ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Directors
Our Amended and Restated Bye-Laws (the "Bye-Laws") provide that our Board is elected annually and that each director holds office until the next annual general meeting of shareholders of the Company or until his or her successor has been duly appointed or elected. Our Bye-Laws provide that any vacancies on the Board not filled at any general meeting of Triton will be deemed casual vacancies and the Board, so long as a quorum of directors remains in office, will have the power at any time and from time to time to appoint any individual to be a director to fill a casual vacancy.
Our Board is currently comprised of seven (7) directors. The following table lists our directors as of the date of this Annual Report.
| | | | | | | | |
| Name | Age | Position |
David Joynt(1) | 42 | Chairman |
| John C. Hellmann | 54 | Director |
| John F. O'Callaghan | 64 | Director, Executive Vice President |
Terri A. Pizzuto(2) | 66 | Director |
| Roderick Romeo | 56 | Director |
| Brian M. Sondey | 57 | Director, Chief Executive Officer |
Benjamin Vaughan(1) | 53 | Director |
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
Our Board believes that each of our directors is highly qualified to serve as a member of the Board and contributes to the mix of skills, backgrounds, experiences and qualifications of our Board. Certain biographical information about each of these individuals is set forth below.
David Joynt
Dave Joynt has served as a director since September 2023 and Chairman of our Board since October 2023. Mr. Joynt is a member of the Compensation Committee of the Board. Mr. Joynt is a Managing Partner in Brookfield’s Infrastructure Group, a position he has held since 2020. In this role, he leads infrastructure investment activities in North America with a global focus on the transport sector. He also co-leads the investment team in Toronto. Prior to Brookfield, Mr. Joynt was a senior principal at Canada Pension Plan Investment Board, which he joined in 2011, and served on its infrastructure team across a number of geographies, including as Chief Financial Officer ("CFO") of its Australian rail business. Prior to that, Mr. Joynt worked in private equity and advisory. Mr. Joynt holds a Master of Business Administration degree from the Harvard Business School, where he graduated as a Baker Scholar, and an Honours Business Administration degree from the Richard Ivey School of Business.
John C. Hellmann
John C. Hellmann has served as a director since September 2023. Mr. Hellmann is the Executive Chairman of the North American and UK/Europe boards of directors of Genesee & Wyoming Inc. ("G&W") and Vice Chair of Brookfield Infrastructure, positions he has held since September 2023. Prior to that, Mr. Hellmann served as Chairman and Chief Executive Officer of G&W since May 2017, Chief Executive Officer since 2007, President since 2005 and Chief Financial Officer from 2000 to 2005. Prior to joining G&W, Mr. Hellmann was an investment banker at Lehman Brothers Inc. and Schroder & Co. Inc. in New York. He also worked for Weyerhaeuser Company in Tokyo, Japan and Beijing, China. Mr. Hellmann holds an A.B. from Princeton University, an M.B.A. from the Wharton School of the University of Pennsylvania and an M.A. in International Studies from the Johns Hopkins University School of Advanced International Studies (SAIS).
John F. O'Callaghan
John F. O’Callaghan has served as a director and Executive Vice President of the Company since January 2025. Prior to that, from the closing of the TCIL-TAL Merger through December 2024, Mr. O’Callaghan served as our Executive Vice President and Global Head of Field Marketing and Operations. From 2006 until the closing of the TCIL-TAL Merger, Mr. O’Callaghan served as the Senior Vice President for Europe, North America, South America and the Indian Subcontinent of TCIL. Mr. O’Callaghan joined TCIL in 1994 as Marketing Manager of Refrigerated Containers and progressed over time to positions of increasing responsibility. Prior to his work with TCIL, Mr. O’Callaghan worked as an Architect at Buro Bolles Wilson, Germany & Young LLP and was also an Architect at Canary Wharf development with Koetter Kim. Mr. O’Callaghan studied engineering at Trinity College Dublin and qualified with Royal Institute of British Architects as an architect with the Architectural Association in London.
