth

9
%

27
%

85
%

29
%

10
%

(261
)%

11
%

(6
)%

49
%

18
%

(155
)%

66
%

14
%

2/12

1 Year Total Return

(24.7
)%

(45.9
)%

(27.2
)%

(23.3
)%

6.2
%

(59.0
)%

(36.4
)%

13.3
%

(4.0
)%

(22.0
)%

(6.4
)%

(15.7
)%

(22.6
)%

5/12

3 Year Total Return

12.5
%

35.6
%

2.1
%

29.9
%

(19.6
)%

(24.7
)%

(7.5
)%

81.4
%

31.9
%

(4.3
)%

10.5
%

156.2
%

11.5
%

1/12

1 Year ROE

11.2
%

32.4
%

14.0
%

13.7
%

15.2
%

15.4
%

11.4
%

11.8
%

16.8
%

12.6
%

(1.0
)%

16.7
%

13.9
%

3/12

3 Year ROE

10.3
%

27.5
%

7.5
%

10.0
%

15.2
%

(1.0
)%

11.0
%

14.1
%

12.1
%

9.4
%

3.6
%

9.8
%

10.1
%

8/12

~~(1)~~

~~Triton’s 3 year metrics reflect combined financial information for TCIL and TAL prior to the merger in order to show overall growth results.~~

~~TABLE OF CONTENTS~~

Employee Benefits

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

Deferred Compensation Plan

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

Pension Plan

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

Personal Benefits

Consistent with our pay-for-performance philosophy, we provide limited executive perquisites. See the “All Other Compensation” column of the Summary Compensation Table and the notes thereto on page 36 of this proxy statement for a description of the perquisites provided to the Named Executive Officers.

Change ofin Control

Provisions

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

Employment Agreement with Mr. Sondey

In November 2004, TAL entered into an employment agreement with Mr. Sondey in order to retain Mr. Sondey’s services as TAL’s Chief Executive Officer. The employment agreement was assumed by the Company in connection with the closing of the ~~merger.~~merger of TCIL and TAL in July 2016. The employment agreement currently provides for automatically renewing successive one-year terms subject to at least 90 days’ advance notice by either party of a decision not to renew the employment agreement. Mr. Sondey’s base salary for ~~2018~~2020 was ~~$900,000~~$950,000 and under the terms of the employment agreement, is increased annually to reflect his performance and increases in the consumer price index. Mr. Sondey is also entitled to certain perquisites, as well as other benefits that are provided to other employees, which include health and disability insurance and paid vacations. Mr. Sondey is entitled to severance pay if his employment is terminated by us without cause (as defined in the employment agreement), if he terminates his employment for good reason (as defined in the employment agreement) or if he dies or becomes disabled. Upon a termination without cause or for good reason, Mr. Sondey is entitled to severance pay equal to his base salary and incentive compensation for 18 months. Upon a termination due to death or disability, Mr. Sondey is entitled to severance pay equal to his base salary and incentive compensation for one year plus a pro-rated portion of the bonus (based on the

TABLE OF CONTENTS

period from the beginning of the year through the date of termination) that he would have been entitled to receive had his employment not terminated. Upon termination of Mr. Sondey’s employment for any reason or no reason, subject to our election to continue to pay to Mr. Sondey his base salary for a one-year period following such termination, unless such termination is for cause, Mr. Sondey will be restricted from competing with us for a period of one year following such termination.

Non-Compete Agreements

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

Employee Severance Plan

~~The~~

Our Named Executive Officers (other than Mr. Sondey) participate in the Employee Severance Plan, which provides benefits to all eligible employees upon a termination of employment by the Company without cause or by the participant for good reason (each as defined in the Employee Severance Plan), subject to the participant’s execution of a release of claims in connection with his or her termination of employment.

~~TABLE OF CONTENTS~~

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

Anti-Hedging and Anti-Pledging Policy

– Hedging and Pledging of Shares Prohibited

Hedging and similar monetization transactions by a director or an executive officer can lead to a misalignment between the objectives of that director or executive officer and the objectives of our shareholders. The ~~Company has a~~Company’s insider trading policy ~~prohibiting~~prohibits employees, ~~including~~ officers, and directors from engaging in ~~speculative~~hedging transactions ~~involving~~with respect to Company ~~shares,~~securities and from pledging Company securities beneficially owned by them, including purchasing Company shares on margin, pledging Company shares to secure a loan, trading in options on the Company’s shares, or short sales of Company shares.

Tax Deductibility of Compensation

Internal Revenue Code Section 162(m) imposes a limit of $1 million per year on the amount of compensation paid to certain executive officers that a company may deduct for any single taxable year. Historically, the deduction limitation did not apply to “qualified ~~performance based~~performance-based compensation” within the meaning of Section 162(m).

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

Compensation and Talent Management Committee Interlocks and Insider Participation

~~The Board~~

None of ~~Directors has established a Compensation and Talent Management Committee, consisting of Messrs. Germain, Coulter and Hextall. No~~the members of the Compensation and Talent Management Committee are officers, employees or former officers of the Company. No executive officer of the Company served as a member of the compensation committee ~~(or~~

TABLE OF CONTENTS

(or other committee performing equivalent functions) or board of directors of another entity, one of whose executive officers served on the Compensation and Talent Management Committee or as a director of the Company.

~~TABLE OF CONTENTS~~

REPORT OF THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE

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

proxy statement.

			~~THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE~~The Compensation and Talent Management Committee
			~~Claude Germain,~~ ~~Chair~~
			Claude Germain, Chair David A. Coulter
	John S. Hextall

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

~~2018~~ SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of our Named Executive Officers for the fiscal years ended December 31, ~~2018, 2017~~2020, 2019 and ~~2016~~2018 fiscal years.

Name
Year
Salary
⁽¹⁾
Bonus
⁽²⁾
Share Awards
^(3)(4)(5)
Non-Equity
IC⁽⁶⁾
All Other
Compensation⁽⁷⁾
Total
Brian M. Sondey
2018
$
900,000

$
—

$
2,006,536

$
1,548,000

$
18,791

$
4,473,327

2017
$
800,000

$
362,500

$
—

$
1,500,000

$
15,988

$
2,678,488

2016
$
361,923

$
—

$
2,159,569

$
850,020

$
4,091

$
3,375,603

John Burns
2018
$
440,000

$
—

$
444,364

$
427,680

$
15,915

$
1,327,959

2017
$
425,000

$
187,500

$
—

$
427,125

$
15,830

$
1,055,455

2016
$
191,038

$
—

$
607,375

$
226,163

$
5,324

$
1,029,900

John F. O’Callaghan⁽⁹⁾
2018
$
425,973

$
—

$
382,267

$
414,045

39,313

$
1,261,598

2017
$
392,497

$
—

$
195,935

$
412,120

$
41,453

$
1,042,004

2016
$
351,464

$
—

$
522,957

$
227,584

$
33,757

$
1,135,762

Kevin Valentine
2018
$
355,000

$
—

$
358,339

$
419,610

$
14,542

$
1,147,491

2017
$
330,000

$
147,500

$
—

$
346,500

$
14,466

$
838,466

2016
$
148,946

$
—

$
458,907

$
186,323

$
3,831

$
798,007

Marc Pearlin
2018
$
337,500

$
—

$
238,917

$
198,450

$
16,229

$
791,096

Simon R. Vernon⁽⁸⁾⁽⁹⁾
2018
$
88,284

$
—

$
156,543

$
125,867

$
3,314,584

$
3,685,278

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

Name and Principal Position	Year	Salary ($)	Bonus ($)	Share Awards ($)⁽¹⁾⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Brian M. Sondey	2020	950,000	—	2,384,880	1,624,975	16,040	4,975,895
Chairman and Chief Executive Officer	2019	930,000	—	2,210,834	841,650	16,403	3,998,887
Chairman and Chief Executive Officer	2018	900,000	—	2,006,536	1,548,000	18,791	4,473,327

John Burns	2020	475,000	—	486,798	416,955	21,914	1,400,667
Senior Vice President and Chief Financial Officer	2019	455,000	—	466,741	226,590	16,006	1,164,337
Senior Vice President and Chief Financial Officer	2018	440,000	—	444,364	427,680	15,915	1,327,959

John F. O’Callaghan⁽⁵⁾	2020	475,650	—	447,465	519,552	24,932	1,467,599
Executive Vice President, Global Head of Field Marketing and Operations	2019	445,475	—	432,332	221,847	22,927	1,122,581
	2018	425,973	—	382,267	414,045	39,313	1,261,598

Kevin Valentine	2020	385,000	—	437,650	420,536	15,283	1,258,469
Senior Vice President, Triton Container Sales	2019	370,000	—	422,510	217,560	15,131	1,025,201
Senior Vice President, Triton Container Sales	2018	355,000	—	358,339	419,610	14,542	1,147,491

Carla Heiss	2020	400,000	—	—	351,120	14,526	765,646
Senior Vice President, General Counsel and Secretary	2019	23,077	330,000	417,196	—	656	770,929
Senior Vice President, General Counsel and Secretary

(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 for 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 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 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 in the ~~2018~~2020 Consolidated Financial Statements in the Company’s Form 10-K filed on February ~~19, 2019.~~16, 2021. Dividends are not paid on awards during the vesting period. Actual value to be realized, if any, will depend on the satisfaction of certain pre-established vesting conditions. The awards granted for 2020 are set forth in the “Grants of Plan-Based Awards Table” on page 37.

~~(5)~~(2)

The grant date fair value of the performance-based restricted common shares reported in this column assumes that these awards will be earned at the target level of performance. If the maximum level of performance had been assumed, the grant date fair value of the ~~time vested common shares granted~~time-based and the performance-based restricted ~~common~~ shares granted to our Named Executive Officers would have been as ~~follows: In 2018,~~follows for 2020: Mr. Sondey: ~~$2,508,151;~~$2,981,119; Mr. Burns: ~~$555,455;~~$608,526; Mr. O’Callaghan: $447,834; Mr. Valentine: $447,924 and Mr. Pearlin: $298,628. 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;$559,340; and Mr. Valentine: ~~$516,278.~~$547,091.

~~TABLE OF CONTENTS~~

(3)

~~(6)~~

~~Pursuant to SEC guidance, represents cash~~Cash awards earned ~~respectively for 2018, 2017, and 2016~~ 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.program. All incentive compensation payments to our Named Executive Officers are calculated following the closing of the fiscal year and paid out in January/February of the following year.