Terri A. Pizzuto
Terri A. Pizzuto has served as a director since April 2023. Ms. Pizzuto is the Chair of the Audit Committee of the Board. She served as Executive Vice President, Chief Financial Officer and Treasurer of Hub Group, Inc., a publicly traded supply chain solutions provider that offers multi-modal transportation services throughout North America, from 2007 until her retirement in 2020. Prior to that, she served as Vice President, Finance of Hub Group from 2002 to 2007. Before joining Hub Group, Ms. Pizzuto spent 22 years at Arthur Andersen, LLP, including the last six years as an audit partner, where she served a wide variety of SEC registrants and other clients in logistics, manufacturing, high tech and other industries. Ms. Pizzuto also serves on the board of directors of The Shyft Group, Inc., a North American leader in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail and service specialty vehicle markets, as well as on the boards of directors of several private companies. Ms. Pizzuto is a certified public accountant and received a B.S. in Accountancy from the University of Illinois at Urbana-Champaign.
Roderick Romeo
Roderick Romeo joined our Board of Directors in January 2024. He has also served as President and a director of TCIL since January 2024. Mr. Romeo has over 20 years of experience in financial leadership roles in the insurance and reinsurance industries. Prior to joining the Company, Mr. Romeo was the CFO - Reinsurance of Vantage Risk Ltd. from September 2021 to June 2022. Prior to that, he held various positions at Arch Reinsurance Ltd., including as CFO from October 2018 to April
2021, and Controller - Strategic Ventures from July 2013 to September 2018. Previously, he held positions with Aeolus Capital Management Ltd., Aeolus Re. Ltd., and XL Group and its subsidiaries. Earlier in his career, Mr. Romeo served as an assistant manager at the Bermuda Monetary Authority and as an audit senior associate with PricewaterhouseCoopers in Bermuda. Mr. Romeo is a chartered professional accountant and received a Bachelor of Commerce degree with a major in Accounting from Saint Mary’s University, Halifax, Nova Scotia, Canada.
Brian M. Sondey
Brian M. Sondey has served as a director and our Chief Executive Officer ("CEO") since the closing of the TCIL-TAL Merger. Mr. Sondey also served as Chairman of our Board from the TCIL-TAL Merger through September 2023. Prior to the TCIL-TAL Merger, Mr. Sondey served as the Chairman, President and CEO of TAL since 2004. 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.
Benjamin Vaughan
Benjamin Vaughan has served as a director since September 2023. He is a member of the Compensation Committee of the Board. Mr. Vaughan is a Managing Partner of Brookfield Asset Management and is the Operating Partner and Chief Operating Officer of Brookfield Infrastructure. He joined Brookfield in 2001. Prior to his current roles, Mr. Vaughan held a series of executive positions within Brookfield’s Renewable Group. In addition to his role in the renewable power business, Mr. Vaughan played a key role in Brookfield’s investment activities across South America. He serves on the board of directors of Arteris S.A., a highway concession company in Brazil, in addition to several private Brookfield portfolio company boards. Mr. Vaughan holds a Bachelor of Commerce degree from Queen’s University in Canada and is a Chartered Professional Accountant.
Executive Officers
The following table lists our executive officers as of the date of this Annual Report.
| | | | | | | | |
| Name | Age | Position |
| Brian M. Sondey | 57 | Chief Executive Officer |
| Michael S. Pearl | 48 | Senior Vice President and Chief Financial Officer |
| Kevin Valentine | 60 | Executive Vice President, Triton Container Sales |
| Carla Heiss | 55 | Senior Vice President, General Counsel and Secretary |
| Filip De Bruin | 51 | Senior Vice President, Global Marketing and Field Operations(1) |
(1) Mr. De Bruin assumed his current role effective January 1, 2025 upon the retirement of John O’Callaghan from his position as Executive Vice President, Global Head of Field Marketing and Operations.
Information concerning the business experience of Mr. Sondey is provided under the section titled "Directors" above.
Michael S. Pearl
Michael Pearl is our Senior Vice President and CFO and has served in this role since January 2023. Prior to this role, Mr. Pearl served as our Senior Vice President and Treasurer starting in February 2022 and previously as Vice President and Treasurer following the completion of the TCIL-TAL Merger in July 2016. Prior to that time, he served as Assistant Treasurer and Head of Credit since 2014 and Assistant Treasurer and Director, Business Development from 2009 to 2014. Prior to joining the Company, Mr. Pearl worked for a number of companies in the financial sector, including National City Bank, Wachovia Bank, and S&P Global. Mr. Pearl holds an MBA from the University of Michigan and a BA degree in Economics from Colby College.