(4)

~~(7)~~

~~In 2018, all other compensation~~For 2020, All Other Compensation consisted of the following:

Name
Savings Plan Company
Match ($)
Other Compensation
($)⁽¹⁾
Total
($)
Brian M. Sondey
$6,000
$12,791
$18,791
John Burns
$6,000
$9,915
$15,915
John F. O’Callaghan
$18,242
$21,071
$39,313
Kevin Valentine
$6,000
$8,542
$14,542
Marc Pearlin
$6,000
$10,229
$16,229
Simon R. Vernon⁽²⁾
$4.296
$3,310,287
$3,314,584

Name	Savings Plan Company Match ($)	Other Compensation ($)⁽¹⁾	Total
Brian M. Sondey	6,000	10,040	16,040
John Burns	6,000	15,914	21,914
John F. O’Callaghan	7,100	17,831	24,931
Kevin Valentine	6,000	9,283	15,283
Carla Heiss	6,000	8,526	14,526

(1)

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

~~(2)~~

For Mr. Vernon, other compensation includes a severance payment of $2,995,446 related to his retirement on February 28, 2018 and consulting fees of $250,000 related to his consulting agreement with the Company. For his service as a Director, Mr. Vernon received $50,000 pro-rated director fees. Disability insurance and club fees are included as well.

~~(8)~~

Simon Vernon retired as President of the Company on February 28, 2018, but continued as a member of the Board of Directors. In accordance with SEC guidance, all of his compensation, including his compensation for serving as a Director, is set forth in the 2018 Summary Compensation Table. Details regarding the amount shown in “Other Compensation” are discussed in footnote 7. Details regarding the $156,543 share awards amount are described on page 15.

~~(9)~~(5)

Amounts reported in the table for ~~Messrs. Vernon and O’Callaghan~~Mr. O'Callaghan were paid in GBP ~~but were~~and converted for purposes of this table from GBP to ~~US dollars. For 2018, the foreign~~U.S. dollars at an exchange rate ~~on November 30, 2018~~ of 1USD 1.334 to GBP 1.0 for 2020, USD 1.293 to ~~1.2764 US dollars was used,~~GBP 1.0 for ~~2017, the foreign exchange rate on November 30, 2017 of 1~~2019, and USD 1.276 to GBP ~~to 1.3525 US dollars was used and~~1.0 for ~~2016 the foreign exchange rate on November 30, 2016 of 1 GBP to 1.25 US dollars was used.~~2018.

TABLE OF CONTENTS

GRANTS OF PLAN-BASED AWARDS TABLE ~~FOR 201~~8

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, ~~2018:~~

Grant Date
Non-Equity Incentive Awards
Equity Incentive Awards⁽¹⁾
All Other
Share
Awards:
Number of
Shares
(#)
Grant Date Fair
Value of Share
Awards⁽²⁾
Name
Minimum
($)
Target
($)
Maximum
($)
Minimum
(#)
Target
(#)
Maximum
(#)
Brian M. Sondey
2/1/18
$0
$
900,000

$
1,800,000

13,668

27,337

41,005

$
1,003,268

2/1/18

27,337

$
1,003,268

John Burns
2/1/18
$0
$
264,000

$
528,000

3,027

6,054

9,081

$
222,182

2/1/18

6,054

$
222,182

John F. O’Callaghan(¹⁾
2/1/18
$0
$
255,584

$
511,168

2,604

5,208

7,812

$
191,134

2/1/18

5,208

$
191,133

Kevin Valentine
2/1/18
$0
$
213,000

$
426,000

2,441

4,882

7,323

$
179,169

2/1/18

4,882

$
179,170

Marc Pearlin
2/1/18
$0
$
135,000

$
270,000

1,627

3,255

4,882

$
119,459

2/1/18

3,255

$
119,458

Simon Vernon⁽¹⁾
2/1/18
$0
$
529,706

$
1,059,412

—

—

—

$
—

5/2/18

4,915

$
156,543

2020:

	Grant Date	Estimated Possible Payouts under Non-Equity Incentive Awards			Estimated Future Payouts under Equity Incentive Awards			All Other Share Awards: Number of Shares (#)	Grant Date Fair Value of Share Awards⁽²⁾
Name	Grant Date	Minimum ($)⁽¹⁾	Target ($)	Maximum ($)	Minimum (#)	Target (#)	Maximum (#)	All Other Share Awards: Number of Shares (#)	Grant Date Fair Value of Share Awards⁽²⁾
Brian M. Sondey	2/11/2020	$—	$950,000	$1,900,000	15,674	31,347	47,021		$1,192,440
	2/11/2020							31,347	$1,192,440
John Burns	2/11/2020	$—	$285,000	$570,000	3,199	6,398	9,598		$243,380
	2/11/2020							6,399	$243,418
John F. O’Callaghan⁽³⁾	2/11/2020	$—	$285,390	$570,780	2,941	5,881	8,822		$223,713
	2/11/2020							5,882	$223,751
Kevin Valentine	2/11/2020	$—	$231,000	$462,000	2,876	5,752	8,629		$218,806
	2/11/2020							5,753	$218,844
Carla Heiss⁽⁴⁾	2/11/2020	$—	$240,000	$480,000	—	—	—		$—

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

(2)	~~Based~~Calculated based on ~~November 30, 2018 foreign~~target equity incentive awards using the February 11, 2020 closing share price of $38.04.

(3)	Amounts reported in the “Non-Equity Incentive Award” column are based on an exchange rate of 1USD 1.334 to GBP ~~= 1.2764 USD.~~1.0.

(4)	Ms. Heiss received a share grant upon joining the Company in December 2019 intended to cover the 2020 compensation period and thus pursuant to her employment offer letter did not receive an equity incentive award in 2020.

~~(2)~~

~~Calculated using the February 1, 2018 share price equal to $36.70 for all except Mr. Vernon whose fair value was calculated at $31.85 as described in footnote 2 on page 15.~~

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE ~~FOR 201~~8

The following table includes certain information with respect to restricted share awards held by each of our Named Executive Officers as of December 31, ~~2018.~~

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 ($)⁽²⁾
Equity Incentive
Plan Awards:
Number of
Unearned Shares
That Have Not
Vested
(#)⁽³⁾
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares That Have
Not Vested
($)⁽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⁾

132,548

$
4,118,266

133,770

$
4,156,234

266,318

$
8,274,500

John Burns⁽⁵⁾

37,426

$
1,162,826

35,169

$
1,092,701

72,595

$
2,255,527

John F. O’Callaghan⁽⁶⁾

36,024

$
1,119,266

25,679

$
797,847

61,703

$
1,917,112

Kevin Valentine⁽⁷⁾

29,152

$
905,753

27,035

$
839,977

56,187

$
1,745,730

Marc Pearlin⁽⁸⁾

20,387

$
633,424

18,796

$
583,992

39,183

$
1,217,416

Simon Vernon

—

$
—

—

$
—

—

$
—

2020.

	Stock Awards
	Time-Based Restricted Shares		��	Performance-Based Restricted Shares		Combined Totals
Name	Number of Shares or Units That Have Not Vested (#)⁽¹⁾	Market Value of Shares or Units That Have Not Vested ($)⁽²⁾		Number of Unearned Shares That Have Not Vested (#)⁽³⁾	Market or Payout Value of Unearned Shares That Have Not Vested ($)⁽²⁾	Total Number of Unvested Time-Based and Performance-Based Restricted Shares (#)	Combined Market Value of Unvested Time-Based and Performance-Based Restricted Shares ($)
Brian M. Sondey⁽⁴⁾	92,448	$4,484,652		138,670	$6,726,882	231,118	$11,211,534
John Burns⁽⁵⁾	19,580	$949,826		29,370	$1,424,739	48,950	$2,374,565
John F. O’Callaghan⁽⁶⁾	17,692	$858,239		26,536	$1,287,261	44,228	$2,145,500
Kevin Valentine⁽⁷⁾	17,088	$828,939		25,629	$1,243,263	42,717	$2,072,202
Carla Heiss⁽⁸⁾	5,650	$274,082		8,475	$411,122	14,125	$685,204

(1)

Amounts appearing in this column include (1) ~~time based~~time-based restricted ~~common~~ shares granted by the Company in ~~September 2016~~February 2018, 2019, and ~~February 2018~~2020 to each of our Named Executive Officers (other than Ms. Heiss), and (2) ~~TAL~~time-based restricted shares granted to Messrs. Sondey, Burns, Valentine and Pearlin 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 Ms. Heiss in December 2019. The share grants have three-year cliff vesting contingent upon continued employment with the Company.

~~TABLE OF CONTENTS~~

~~to Mr. O’Callaghan in January 2017~~. The February 2018, January 2017 and September 2016 time-based restricted common share grants have three year cliff vesting contingent only upon continued employment with the Company. The restricted common shares originally granted in January 2016 as TAL restricted share grants have approximately three year cliff vesting, contingent only upon continued employment. The restricted common shares originally granted in July 2016 as TCIL restricted share grants have approximately two and one-half year cliff vesting, contingent only upon continued employment.

(2)

The closing ~~market~~ price of the Company’s common shares on December 31, ~~2018~~2020 was ~~$31.07.~~$48.51.

TABLE OF CONTENTS

(3)

Amounts appearing in this column include (1) ~~time and performance based~~performance-based restricted ~~Common Shares~~shares granted by the Company in February 2018, 2019, and ~~September 2016~~2020 to each of our Named Executive Officers (other than Ms. Heiss), and (2) ~~time and performance based~~performance-based restricted ~~common~~ shares granted by the Company to ~~Mr. O’Callaghan~~Ms. Heiss in ~~January 2017~~. December 2019. The ~~February 2018, January 2017 and September 2016 time and performance based~~performance-based restricted ~~common~~ share grants have ~~three year~~three-year cliff vesting contingent upon continued employment with the Company, ~~but~~and are also contingent upon meeting certain ~~performance based~~performance-based criteria, as described above in the Compensation Discussion &and Analysis. The amounts appearing in this column assume that the maximum number of ~~time and performance based~~performance-based restricted ~~common~~ shares will be earned.

(4)

Mr. Sondey’s restricted shares vest as follows: ~~31,000 on January 1, 2019, 166,977 on September 6, 2019 (which includes the maximum of the performance based share grants), and~~ 68,341 on January 1, 2021, 84,409 on January 1, 2022, and 78,368 on January 10, 2023 (which ~~includes~~all include the maximum of the ~~performance based~~performance-based share grants).

(5)

Mr. Burns’ restricted shares vest as follows: ~~10,500 on January 1, 2019, 46,962 on September 6, 2019 (which includes the maximum of the performance based share grants) and~~ 15,133 on January 1, 2021, 17,820 on January 1, 2022, and 15,997 on January 10, 2023 (which ~~includes~~all include the maximum of the ~~performance based~~performance-based share grants).

(6)

Mr. O’Callaghan’s restricted shares vest as follows: 16,522 on January 1, 2019, 22,959 on September 6, 2019 (which includes the maximum of the performance based share grants), 9,204 on January 1, 2020 (which includes the maximum of the performance based share grants) and 13,018 on January 1, 2021, 16,506 on January 1, 2022, and 14,704 on January 10, 2023 (which ~~includes~~all include the maximum of the ~~performance based~~performance-based share grants).