Kevin Valentine
Kevin Valentine is our Executive Vice President, Triton Container Sales. Mr. Valentine assumed his current role in February 2024. Prior to that, he served as Senior Vice President, Triton Container Sales since the closing of the TCIL-TAL Merger in July 2016. Previously, Mr. Valentine served as Senior Vice President, Trader and Global Operations of TAL since 2011. Mr. Valentine joined TAL in 1994 as Regional Marketing Manager and progressed over time to positions of increasing responsibility. Prior to his work with TAL, Mr. Valentine worked as a Marketing Manager at Tiphook Container Rental. Mr. Valentine received a BA (Hons) degree in Business from Middlesex University, London, England.
Carla Heiss
Carla Heiss is our Senior Vice President, General Counsel and Secretary and has served in this role since December 2019. Prior to joining Triton, Ms. Heiss was Deputy General Counsel and Secretary at Bunge Global, a global leader in agribusiness, food and ingredients, where she worked from 2003 to 2019. Ms. Heiss began her legal career at Shearman & Sterling, LLP (now A&O Shearman) from 1994 to 2003. Ms. Heiss holds a JD degree from the George Washington University Law School and earned her BA degree in Government from Cornell University.
Filip De Bruin
Filip De Bruin is our Senior Vice President, Global Marketing and Field Operations and has served in this role since January 2025. Prior to assuming his current position, Mr. De Bruin served as Senior Vice President of Lease Marketing for Europe, Africa and the Middle East since the closing of the TCIL-TAL Merger in July 2016. Mr. De Bruin’s career in the container leasing industry began in 1993 as a Marketing Assistant with Tiphook Container Rental. After Tiphook was acquired by Transamerica Corporation in 1994, he joined TAL International Container Corporation as a Customer Service Representative and subsequently progressed into roles of increasing responsibility, including Vice President for European Lease Marketing from 2013 to 2016 and Marketing Director from 2001 to 2013.
Management Transition
John O’Callaghan retired from his role as Executive Vice President, Global Head of Field Marketing and Operations effective January 1, 2025. Mr. O’Callaghan will remain with the Company in the role of Executive Vice President, Director, through the end of 2026, and was elected to our Board effective January 1, 2025. Prior to his retirement, Mr. O’Callaghan served as an executive officer of the Company. In connection with Mr. O’Callaghan’s retirement, Filip De Bruin was appointed to the role of Senior Vice President, Global Marketing and Field Operations effective January 1, 2025. Mr. De Bruin did not serve as an executive officer of the Company prior to his appointment to his current role.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Selection of Directors and Executive Officers
All of our issued and outstanding common shares are held by our direct parent, Thanos Holdings Limited. As our sole common shareholder, Thanos Holdings Limited, together with its parent companies, is able to control the appointment and removal of our directors and, accordingly, exercise substantial influence over us. Refer to Item 7, "Major Shareholders and Related Party Transactions" for information regarding our ownership structure.
B. Compensation
Executive Officer Compensation
The Company considers Messrs. Sondey, Valentine, Pearl and O’Callaghan and Ms. Heiss to have been our executive officers for the year ended December 31, 2024. For additional information, refer to "Management Transition" above in Item 6.A, "Directors, Senior Management and Employees".
The aggregate compensation that we paid to our executive officers as a group for the year ended December 31, 2024 was approximately $39.0 million, which included approximately (i) $3.0 million in base salaries for 2024, (ii) $3.4 million in annual
bonuses paid in February 2025, earned for services performed in 2024; (iii) $32.5 million, representing the value of contingent cash awards in respect of restricted share awards that were outstanding immediately prior to the Merger that vested in 2024, including accrued dividends; and (iv) $100,000 to provide for retirement savings plan benefits and other payments, including Company paid car allowances, Company paid life insurance premiums for coverage exceeding $50,000, Company paid HSA contributions, Company matching gift donations and club membership fees. We do not offer a defined benefit pension plan to our executive officers.