(7)

Mr. Valentine’s restricted shares vest as follows: ~~8,500~~12,204 on January 1, ~~2019, 35,483~~2021, 16,131 on ~~September 6, 2019~~January 1, 2022, and 14,382 on January 10, 2023 (which all include the maximum of the performance-based share grants).

(8)	Ms. Heiss’ restricted shares vest as follows: 14,125 on December 3, 2022 (which includes the maximum of the ~~performance based share grants) and 12,204 on January 1, 2021 (which includes the maximum of the performance based~~performance-based share grants).

~~(8)~~

Mr. Pearlin’s restricted shares vest as follows: 6,000 on January 1, 2019 and 25,047 on September 6, 2019 (which includes the maximum of the performance based share grants) and 8,136 on January 1, 2021 (which includes the maximum of the performance based share grants).

OPTIONS EXERCISED AND STOCK VESTED ~~IN 201~~8

~~There were no share options exercised~~TABLE

The shares shown in ~~2018. Mr. Vernon’s outstanding~~the table below represent time-based and performance-based shares ~~all~~that vested on ~~February 28, 2018 in conjunction with his retirement.~~January 1, 2020. The closing share price on ~~February 28, 2018~~January 1, 2020 was ~~$28.52.~~

Option Awards
Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value
Realized
on
Exercise
($)
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized
on
Vesting
($)
Brian M. Sondey

—

$
—

—

$
—

John Burns

—

$
—

—

$
—

John F. O’Callaghan

—

$
—

—

$
—

Kevin Valentine

—

$
—

—

$
—

Marc Pearlin

—

$
—

—

$
—

Simon Vernon

—

$
—

100,011

$
2,852,314

$40.20. We do not grant stock options to our executives as part of our equity incentive program.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Brian M. Sondey	—	$—
John Burns	—	$—
John F. O’Callaghan	9,204	$370,001
Kevin Valentine	—	$—
Carla Heiss	—	$—

~~TABLE OF CONTENTS~~

PENSION BENEFITS ~~FOR 201~~8

We do not provide our Named Executive Officers with any plans providing for payments or other benefits at, following or in connection with retirement, other than our tax-qualified defined contribution 401(k) plan and our UK Stakeholders Scheme for ~~Messrs. Vernon and~~Mr. O’Callaghan.

NONQUALIFIED DEFERRED COMPENSATION ~~FOR 201~~8

We do not provide our Named Executive Officers with any plans providing for nonqualified deferred compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

This section describes and quantifies the payments and benefits that our Named Executive Officers would have been eligible to receive from us under each contract, agreement, plan or arrangement entered into, sponsored or maintained by the Company that provides for payments or benefits in connection with a termination of employment or a change in control of the Company. The quantitative disclosure provided in this section assumes that the applicable termination of employment or change in control of the Company occurred on December 31, ~~2018,~~2020, and that the closing price per ~~Common Share~~common share to the extent applicable is equal to the closing ~~market~~share price on December 31, ~~2018~~2020 of ~~$31.07.~~

$48.51.

TABLE OF CONTENTS

~~PAYMENTS UPON TERMINATION~~

Name
Benefit
Termination Event

Termination
without Cause or
with Good Reason
Termination
without Cause or
with Good Reason
in connection with a
Change of Control
Termination
due to death
or disabilty
Brian M. Sondey
Cash Severance⁽¹⁾
$
2,700,000

$
2,700,000

$
2,700,000

Restricted Stock⁽²⁾
$
7,128,257

$
9,388,977

$
9,388,977

Non-Compete⁽¹⁾
$
900,000

$
900,000

$
—

Other⁽¹⁾⁽⁵⁾
$
15,533

$
15,533

$
—

TOTAL
$
10,743,790

$
13,004,510

$
12,088,977

John Burns
Cash Severance⁽⁴⁾
$
406,154

$
406,154

$
—

Restricted Stock⁽²⁾
$
2,071,110

$
2,571,710

$
2,571,710

Non-Compete⁽³⁾
$
440,000

$
440,000

$
—

Other⁽⁴⁾⁽⁵⁾
$
15,533

$
15,533

$
—

TOTAL
$
2,932,797

$
3,433,396

$
2,571,710

John O'Callaghan ⁽⁶⁾
Cash Severance⁽⁴⁾
$
419,420

$
419,420

$
—

Restricted Stock⁽²⁾
$
1,733,666

$
2,164,301

$
2,164,301

Non-Compete⁽³⁾
$
425,973

$
425,973

$
—

Other⁽⁴⁾⁽⁵⁾
$
12,660

$
12,660

$
—

TOTAL
$
2,591,718

$
3,022,353

$
2,164,301

Kevin Valentine
Cash Severance⁽⁴⁾
$
349,538

$
349,538

$
—

Restricted Stock⁽²⁾
$
1,585,952

$
1,989,660

$
1,989,660

Non-Compete⁽³⁾
$
355,000

$
355,000

$
—

Other⁽⁴⁾⁽⁵⁾
$
16,342

$
16,342

$
—

TOTAL
$
2,306,833

$
2,710,541

$
1,989,660

Marc Pearlin
Cash Severance⁽⁴⁾
$
290,769

$
290,769

$
—

Restricted Stock⁽²⁾
$
1,119,502

$
1,388,641

$
1,388,641

Non-Compete⁽³⁾
$
337,500

$
337,500

$
—

Other⁽⁴⁾⁽⁵⁾
$
12,829

$
12,829

$
—

TOTAL
$
1,760,600

$
2,029,739

$
1,388,641

Simon Vernon ⁽⁶⁾⁽⁷⁾
Cash Severance
$
—

$
3,594,536

$
—

Restricted Stock
$
—

$
3,122,343

$
—

Non-Compete
$
—

$
—

$
—

Other⁽⁵⁾
$
—

$
19,581

$
—

TOTAL
$
—

$
6,736,460

$
—

Name	Benefit	Termination Event
		Termination without Cause or with Good Reason	Termination without Cause or with Good Reason in connection with a Change of Control	Termination due to death or disability
Brian M. Sondey	Cash Severance⁽¹⁾	$2,850,000	$2,850,000	$2,850,000
	Restricted Stock⁽²⁾	$8,190,345	$12,158,901	$12,158,901
	Non-Compete⁽¹⁾	$950,000	$950,000	$—
	Other ⁽¹⁾⁽⁵⁾	$15,958	$15,958	$—
	TOTAL	$12,006,303	$15,974,859	$15,008,901

John Burns	Cash Severance⁽⁴⁾	$467,692	$467,692	$—
	Restricted Stock⁽²⁾	$1,767,699	$2,577,788	$2,577,788
	Non-Compete⁽³⁾	$475,000	$475,000	$—
	Other⁽⁵⁾	$15,958	$15,958	$—
	TOTAL	$2,726,349	$3,536,438	$2,577,788

John F. O’Callaghan⁽⁶⁾	Cash Severance⁽⁴⁾	$468,332	$468,332	$—
	Restricted Stock⁽²⁾	$1,582,671	$2,327,282	$2,327,282
	Non-Compete⁽³⁾	$475,650	$475,650	$—
	Other⁽⁵⁾	$14,427	$14,427	$—
	TOTAL	$2,541,080	$3,285,691	$2,327,282

Kevin Valentine	Cash Severance⁽⁴⁾	$379,077	$379,077	$—
	Restricted Stock⁽²⁾	$1,518,351	$2,246,656	$2,246,656
	Non-Compete⁽³⁾	$385,000	$385,000	$—
	Other⁽⁵⁾	$16,807	$16,807	$—
	TOTAL	$2,299,235	$3,027,540	$2,246,656

Carla Heiss	Cash Severance⁽⁴⁾	$393,846	$393,846	$—
	Restricted Stock⁽²⁾	$715,290	$715,290	$715,290
	Non-Compete⁽³⁾	$400,000	$400,000	$—
	Other⁽⁵⁾	$12,023	$12,023	$—
	TOTAL	$1,521,159	$1,521,159	$715,290

(1)

As described in the section “Employment Agreement with Mr. Sondey” on page 26.33.

(2)

~~(2)~~

~~As described in~~See the ~~table~~ “Outstanding Equity Awards at Fiscal Year End” table on page 3137. Amounts shown assume all restricted shares not granted in the year of termination fully vest, including performance-based shares vested at maximum, and ~~the Plan description on page~~ 35~~. Using~~accrued dividends as of December 31, 2018 as the measurement date, the maximum number of performance shares have been achieved and those amounts are represented in the table. This amount also includes accrued dividends through December 31, 2018.2020.

(3)

As described in the section “Non-Compete Agreements” on page 26.34.

(4)

As described in the section “Employee Severance Plan” on page 26.34. Assumes each Named Executive Officer will receive the maximum cash severance award under the Employee Severance Plan.

(5)

Includes health &and welfare benefits and outplacement services as ~~well as outplacement services.~~provided under the Employee Severance Plan.

(6)

Amounts shown in the table use a conversion rate of USD ~~1.2764~~1.334 to GBP 1.0.

~~(7)~~

~~Amounts shown are the total actual amounts received by Mr. Vernon in connection with his retirement on February 28, 2018.~~

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 243 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, 2018, and reflects compensation paid from January 1, 2018, through December 31, 2018. Where allowed under the applicable SEC rule, we have annualized compensation for full time and part-time employees newly hired in 2018. Non-US compensation was converted to US dollars based on the applicable exchange rates as of December 31, 2018.

Based on the above determination, the annual total compensation (under the Summary Compensation Table definition) for the median employee is $114,503. Using the CEO’s total compensation of $4,473,327 under the same definition, the resulting ratio is 39:1.

~~Description of Equity Compensation Plan~~

~~Triton International Limited~~ 2016 Equity Incentive Plan

On July 8, 2016, the 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 and Talent Management 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 and Talent Management 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 and Talent Management 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 and Talent Management 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 and Talent Management 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.~~

vest at maximum.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, ~~2018~~2020 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 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⁾
216,277⁽²⁾
N/A
4,081,662
Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
216,277
N/A
4,081,662

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders⁽¹⁾	297,260⁽²⁾	N/A	3,338,852
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	297,260	N/A	3,338,852

(1)

Represents the 2016 Equity Incentive Plan.

(2)

Represents the number of performance-based restricted common shares that can be earned as if the Company’s TSR over the three-year performance period is in the top one-third of the list of peer companies. The weighted average exercise price of the restricted shares identified in column (a) is listed as N/A since such restricted shares do not have an exercise price or purchase price. Pursuant to SEC guidance, time-based restricted common shares that were issued and outstanding as of December 31, ~~2018,~~2020 are not included in column (a) or (c) of this table.

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 (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 242 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, 2020, and reflects compensation paid from January 1, 2020, through December 31, 2020. Where allowed under the applicable SEC rule, we have annualized compensation for full-time and part-time employees newly hired in 2020. Non-U.S. compensation was converted to U.S. dollars based on the applicable exchange rates as of December 31, 2020.

Based on the above, the annual total compensation for the median employee for 2020 was $125,349. Using the CEO’s total 2020 compensation of $4,975,895 as presented in the Summary Compensation Table, the resulting ratio is 40:1.

TABLE OF CONTENTS

PROPOSAL 2

ADVISORY VOTE TO APPROVE THE COMPENSATION

OF NAMED EXECUTIVE OFFICERS

~~The following table sets forth certain information regarding our executive officers:~~

~~Name~~	~~Age~~	~~Position~~
~~Brian M. Sondey~~	51	~~Chairman, Chief Executive Officer and Director~~
~~John Burns~~	58	~~Chief Financial Officer~~
~~John F. O’Callaghan~~	58	~~Executive Vice President, Global Head of Field Marketing and Operations~~
~~Kevin Valentine~~	54	~~Senior Vice President,~~ In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or “Dodd-Frank Act,” and the rules of the Securities and Exchange Commission, Triton ~~Container Sales~~
~~Marc Pearlin~~	63	~~Senior Vice President, General Counsel and Secretary~~

~~Brian M. Sondey~~ is ~~our Chairman and Chief~~providing shareholders with the opportunity to cast an advisory vote on the compensation of its Named Executive ~~Officer, and has served~~Officers as disclosed in this proxy statement. This proposal, which is commonly known as a ~~director~~“say-on-pay” proposal, provides shareholders with the opportunity to cast non-binding, advisory votes on the compensation of our ~~Company since July 2016. Upon~~Named Executive Officers. Based on the ~~closing~~results of the ~~Merger~~May 10, 2017 shareholder vote on the frequency of ~~TCIL~~holding the advisory vote on the compensation of our Named Executive Officers, and ~~TAL~~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 ~~July 2016, Mr. Sondey, who had served as~~ the ~~Chairman, President~~Compensation Discussion and ~~Chief~~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 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 ~~Officer~~Officers. Accordingly, the Board of ~~TAL since 2004, became~~Directors will request that 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 ConsultantCompany’s shareholders vote on the following resolution at the ~~Boston Consulting Group~~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 ~~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~~Exchange Commission 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~~Company’s Proxy Statement for the ~~execution of TAL’s corporate development strategy. Mr. Burns joined TAL’s former parent, Transamerica Corporation,~~Annual Meeting, including in ~~April 1996 as Director of Internal Audit~~the Compensation Discussion 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 fromAnalysis, the ~~University of St. Thomas, St. Paul, Minnesota~~compensation tables 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~~other related disclosures of the ~~Merger~~Company’s Proxy Statement.”

While the advisory vote we are asking you to cast is not binding on the Company, the Board of ~~TCIL and TAL in July 2016, Mr. O’Callaghan, who had served as~~Directors values the ~~Senior Vice President, Europe, North America, South America and~~opinions of our shareholders regarding the ~~Indian Sub-continent~~compensation 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 workedTriton’s Named Executive Officers. Your advisory vote will serve as an ~~architect on various construction projects including~~additional tool to guide the ~~Canary Wharf development with Koetter Kim~~Board of Directors and ~~projects~~Compensation and Talent Management Committee in ~~Germany with Buro Bolles Wilson. Mr. O’Callaghan studied engineering at Trinity College Dublin and qualified with RIBA (Royal Institute~~the alignment of ~~British Architects) as an architect~~Triton’s executive compensation programs with the ~~Architectural Association in London.~~

~~Kevin Valentine~~ isinterests of the Company and 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 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.

shareholders.

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.

TABLE OF CONTENTS

~~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.

~~TABLE OF CONTENTS~~

REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews Triton’s financial reporting ~~process~~processes on behalf of the Board of Directors. The Audit Committee is currently composed of four ~~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 Director Independence Standards.~~directors. 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 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 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~~control over financial reporting, the evaluation and retention of Triton’s independent auditor, the work and performance of the Company’s internal audit ~~ethics~~function and compliance ~~functions.~~with legal and regulatory requirement and the Company’s ethical standards. The Audit Committee meets regularly with the head of internal audit to review the scope of internal audit activities, the results of internal audits 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~~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 and the overall quality of Triton’s financial reporting. The Audit Committee also 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 the applicable requirements of the PCAOB ~~Auditing Standards No. 1301 (Communication with Audit Committees).~~

and the SEC.

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, ~~2018,~~2020, for filing with the Securities and Exchange Commission.

The Audit ~~Committee:~~Committee

Robert W. Alspaugh, Chair
~~Karen Austin~~

Malcolm P. Baker

Annabelle Bexiga

Kenneth Hanau

TABLE OF CONTENTS

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors has appointed the firm of KPMG LLP, an independent registered public accounting firm, as independent accountants of Triton for the fiscal year ending December 31, ~~2019.~~2021. 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 and entitled to vote on the matter, the Audit Committee and our Board of Directors will review the Audit Committee’s future selection of an independent registered public accounting firm.

Representatives of KPMG LLP will be present at the Annual Meeting. Such representatives will have an opportunity to make a statement and will be available to respond to appropriate 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, ~~201~~9.

2021.

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, ~~2018~~2020 and ~~2017:~~

Type of Fees	2020	2019
Audit Fees	$1,988,334	$2,186,365
Audit-Related Fees	—	—
Tax Fees	581,086	689,450
All Other Fees	337,000	90,000
Total Fees	$2,906,420	$2,965,815

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~~services reasonably related to the performance of the audit, other than “audit fees,” such as internal control reviews, service organization control reports and ~~related services principally in connection with the filing of registration statements;~~other attestation services; “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.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by KPMG LLP. 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.

The independent auditors did not provide any financial information systems design and implementation services during the years ended December 31, 2018. The Audit Committee did consider whether the provision of such services, tax services and all other services is compatible with the independent auditor’s independence.

TABLE OF CONTENTS

~~ADJOURNMENT~~PROPOSAL 4

APPROVAL OF ~~THE 201~~9 ~~ANNUAL GENERAL MEETING OF~~AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE PROVISIONS

RELATING TO OUR FORMER SPONSOR SHAREHOLDERS

Our Board believes that it is in the ~~event there are not sufficient votes to approve any proposal incorporated in this Proxy Statement at the time~~best interests of the ~~Annual General Meeting,~~Company and our shareholders to amend our Bye-laws to eliminate certain provisions relating to former significant shareholders of the ~~Annual Meeting may be adjourned~~Company that are no longer applicable. The Board has approved, and recommends our shareholders approve, the proposed amendments.

The current Bye-laws include certain provisions that addressed the fact that Warburg Pincus LLC and Vestar Capital Partners, Inc. and their respective affiliates (collectively, the “Sponsor Shareholders”) were significant shareholders of the Company and had director nomination rights under certain sponsor shareholder agreements entered into with the Company. These Bye-law provisions consist of waivers of corporate opportunities in ~~order to permit further solicitation~~favor of ~~proxies from holders~~the Sponsor Shareholders. The Sponsor Shareholders have since sold their shareholdings in the Company and their respective Sponsor Shareholder Agreements have terminated. Consequently, the provisions of our ~~common shares. Proxies solicited by our Board of Directors grant discretionary authority to vote for any adjournment, if necessary.~~current Bye-laws referencing the Sponsor Shareholders are no longer applicable. If itthis Proposal 4 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~~approved, these sections will be given to our shareholders other than an announcement of the time and place at 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~~

removed. The ~~Board of Directors does not intend to present any business at the Annual Meeting other than as~~proposed amendments are set forth in ~~the accompanying Notice of Annual General Meeting of Shareholders, and has no present knowledge that any others intend~~Appendix B. We urge you to ~~present business at the Annual Meeting. If, however, other matters requiring the vote of the shareholders properly come~~review Appendix B 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.

you vote.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE PROVISIONS RELATED TO OUR FORMER SPONSOR SHAREHOLDERS.

TABLE OF CONTENTS

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF MANAGEMENT AND
PRINCIPAL SHAREHOLDERS

The following tables show the beneficial ownership of our common shares on ~~February 28, 2019:~~

March 1, 2021 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~~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~~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 Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12, Bermuda Attn: Estera Services (Bermuda) Limited.~~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 individual’s restricted shares granted and not yet vested.

			Shares Beneficially Owned
	Name of Beneficial Owner		Number	Percent
	Brian M. Sondey⁽¹⁾		~~468,485~~509,999	*
	John Burns⁽¹⁾		~~137,198~~75,245	*
	John F. O’Callaghan⁽¹⁾⁽³⁾		~~137,572~~117,806	*
	Kevin Valentine⁽¹⁾		~~74,723~~34,174	*
	~~Marc Pearlin~~Carla Heiss⁽¹⁾		~~68,556~~15,474	*
	Robert W. Alspaugh		~~29,452~~35,969	*
~~Karen Austin~~	~~1,500~~	*
	Malcolm P. Baker		~~48,465~~56,457	*
	Annabelle Bexiga		3,819	*
	David A. Coulter⁽²⁾		~~28,136~~38,448	*
	Claude Germain⁽³⁾		~~34,995~~46,135	*
	Kenneth Hanau		~~29,665~~38,957	*
	John S. Hextall		~~17,165~~26,457	*
	Robert L. Rosner		—	*
	Simon R. Vernon⁽²⁾		~~218,243~~227,535	*
	All directors and executive officers as a group (14 persons)		~~1,294, 155~~1,225,607	~~1.6%~~1.8%

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

(1)

For each Named Executive Officer, number of shares beneficially owned includes restricted shares granted in ~~2017, 2018~~2019, 2020, and ~~2019~~2021 as follows: Mr. Sondey ~~(221,522)~~(180,030); Mr. Burns ~~(56,298)~~(37,563); Mr. O’Callaghan ~~(42,731)~~(34,094); Mr. Valentine ~~(44,600)~~(33,584) and ~~Mr. Pearlin (29,991)~~Ms. Heiss (15,474).

(2)

Includes ~~62,968~~1,020 shares ~~owned~~held by the ~~Intertrust Employee Benefit Trustee Limited in its capacity as trustee of the Third Triton Sub-Trust for benefit of Mr. Vernon.~~DC Dynasty Trust and SW Dynasty Trust.

(3)

Includes ~~33,583~~2,348 shares ~~owned~~held by ~~the Intertrust Employee Benefit Trustee Limited in its capacity as trustee of the Third Triton Sub-Trust for benefit of Mr. O’Callaghan.~~his spouse.

TABLE OF CONTENTS

Shares Beneficially Owned
Five Percent and Greater Shareholders
Number
Percent⁽¹⁾
Warburg Pincus Funds⁽²⁾

7,132,790

9.1
%
Vestar Funds⁽³⁾

10,697,690

13.6
%
Bharti Entities⁽⁴⁾

8,280,590

10.5
%
The Vanguard Group⁽⁵⁾

5,289,089

6.7
%
Dimensional Fund Advisors LP⁽⁶⁾

5,542,235

7.0
%

	Shares Beneficially Owned
Five Percent and Greater Shareholders	Number	Percent⁽¹⁾
BlackRock Inc.⁽²⁾	4,898,935	7.3%
The Vanguard Group⁽³⁾	6,814,054	10.1%
Dimensional Fund Advisors LP⁽⁴⁾	5,040,198	7.5%
Wellington Management Group LLP⁽⁵⁾	6,664,378	9.9%

(1)

The percentages of beneficial ownership are based on ~~78,697,615~~67,372,008 common shares of Triton International Limited outstanding as of ~~February 28, 2019.~~March 1, 2021.

(2)

~~(2)~~

Based on the Schedule 13G/A filed with the SEC on February 1, 2021 by BlackRock, Inc., BlackRock Inc. had sole voting power over 4,720,822 common shares and sole dispositive power over 4,898,935 common shares it beneficially owned as of December 31, 2020. The principal business office address for BlackRock, Inc. is 55 East 52^nd Street, New York, New York 10055.

(3)

Based on the Schedule 13G/A filed with the SEC on February 12, 2019 by Warburg. Common shares shown as beneficially owned by Warburg Pincus Funds reflect record ownership of (i) 221,779 common shares held by Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (ii) 2,294,552 common shares held by Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership (“WP Callisto-II”), (iii) 2,313,936 common shares held by Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership (“WP Europa-II”), and (iv) 2,302,523 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 7, 2017 and a Form 4 filed with the SEC on May 4, 2018 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”), (ii) 200,924 common shares held by Vestar/Triton Investments III L.P., a Cayman Islands exempted limited partnership (“Vestar/Triton Investments”) and (iii) 17,165 common shares held by Vestar Capital Partners LLC (“VCP”). 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. VMV has voting and investment power over the common shares held or controlled by each of Vestar/Triton Investments and Vestar Gibco. 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 and a Form 4 filed with the SEC on November 5, 2018 by Bharti Global Limited and Bharti Overseas Private Limited (“Bharti Global (direct/indirect)”). Common Shares shown as beneficially owned by Bharti Global (direct/indirect) reflect record ownership of 8,280,590 Common Shares held directly, and indirectly through a wholly owned subsidiary, 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 1/3/5 Castle Street (Ground Floor), St. Helier, Jersey, JE2 3BT. The business address of BOPL is Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II, New Delhi, Delhi, India, 110070.

~~(5)~~

~~Based on the Schedule 13G/A filed with the SEC on February 12, 2019~~March 10, 2021 by The Vanguard Group. The Vanguard Group had sole ~~voting power over 52,239 common shares, sole~~ dispositive power over ~~5,232,658~~6,693,275 common shares, shared voting power over ~~9,981~~67,131 common shares and shared dispositive power over ~~56,431~~120,779 common shares it beneficially owned as of ~~December 31, 2018.~~February 26, 2021. The principal business office address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

~~(6)~~(4)

Based on the Schedule 13G/A filed with the SEC on February ~~8, 2019~~12, 2021 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP had sole voting power over ~~5,370,228~~4,859,966 common shares and sole dispositive power over ~~5,542,235~~5,040,198 common shares it beneficially owned as of December 31, ~~2018.~~2020. The principal business office address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(5)

Based on the Schedule 13G/A filed with the SEC on February 3, 2021 by Wellington Management Group LLP. Wellington Management Group LLP had shared voting power over 5,689,648 common shares and shared dispositive power over 6,664,378 common shares it beneficially owned as of December 31, 2020. The principal business office address for Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210.

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

Reports

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 ~~201~~~~8 except for Simon Vernon who was~~ ~~late filing a Form 4 related to the sale of shares~~ ~~and Karen Austin~~ ~~who was~~ ~~late filing~~ ~~a Form 3 upon her appointment as~~ a ~~director in January 2019~~.

2020.

~~Certain Relationships and Related Party Transactions~~

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 and Code of Conduct discourage all conflicts of interest and ~~provides~~provide 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~~Internal Audit Director 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;

TABLE OF CONTENTS

the importance of the transaction to Triton;

~~TABLE OF CONTENTS~~

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.

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.~~interest. At the completion of the annual audit, Triton’s Audit Committee and its independent registered public accounting firm ~~reviews insider and~~review related person transactions and potential conflicts of interest with management.

~~After~~

Following Simon Vernon’s retirement as President of the Company, ~~entered into a consulting agreement with~~ Mr. Vernon ~~covering the period from May 1, 2018 to April 30, 2019 pursuant to which he is paid an annual retainer of US$500,000, payable quarterly, of which $250,000 was paid in 2018. Mr. Vernon is also~~has served as the Company’s representative on the Board of Directors of the Through Transport (TT) Club, a mutual insurance company, and ~~will be~~is paid ~~US$20,000~~$20,000 for each meeting of the Board of Directors of the TT Club that he attends. In 2020, 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 2020, he earned $40,000 in connection with his service. He is also reimbursed for reasonable expenses that he incurs in providing the above services.

Vestar Sponsor Shareholders ~~Agreements~~

Agreement

In connection with the closing of the merger of TCIL and TAL, the Company and ~~the~~Vestar Capital Partners Inc. and its affiliates (the “Vestar Sponsor Shareholders Group”) entered into the Vestar Sponsor Shareholders ~~Agreements, which became effective upon~~Agreement. Under this agreement, the ~~closing of the merger. Under the~~Vestar Sponsor Shareholders ~~Agreements, Warburg Pincus has the ongoing right to nominate two individuals for elections as directors of the Company, and Vestar has~~Group had the ongoing right to nominate one individual for election as a director of the Company, ~~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 nominees of Warburg Pincus who currently serve on the Company’s Board, and Mr. Rosner is the nominee of~~The Vestar who currently serves on the Company’s Board. The rights of Warburg Pincus and Vestar to nominate individuals for election as directors of the Company are subject to reduction as their respective ownership of Company common shares declines.

~~The~~ Sponsor Shareholders ~~Agreements provide~~Agreement provided that ~~for so long as~~it would terminate automatically when the Vestar 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 doGroup no longer beneficially owned any of the ~~foregoing), (iii) solicit proxies or consents (except for any solicitation in furtherance~~Company’s common shares. In October 2020, the Vestar Sponsor Shareholders Group sold all 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 nominee or a Vestar nominee 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

~~TABLE OF CONTENTS~~

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 it in a registered secondary offering. The Company bore the costs of the secondary offering, other than underwriting discounts and commissions, in accordance with the provisions of the Vestar Sponsor Shareholders Agreement. Accordingly, upon the closing of the secondary offering, the Vestar Sponsor Shareholders Agreement terminated in accordance with its terms, other than certain non-solicitation, non-competition, confidentiality and miscellaneous provisions which survive the termination of the Sponsor Shareholders’ Agreement in accordance with their terms. Mr. Rosner formerly served as the nominee of the Vestar Sponsor Shareholders ~~following the mergers.~~Group. For further information, please see the Company’s ~~Registration Statement~~Current Reports on Form ~~S-4~~8-K filed ~~with the SEC~~ on ~~December 24, 2015, as amended, under “Related Agreements - The Sponsor Shareholders Agreements.”~~

July 14, 2016 and October 5, 2020.

Indemnification Agreements

The Company has entered into indemnification agreements (the “Indemnification Agreements”), in which the Company has agreed to provide each of Brian M. Sondey, John Burns, Simon R. Vernon, ~~Marc A. Pearlin,~~Carla Heiss, Robert W. Alspaugh, ~~Karen Austin,~~ Malcolm P. Baker, Annabelle Bexiga, David A. Coulter, Claude Germain, Kenneth Hanau, John 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

INFORMATION ABOUT THE ANNUAL ~~GENERAL~~ MEETING AND VOTING

General

This ~~Proxy Statement~~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 ~~25, 2019,~~27, 2021 at 9:12:00 ~~a.m.,~~p.m. Eastern Daylight Time, ~~at the Crowne Plaza White Plains, 66 Hale Avenue, White Plains, New York 10601,~~ 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~~proxy statement and the proxy card for the Annual Meeting are first being made available ~~or distributed~~ to shareholders of record on or about March ~~15, 2019.~~

17, 2021.

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.

The cost of soliciting proxies will be borne by Triton, and will consist primarily of preparing and distributing this ~~Proxy Statement~~proxy statement and the proxy card. Copies of the proxy materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of Triton’s common ~~shares, par value $0.01 per share (the “common shares”~~shares.

How do I access the proxy materials?

We are providing access to our proxy materials (including this proxy statement and our 2020 Annual Report) over the Internet pursuant to “notice and access” rules adopted by the SEC. Beginning on or about March 17, 2021, 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 17, 2021. 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 ~~February 28, 2019~~March 1, 2021 (the “Record Date”) of the common shares are entitled to vote at the Annual Meeting. On the Record Date, there were ~~78,697,615~~67,372,008 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 ~~ten~~the nine directors identified in this ~~Proxy Statement~~proxy statement to serve on our Board of Directors (Proposal 1);

an advisory vote onto approve the compensation of our Named Executive Officers as described in this ~~Proxy Statement~~proxy statement (Proposal 2);

the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019~~2021 (Proposal 3);

the approval of amendments to our Bye-laws to eliminate provisions relating to our former sponsor shareholders (Proposal 4); and

such other business as may properly be brought before the ~~2019~~ Annual Meeting (including any adjournment or postponement(s) thereof).

In addition, in accordance with Section 84 of the Bermuda Companies Act and Section 39 of our Bye-Laws, our audited financial statements for the fiscal year ended December 31, ~~2018~~2020 will be presented at the Annual Meeting. These audited financial statements are included in ~~our~~the 2020 Annual ~~Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”).~~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.

TABLE OF CONTENTS

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

“FOR” the election of ~~ten~~the nine directors identified in this ~~Proxy Statement~~proxy statement to serve on our Board of Directors until the ~~2020~~2022 Annual General Meeting of Shareholders or until their respective successors are elected and qualified;

“FOR” the approval of the compensation of our Named Executive Officers as described in this ~~Proxy Statement; and~~proxy statement;

“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~2021; and

4.	“FOR” the approval of amendments to our Bye-laws to eliminate provisions relating to our former Sponsor Shareholders.

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.~~

Date on all matters.

How do I vote by proxy?

Vote by Internet

The Notice, proxy card or voting instruction card ~~contains~~contain instructions on how to view our proxy materials ~~on the Internet,~~and vote your shares on the ~~Internet, and request electronic delivery of future proxy materials.~~Internet. An electronic copy of this

~~TABLE OF CONTENTS~~

~~Proxy Statement~~ proxy statement and the ~~2018~~2020 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 ~~24, 2019.~~26, 2021. 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.

~~Shareholders~~ You may ~~request receipt of future proxy materials~~also vote online during the Annual Meeting by ~~email, which will save us~~following the ~~cost of printing and mailing documents to those shareholders. If you choose to receive future proxy materials by email, you will receive an email next year with~~ instructions ~~containing a link to those materials and a link to~~provided under “Important Information About the ~~proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.~~

Virtual Shareholder Meeting.”

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 and use the Company Number and Account Number shown on your proxy card. The submission of your proxy by telephone is available 24 hours a day.~~call. To be valid, a submission by telephone must be received by 11:59 p.m., Eastern Daylight Time, on April ~~24, 2019.~~

26, 2021.

Vote by Mail

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

instructed.

The proxy holders named on the proxy card will vote your shares as you instruct. If you sign and return the proxy or voting instruction card 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~~”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~~ proxy statement, “~~FOR~~”FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~

2021 and “FOR” the approval of the proposed amendments to our Bye-laws.

What if other matters come up at the Annual Meeting?

The matters described in this ~~Proxy Statement~~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 ~~as they see fit at~~in their discretion.

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

At any time before the vote at the Annual Meeting, you can revoke your proxy either by (i) giving our Secretary a written notice revoking your proxy, (ii) voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), (iii) signing, dating and returning

TABLE OF CONTENTS

to our Secretary a new proxy card bearing a later date or (iv) attending the Annual Meeting via the live webcast and voting ~~in person.~~online. Your ~~presence~~online attendance at the Annual Meeting will not revoke your proxy unless you vote ~~in person.~~online during the meeting. All written notices or new proxies should be sent to Secretary, Triton International Limited ~~c/o Estera Services (Bermuda) Limited~~ at ~~Canon’s Court, 22~~Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12~~HM 10 Bermuda.

Can I vote ~~in person at~~online during the Annual Meeting rather than by completing the proxy card?

Although we encourage you to vote via the Internet, 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 ~~in person.~~

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, that party should give you instructions for voting your shares.

Most brokers offer the ability of shareholders to submit voting instructions by mail by completing a voting instruction card, 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 on the compensation of Named Executive Officers) and Proposal 4 (amendments to our Bye-laws).

~~TABLE OF CONTENTS~~

However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3 (ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019)~~2021). Broker non-votes are not counted for purposes of determining whether a proposal has been approved.

What is a quorum?

We will hold 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 the Record Date are present ~~in person~~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 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 ~~for action?~~

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 election of directors. Approval of Proposal 2 (advisory vote onto approve the compensation of Named Executive Officers) will require the affirmative vote of a majority of the votes cast, although such vote will not be binding on us. Approval of Proposal 3 (ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019)~~2021) and Proposal 4 (approval of amendments to our Bye-laws) will require the affirmative vote of the holders 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.

~~PRESENTATION OF FINANCIAL STATEMENTS~~

In accordance with Section 84 of the Companies Act and Section 39 of the Bye-Laws, our audited financial statements for the fiscal year ended December 31, 2018 will be presented at the Annual Meeting. These financial statements are included in our 2018 Annual Report. There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the meeting.

TABLE OF CONTENTS

Important Information About the Virtual Shareholder Meeting

Triton International Limited’s 2021 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 meeting virtual only? In light of public health and safety concerns regarding the continuing COVID-19 pandemic and related restrictions, and to provide 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 an internet connection, while saving the Company and our shareholders time and money. We have designed the meeting to 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/TRTN2021 and 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 log into the virtual meeting platform beginning at 11:45 a.m. Eastern Daylight Time on April 27, 2021. The meeting will begin promptly at 12:00 p.m. Eastern Daylight Time on April 27, 2021. We encourage our shareholders to access the meeting prior to its 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/TRTN2021.

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 relate to proposals that are 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 conduct of the Annual Meeting, in our reasonable discretion, will not be answered. Additional rules of conduct and procedures may apply during the Annual Meeting and will be available for you to review in advance of the meeting at www.virtualshareholdermeeting.com/TRTN2021.

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/TRTN2021 and 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 800-586-1548 or 303-562-9288 (International) for assistance. Technical support will be available beginning at 11:45 a.m. Eastern Daylight Time on April 27, 2021 through the conclusion of the Annual Meeting.

What if I have additional questions? You may contact Triton Investor Relations at 914-697-2900.

TABLE OF CONTENTS~~MISCELLANEOUS~~

MISCELLANEOUS

Shareholder Proposals

for the 2022 Annual Meeting

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 ~~2020~~2022 Annual General Meeting of Shareholders, the Company must receive the proposal in writing on or before November ~~16, 2019~~17, 2021 unless the date of the ~~2020~~2022 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 Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12~~HM 10 Bermuda.

If a shareholder wishes to submit a proposal for business to be brought before the ~~2020~~2022 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 December ~~27, 2019~~28, 2021 and no later than January ~~26, 2020.~~27, 2022. 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~~Ocorian Services (Bermuda) Limited at ~~Canon’s Court, 22~~Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12~~HM 10 Bermuda. In addition to our Bye-Laws, please see the section titled ~~Director~~“Director Nomination ~~Process~~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~~registered office in Bermuda (located at ~~Canon’s Court, 22~~Victoria Place, 5^th Floor, 31 Victoria Street, Hamilton ~~HM12,~~HM 10, 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 2018 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 and Talent Management 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~~proxy materials with respect to two or more shareholders sharing the same address by delivering a single copy of our Notice of Internet Availability of Proxy ~~Statement addressed~~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 and cost savings for companies. We and some brokers may household proxy materials, delivering a single ~~Proxy Statement~~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,~~proxy statement, they should notify their broker if shares are held in a brokerage account or us if ~~holding~~they hold registered ~~shares.~~shares they should contact our Investor Relations department at (914) 697-2900 or by mail at Victoria Place, 5^th floor, 31 Victoria Street, Hamilton HM 10, Bermuda. Any beneficial owner can request (i) to receive a separate copy of an annual report or ~~Proxy Statement~~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,~~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

TABLE OF CONTENTS

~~FORM~~

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 2020 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 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.

Annual Report on Form 10-K

A ~~COPY~~copy of Triton International Limited’s Annual Report on Form 10-K for the year ended December 31, 2020, 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, 5^th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

ADJOURNMENT OF ~~TRITON INTERNATIONAL LIMITED~~’STHE 2021 ANNUAL ~~REPORT ON FORM 10-K FOR THE~~ ~~YEAR ENDED DECEMBER 31, 201~~8~~, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT~~ ~~CHARGE TO BENEFICIAL~~GENERAL MEETING OF 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.~~

In the event there are not sufficient votes to approve any proposal incorporated in this proxy statement at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies from holders of our 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 of 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

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.

March ~~15, 2019~~

17, 2021

			By Order of the Board of Directors

			/s/ Carla L. Heiss ~~Marc Pearlin~~ Secretary

TABLE OF CONTENTS

~~Reconciliation of~~ APPENDIX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

~~Non-GAAP Financial Measures~~

This ~~Proxy Statement~~proxy statement includes certain non-GAAP financial measures and certain financial measures computed using non-GAAP components, as defined by the SEC. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other companies. We have provided a reconciliation of our non-GAAP components to the most directly comparable GAAP measures or components.

We exclude the effects of certain tax adjustments and other items net of tax for purposes of presenting net income, diluted earnings per share, and return on equity because we believe these items are not attributable to our business operations. Management utilizes this information when analyzing financial performance because such amounts reflect the underlying operating results that are within management’s ability to influence. Accordingly, we believe presenting this information provides investors and other users of our financial statements with meaningful supplemental information for purposes of analyzing year-to-year financial performance on a comparable basis and assessing trends.

Non-GAAP Reconciliations of Adjusted Net Income

(In thousands, except per share amounts)

Twelve Months Ended,

December 31,
2018
December 31,
2017
Net income (loss) attributable to shareholders
$
349,555

$
344,598

Add (subtract):

Unrealized (gain) loss on derivative instruments, net

384

(1,150
)
Insurance recovery income

—

(5,567
)
Debt termination expense

5,444

5,739

Transaction and other costs (income)

79

7,631

One-time tax benefit related to U.S. statutory rate reduction

—

(139,359
)
Foreign income tax adjustments

(881
)

(393
)
Gain on sale of building

(16,316
)

—

Tax adjustments related to intra-entity asset transfer

24,728

—

Adjusted net income
$
362,993

$
211,499

Adjusted net income per share - Diluted
$
4.52

$
2.78

Weighted average number of common shares outstanding—Diluted

80,364

76,188

	Twelve Months Ended,
	December 31, 2020	December 31, 2019	December 31, 2018
Net income (loss) attributable to common shareholders	$288,417	$339,041	$349,555
Add (subtract):
Unrealized (gain) loss on derivative instruments, net	282	3,063	384
Debt termination expense	21,522	2,105	5,444
Transaction and other costs (income)	—	—	79
Gain on sale of building	—	—	(16,316)
State and other income tax adjustments	1,390	(517)	(881)
Tax benefit from vesting of restricted shares	(390)	(2,037)	—
Tax adjustments related to intra-entity asset transfer	8,629	—	24,728
Adjusted net income	$319,850	$341,655	362,993
Adjusted net income per share − Diluted	$4.61	$4.57	$4.52
Weighted average number of common shares outstanding − Diluted	69,345	74,700	80,364

Calculation of Adjusted Return on Equity

(In thousands)

Twelve Months Ended,

December 31,
2018
December 31,
2017
Adjusted net income
$
362,993

$
211,499

Average Shareholders’ equity
$
2,174,714

$
1,799,188

Adjusted return on equity

16.7
%

11.8
%

~~A-1~~

	Twelve Months Ended,
	December 31, 2020	December 31, 2019	December 31, 2018
Adjusted net income	$319,850	$341,655	$362,993

Average Shareholders’ equity	$2,010,255	$2,136,109	$2,174,714

Adjusted return on equity	15.9%	16.0%	16.7%

A-1

TABLE OF CONTENTS

APPENDIX B

PROPOSED AMENDMENTS TO BYE-LAWS

1.	INTERPRETATION

1.1	In these Bye-Laws, unless the context otherwise requires:

~~Sponsor Shareholder: any of~~ ~~(i)~~ ~~Vestar Capital Partners, Inc. and its affiliated funds, or (~~ii~~) Warburg Pincus LLC and~~ ~~its affiliated funds;~~

26.	DIRECTORS' INTERESTS

~~26.7~~

~~To the fullest extent permitted by applicable law and provided, where required under the Companies Acts, the~~ ~~interested Director declares his interest:~~

~~26.7.1~~

~~the Company, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Company~~ ~~and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are~~ ~~from time to time presented to any of the Sponsor Shareholders or any of their respective officers, directors,~~ ~~agents, stockholders, members, partners, affiliates and subsidiaries (other than the Company and its~~ ~~subsidiaries), even if the opportunity is one that the Company or its subsidiaries might reasonably be~~ ~~deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and no such~~ ~~Person shall be liable to the Company or any of its subsidiaries (for breach of any duty or otherwise), as a~~ ~~director or officer or otherwise, by reason of the fact that such Person pursues or acquires such business~~ ~~opportunity, directs such business opportunity to another Person or fails to present such business~~ ~~opportunity, or information regarding such business opportunity, to the Company or its subsidiaries;~~ ~~provided~~,~~that the foregoing shall not apply to any such Person who is a Director or officer of the Company,~~ ~~if such business opportunity is expressly offered to such Director or officer in writing solely in his or her~~ ~~capacity as a Director or officer of the Company. Any Person purchasing or otherwise acquiring any~~ ~~interest in any shares of the Company shall be deemed to have notice of and consented to the provisions of~~ ~~this Bye-Law ‎26.7.1. Neither the alteration, amendment or repeal of this Bye-Law ‎26.7.1 nor the adoption~~ ~~of any provision of these Bye-Laws inconsistent with this Bye-Law ‎26.7.1 shall eliminate or reduce the~~ ~~effect of this Bye-Law ‎26.7.1 in respect of any matter occurring, or any cause of action, suit or claim that,~~ ~~but for this Bye-Law ‎26.7.1, would accrue or arise, prior to such alteration, amendment, repeal or adoption;~~

~~26.7.2~~

~~the Company hereby waives any claim or cause of action against the Sponsor Shareholders and their~~ ~~respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries that may~~ ~~from time to time arise in respect of a breach by any such Person of any duty, obligation, right or interest~~ ~~disclaimed under Bye-Law ‎26.7.1; and~~

~~26.7.3~~

~~the provisions of this Bye-Law ‎26.7, to the extent that they restrict the liabilities of the Sponsor~~ ~~Shareholders and their respective officers, directors, agents, stockholders, members, partners, affiliates~~ ~~and subsidiaries otherwise existing at law or in equity, are agreed by the Company to replace such other~~ ~~liabilities of such Persons.~~

B-1

TABLE OF CONTENTS

☒	No fee required.
o☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o☐	Fee paid previously with preliminary materials.
o☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	YOUR VOTE IS IMPORTANT
	Even if you plan to attend the Annual ~~General~~ Meeting ~~in person,~~via the webcast, we encourage you to vote in advance by:
				visiting www.proxyvote.com ~~(common shares)~~
				mailing your signed proxy card or voting instruction form
				calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903 ~~(common shares only)~~

	Employment Agreement with Mr. Sondey			2633
	Non-Compete Agreements			2634
	Employee Severance Plan			2634
	Anti-Hedging and Anti-Pledging Policy – Hedging and Pledging of Shares Prohibited			2734
	Tax Deductibility of Compensation			2734

	Compensation and Talent Management Committee Interlocks and Insider Participation			2734
	Report of the Compensation and Talent Management Committee			2835
	Executive Compensation Tables			2936
	~~2018~~ Summary Compensation Table			2936
	Grants of Plan-Based Awards Table ~~for 2018~~			3137
	Outstanding Equity Awards at Fiscal Year End Table ~~for 2018~~			3137
	Options Exercised and Stock Vested ~~in 2018~~Table			3238
	Pension Benefits ~~for 2018~~			3338
	Nonqualified Deferred Compensation ~~for 2018~~			3338
	Potential Payments Upon Termination or Change in Control			3338
	~~CEO Pay Ratio~~2016 Equity Incentive Plan			3540
~~Description of Equity Compensation Plans~~		35
Equity Compensation Plan Information			3640
	~~Executive Officers~~CEO Pay Ratio			3740
	PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			41
	Report of the Audit Committee			3942
	PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			4043
	~~Adjournment of the 201~~9 ~~Annual General Meeting of~~ ~~Shareholders~~Audit Fees			4143
	~~Other Business~~PROPOSAL 4: APPROVAL OF AMENDMENTS TO OUR BYE-LAWS TO ELIMINATE PROVISIONS RELATING TO OUR FORMER SPONSOR SHAREHOLDERS			4144
	Information Regarding Beneficial Ownership of Management and Principal Shareholders			4245
	Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports			4446
	Certain Relationships and Related Party Transactions			4446
	Information About the Annual ~~General~~ Meeting and Voting			4748
	General			4748
	~~Presentation of Financial Statements~~Important Information About the Virtual Shareholder Meeting			4951
	Miscellaneous			5052
	Shareholder Proposals for the 2022 Annual Meeting			5052
~~Internet Availability of Proxy Materials~~		50
~~Incorporation by Reference~~		50
Householding of Proxy Materials			5052
	Forward-Looking Statements			52
	Annual Report on Form 10-K			53
	Adjournment of the 2021 Annual General Meeting of Shareholders			53
	Other Business			53
	APPENDIX A — Reconciliation of ~~Non GAAP~~Non-GAAP Financial Measures			A-1
	APPENDIX B — Proposed Amendments to Bye-laws			B-1

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

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

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

				Proposal 4: Approval of Amendments to our Bye-Laws to Eliminate Provisions Relating to our Former Sponsor Shareholders The Board recommends you vote FOR this proposal

			Sincerely,

			/s/ Brian M. Sondey Chairman and Chief Executive Officer

	Proxy Statement Highlights			1
	~~PROPOSAL 1: ELECTION OF DIRECTORS~~Corporate Governance			56
	Board of Directors and Corporate Governance Framework			6
	Board Independence			6
	Board Leadership Structure			7
	Director Qualifications and Experience			8
	Board Refreshment and Diversity			8
	Board Tenure and Term Limit Policy			9
	~~Board Leadership~~Corporate Social Responsibility			9
	~~Board Diversity~~Human Capital Management, Talent Development and Succession Planning			910
~~Corporate Responsibility~~		9
Risk Management			1011
	Risk Considerations in our Compensation Programs			1011
~~Succession Planning~~		10
Annual Board and Committee ~~Evaluations~~Self-Assessments			1012
	~~Corporate Governance~~Board Meetings and ~~Related Matters~~Attendance			1112
~~Meetings of our Board of Directors and Committees~~		11
Executive Sessions			1312
	Board Committees			12
	Director Nomination Process		13
~~Term Limit Policy~~		14
	Code of Ethics			14
	Communications with Directors			14
	Shareholder Outreach and Engagement			15
	PROPOSAL 1: ELECTION OF DIRECTORS			16
	Compensation of Directors			1421
	Director Compensation Table			21
	Director Share Ownership Guidelines			1522
~~PROPOSAL 2: ADVISORY VOTE ON THE~~~~COMPENSATION~~ OF ~~NAMED~~ ~~EXECUTIVE~~ ~~OFFICERS~~		16
Compensation Discussion and Analysis			1723
	~~Executive Summary~~2020 Performance Highlights			1723
~~2018 Business Overview~~		17
Compensation Objectives and Philosophy			1724
	Executive Compensation Practices			1824
	Consideration of Say-On-Pay Vote			1824
	Roles and Responsibilities			25
	Determining Performance Goals			25
	Competitive Market Positioning			25
	Principal Elements of Our Executive Compensation Programs			1927
	~~2018~~2020 Target Compensation Mix for CEO and other ~~NEO’s~~NEOs			1927
~~Detailed Compensation Discussion and Analysis~~		20
~~Roles and Responsibilities~~		20
~~Elements of Compensation~~		20
Base Salary			2027
	Annual ~~Cash-Based~~ Incentive Compensation			2028
	Long-Term Equity Based Compensation			2230
	Executive Share Ownership Guidelines			2432
~~2019 Target Compensation~~		24
Clawback Policy			2433
~~Benchmarking~~		24
Employee Benefits			2633
	Deferred Compensation Plan			2633
	Pension Plan			2633
	Personal Benefits			33
	Change ofin Control Provisions			2633

			Date and Time April ~~25, 2019, 9:~~27, 2021, 12:00 ~~a.m.~~p.m. Eastern Daylight Time

			Location Online via live webcast www.virtualshareholdermeeting.com/TRTN2021

			~~Place~~Record Date ~~Crowne Plaza White Plains~~ ~~66 Hale Avenue~~ ~~White Plains, NY 10601~~ Close of business on March 1, 2021

	~~Record Date~~ ~~February 28, 2019~~

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

			Admission ~~Proof of ownership of Triton shares is required~~ You will need the 16-digit control number included in your proxy materials to ~~enter Triton’s~~participate in the virtual Annual ~~General Meeting.~~Meeting webcast.

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

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	53	2016
Robert W. Alspaugh Former Chief Executive Officer, KPMG International	74	2016	✔
Malcolm P. Baker Robert G. Kirby Professor, Harvard Business School	51	2016	✔
Annabelle Bexiga Former Chief Information Officer, Commercial Insurance, AIG	59	2020	✔
David A. Coulter* Special Limited Partner, Warburg Pincus	73	2015	✔
Claude Germain Principal, Rouge River Capital	54	2016	✔
Kenneth Hanau Managing Director, Bain Capital	55	2016	✔
John S. Hextall Former CEO, Kuehne & Nagel North America	64	2016	✔
Robert L. Rosner - Lead Independent Director Co-President, Vestar Capital Partners	61	2015	✔
Simon R. Vernon Former President, Triton International Limited	62	2016

	Chair
	Member
*	Mr. Coulter will be retiring from the Board on the date of the Annual Meeting.

Consolidated financial performance	Result⁽¹⁾	Target
Adjusted net income	$363 million	$295 million
Adjusted return on equity	16.7%	13.5%
Growth in revenue earning assets	8.8%	5.0%

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

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

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

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Common Shares Awards ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Robert W. Alspaugh	90,000	156,543	—	246,543
Malcolm P. Baker	75,000	156,543	—	231,543
David A. Coulter	85,000	156,543	—	241,543
Claude Germain	95,000	156,543	—	251,543
Kenneth Hanau	75,000	156,543	—	231,543
John S. Hextall	75,000	156,543	—	231,543
Robert L. Rosner⁽⁴⁾	95,000	156,543	—	251,543

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

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

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

Consolidated financial performance	Weighting	Target	Threshold	Maximum	Actual
Adjusted EPS	60%	$4.08	$3.57	$5.10	$4.61
Growth in Revenue Earning Assets	20%	5%	0%	10%	0.7%
Adjusted Return On Equity	20%	13.0.%	11.4%	16.3%	15.9%

	Financial		Individual		Financial/ Individual Bonus	COVID-19 Adjustment	Total 2020 Bonus	Target Bonus (as a % of base Salary)	Total Payout as a % of Target
	Performance	Weighting	Performance	Weighting	Financial/ Individual Bonus	COVID-19 Adjustment	Total 2020 Bonus	Target Bonus (as a % of base Salary)	Total Payout as a % of Target
Brian M. Sondey	131%	50%	180%	50%	$1,477,250	110%	$1,624,975	100%	171%
John Burns	131%	50%	135%	50%	$379,050	110%	$416,955	60%	146%
John F. O'Callaghan	131%	50%	200%	50%	$472,320	110%	$519,552	60%	182%
Kevin Valentine	131%	50%	200%	50%	$382,305	110%	$420,536	60%	182%
Carla Heiss	131%	50%	135%	50%	$319,200	110%	$351,120	60%	146%

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

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

	Revenue (Year Ended 12/31/2018)		Total Assets (As of 12/31/2018)		Market Capitalization (As of 12/31/2018)
	(millions)		(millions)		(millions)
33^rd Percentile	$	1,339	$	2,054	$	1,291
Median	$	1,520	$	3,099	$	1,393
66^th Percentile	$	2,020	$	6,076	$	1,753
Triton International Limited	$	1,350	$	10,271	$	2,512

	Hub Group			H&E			Atlas Air			Werner Ent			Matson			Herc Holdings			Air Lease			GATX			Forward Air			Air Castle Lim			Mobil Mini			Triton⁽¹⁾			Median			Triton Rank
Net Income 2018 (millions)	$	98		$	77		$	271		$	168		$	109		$	82		$	511		$	211		$	91		$	246		$	(8	)	$	363		$	139			2/12
3 Yr Net Income Growth		9	%		27	%		85	%		29	%		10	%		(261	)%		11	%		(6	)%		49	%		18	%		(155	)%		66	%		14	%		2/12
1 Year Total Return		(24.7	)%		(45.9	)%		(27.2	)%		(23.3	)%		6.2	%		(59.0	)%		(36.4	)%		13.3	%		(4.0	)%		(22.0	)%		(6.4	)%		(15.7	)%		(22.6	)%		5/12
3 Year Total Return		12.5	%		35.6	%		2.1	%		29.9	%		(19.6	)%		(24.7	)%		(7.5	)%		81.4	%		31.9	%		(4.3	)%		10.5	%		156.2	%		11.5	%		1/12
1 Year ROE		11.2	%		32.4	%		14.0	%		13.7	%		15.2	%		15.4	%		11.4	%		11.8	%		16.8	%		12.6	%		(1.0	)%		16.7	%		13.9	%		3/12
3 Year ROE		10.3	%		27.5	%		7.5	%		10.0	%		15.2	%		(1.0	)%		11.0	%		14.1	%		12.1	%		9.4	%		3.6	%		9.8	%		10.1	%		8/12

Name	Year	Salary ⁽¹⁾		Bonus ⁽²⁾		Share Awards ^(3)(4)(5)		Non-Equity IC⁽⁶⁾		All Other Compensation⁽⁷⁾		Total
Brian M. Sondey	2018	$	900,000	$	—	$	2,006,536	$	1,548,000	$	18,791	$	4,473,327
	2017	$	800,000	$	362,500	$	—	$	1,500,000	$	15,988	$	2,678,488
	2016	$	361,923	$	—	$	2,159,569	$	850,020	$	4,091	$	3,375,603

John Burns	2018	$	440,000	$	—	$	444,364	$	427,680	$	15,915	$	1,327,959
	2017	$	425,000	$	187,500	$	—	$	427,125	$	15,830	$	1,055,455
	2016	$	191,038	$	—	$	607,375	$	226,163	$	5,324	$	1,029,900

John F. O’Callaghan⁽⁹⁾	2018	$	425,973	$	—	$	382,267	$	414,045		39,313	$	1,261,598
	2017	$	392,497	$	—	$	195,935	$	412,120	$	41,453	$	1,042,004
	2016	$	351,464	$	—	$	522,957	$	227,584	$	33,757	$	1,135,762

Kevin Valentine	2018	$	355,000	$	—	$	358,339	$	419,610	$	14,542	$	1,147,491
	2017	$	330,000	$	147,500	$	—	$	346,500	$	14,466	$	838,466
	2016	$	148,946	$	—	$	458,907	$	186,323	$	3,831	$	798,007

Marc Pearlin	2018	$	337,500	$	—	$	238,917	$	198,450	$	16,229	$	791,096

Simon R. Vernon⁽⁸⁾⁽⁹⁾	2018	$	88,284	$	—	$	156,543	$	125,867	$	3,314,584	$	3,685,278
	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

Name	Savings Plan Company Match ($)	Other Compensation ($)⁽¹⁾	Total ($)
Brian M. Sondey	$6,000	$12,791	$18,791
John Burns	$6,000	$9,915	$15,915
John F. O’Callaghan	$18,242	$21,071	$39,313
Kevin Valentine	$6,000	$8,542	$14,542
Marc Pearlin	$6,000	$10,229	$16,229
Simon R. Vernon⁽²⁾	$4.296	$3,310,287	$3,314,584

	Grant Date	Non-Equity Incentive Awards					Equity Incentive Awards⁽¹⁾						All Other Share Awards: Number of Shares (#)		Grant Date Fair Value of Share Awards⁽²⁾
Name	Grant Date	Minimum ($)	Target ($)		Maximum ($)		Minimum (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Share Awards⁽²⁾
Brian M. Sondey	2/1/18	$0	$	900,000	$	1,800,000		13,668		27,337		41,005			$	1,003,268
	2/1/18													27,337	$	1,003,268
John Burns	2/1/18	$0	$	264,000	$	528,000		3,027		6,054		9,081			$	222,182
	2/1/18													6,054	$	222,182
John F. O’Callaghan(¹⁾	2/1/18	$0	$	255,584	$	511,168		2,604		5,208		7,812			$	191,134
	2/1/18													5,208	$	191,133
Kevin Valentine	2/1/18	$0	$	213,000	$	426,000		2,441		4,882		7,323			$	179,169
	2/1/18													4,882	$	179,170
Marc Pearlin	2/1/18	$0	$	135,000	$	270,000		1,627		3,255		4,882			$	119,459
	2/1/18													3,255	$	119,458
Simon Vernon⁽¹⁾	2/1/18	$0	$	529,706	$	1,059,412		—		—		—			$	—
	5/2/18													4,915	$	156,543

	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 ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)⁽³⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)⁽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⁾		132,548	$	4,118,266		133,770	$	4,156,234		266,318	$	8,274,500
John Burns⁽⁵⁾		37,426	$	1,162,826		35,169	$	1,092,701		72,595	$	2,255,527
John F. O’Callaghan⁽⁶⁾		36,024	$	1,119,266		25,679	$	797,847		61,703	$	1,917,112
Kevin Valentine⁽⁷⁾		29,152	$	905,753		27,035	$	839,977		56,187	$	1,745,730
Marc Pearlin⁽⁸⁾		20,387	$	633,424		18,796	$	583,992		39,183	$	1,217,416
Simon Vernon		—	$	—		—	$	—		—	$	—

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Brian M. Sondey		—	$	—		—	$	—
John Burns		—	$	—		—	$	—
John F. O’Callaghan		—	$	—		—	$	—
Kevin Valentine		—	$	—		—	$	—
Marc Pearlin		—	$	—		—	$	—
Simon Vernon		—	$	—		100,011	$	2,852,314

Name	Benefit	Termination Event
		Termination without Cause or with Good Reason		Termination without Cause or with Good Reason in connection with a Change of Control		Termination due to death or disabilty
Brian M. Sondey	Cash Severance⁽¹⁾	$	2,700,000	$	2,700,000	$	2,700,000
	Restricted Stock⁽²⁾	$	7,128,257	$	9,388,977	$	9,388,977
	Non-Compete⁽¹⁾	$	900,000	$	900,000	$	—
	Other⁽¹⁾⁽⁵⁾	$	15,533	$	15,533	$	—
	TOTAL	$	10,743,790	$	13,004,510	$	12,088,977

John Burns	Cash Severance⁽⁴⁾	$	406,154	$	406,154	$	—
	Restricted Stock⁽²⁾	$	2,071,110	$	2,571,710	$	2,571,710
	Non-Compete⁽³⁾	$	440,000	$	440,000	$	—
	Other⁽⁴⁾⁽⁵⁾	$	15,533	$	15,533	$	—
	TOTAL	$	2,932,797	$	3,433,396	$	2,571,710

John O'Callaghan ⁽⁶⁾	Cash Severance⁽⁴⁾	$	419,420	$	419,420	$	—
	Restricted Stock⁽²⁾	$	1,733,666	$	2,164,301	$	2,164,301
	Non-Compete⁽³⁾	$	425,973	$	425,973	$	—
	Other⁽⁴⁾⁽⁵⁾	$	12,660	$	12,660	$	—
	TOTAL	$	2,591,718	$	3,022,353	$	2,164,301

Kevin Valentine	Cash Severance⁽⁴⁾	$	349,538	$	349,538	$	—
	Restricted Stock⁽²⁾	$	1,585,952	$	1,989,660	$	1,989,660
	Non-Compete⁽³⁾	$	355,000	$	355,000	$	—
	Other⁽⁴⁾⁽⁵⁾	$	16,342	$	16,342	$	—
	TOTAL	$	2,306,833	$	2,710,541	$	1,989,660

Marc Pearlin	Cash Severance⁽⁴⁾	$	290,769	$	290,769	$	—
	Restricted Stock⁽²⁾	$	1,119,502	$	1,388,641	$	1,388,641
	Non-Compete⁽³⁾	$	337,500	$	337,500	$	—
	Other⁽⁴⁾⁽⁵⁾	$	12,829	$	12,829	$	—
	TOTAL	$	1,760,600	$	2,029,739	$	1,388,641

Simon Vernon ⁽⁶⁾⁽⁷⁾	Cash Severance	$	—	$	3,594,536	$	—
	Restricted Stock	$	—	$	3,122,343	$	—
	Non-Compete	$	—	$	—	$	—
	Other⁽⁵⁾	$	—	$	19,581	$	—
	TOTAL	$	—	$	6,736,460	$	—

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⁾	216,277⁽²⁾	N/A	4,081,662
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	216,277	N/A	4,081,662

	Shares Beneficially Owned
Five Percent and Greater Shareholders	Number		Percent⁽¹⁾
Warburg Pincus Funds⁽²⁾		7,132,790		9.1	%
Vestar Funds⁽³⁾		10,697,690		13.6	%
Bharti Entities⁽⁴⁾		8,280,590		10.5	%
The Vanguard Group⁽⁵⁾		5,289,089		6.7	%
Dimensional Fund Advisors LP⁽⁶⁾		5,542,235		7.0	%

	Twelve Months Ended,
	December 31, 2018			December 31, 2017
Net income (loss) attributable to shareholders	$	349,555		$	344,598
Add (subtract):
Unrealized (gain) loss on derivative instruments, net		384			(1,150	)
Insurance recovery income		—			(5,567	)
Debt termination expense		5,444			5,739
Transaction and other costs (income)		79			7,631
One-time tax benefit related to U.S. statutory rate reduction		—			(139,359	)
Foreign income tax adjustments		(881	)		(393	)
Gain on sale of building		(16,316	)		—
Tax adjustments related to intra-entity asset transfer		24,728			—
Adjusted net income	$	362,993		$	211,499
Adjusted net income per share - Diluted	$	4.52		$	2.78
Weighted average number of common shares outstanding—Diluted		80,364			76,188