Annual Incentive Program
Our annual cash-based incentive program is designed to incentivize our executive officers to achieve annual financial and strategic priorities. The Compensation Committee establishes the target incentive compensation amounts and incentive compensation ranges annually. For 2024, performance criteria under the annual incentive plan were based on both our 2024 consolidated financial performance and on individual performance. Actual payouts under the Company financial performance and individual performance elements of the plan may range from 0% to 200% based on actual performance compared to target goals, and the Compensation Committee may also use a subjective assessment of the perceived strength and contributions of each of the executive officers to increase or decrease the calculated payout levels. In February 2025, an aggregate of approximately $3.4 million in annual incentive bonuses was paid to the executive officers based on the achievement of the 2024 performance goals.
Long-Term Cash Incentive Plan
In 2024, we adopted a Long-Term Cash Incentive Plan under which eligible employees and consultants of the Company, including the executive officers, may receive long-term cash incentive awards (the "Cash Incentive Plan"). Payout of awards granted under the Cash Incentive Plan may be based on the value of the Company over the vesting period of the awards or may have such other terms as the Compensation Committee may determine.
In 2024, the Compensation Committee approved long-term target incentive awards to our executive officers with an aggregate target opportunity to the group of approximately $5.8 million as of the grant date. The 2024 long-term incentive awards will vest in equal installments on January 15, 2026 and January 15, 2027. Upon a participant’s termination of employment without "cause" or for "good reason" (in each case, as defined in the Cash Incentive Plan) unvested awards that were not granted during the calendar year in which such termination of employment occurs shall vest in full, and unvested awards that were granted during the calendar year in which such termination of employment occurs shall be forfeited, in each case, as of the termination date.
Long-Term Incentive Unit Awards
In the second quarter of 2024, Brookfield Infrastructure granted 125 incentive unit awards to Mr. O’Callaghan in the form of bonus unit awards with a grant date fair value of $2.4 million. Since the establishment of the long-term incentive program in the fourth quarter of 2023, Brookfield Infrastructure has granted an aggregate of 875 incentive unit awards, including the units granted in 2024, to program participants. The awards (the "Incentive Units") represent a conditional right to receive a return tied to a profit-sharing pool based upon the appreciation of the Company’s valuation from the date of grant in excess of a specified hurdle rate, subject to a cap (as set forth in the grant documentation). Payment obligations with respect to the awards (if any) would be the responsibility of Brookfield Infrastructure.
The Incentive Units will vest in five equal annual installments on each of the first five anniversaries of the closing date of the Merger, subject to the executive officer’s continued employment or service. The Incentive Units (both vested and unvested) are subject to forfeiture (and recoupment of previously paid amounts, if any) if the executive officer’s employment is terminated for "cause" or a failure to comply with specified restrictive covenants. Unvested Incentive Units are subject to forfeiture in the event of the executive officer’s termination of employment or service, including resignation for any reason. In the event of the executive officer’s termination of employment or service (other than for cause), the executive officer will be entitled to receive payment in respect of his or her vested Incentive Units based on the then-prevailing valuation of the Company. The Incentive Units also provide for accelerated vesting upon a sale of the Company by Brookfield Infrastructure.
Director Compensation
Only one of our non-employee directors, Ms. Pizzuto, receives any compensation for service on our Board. In 2024, Ms. Pizzuto received an annual cash retainer of $200,000, in addition to reimbursement for reasonable business expenses. As a result of their affiliation with Brookfield Infrastructure, Messrs. Joynt, Vaughan, and Hellmann do not receive additional
compensation for service on our Board other than reimbursement for reasonable expenses incurred in connection with attendance at meetings. Messrs. Sondey, Romeo and O’Callaghan, as employees of the Company or its subsidiaries, also do not receive additional compensation for service as directors.
Employment Agreements.
We do not have any employment agreements with our executive officers.
Executive Severance Plan
We have adopted the Triton International Limited Executive Severance Plan. Under the Executive Severance Plan, subject to the execution of a release of claims, selected senior management employees of the Company and its subsidiaries, including the executive officers, are eligible to receive severance payments and benefits in the event their employment is terminated without "cause" or they resign their employment for "good reason," as defined in the Executive Severance Plan.
Upon a termination of employment without cause or a resignation for good reason other than in connection with a change in control, executive officers would receive the following severance benefits: (i) a payment equal to their base salary in effect at the time of termination, plus their target bonus opportunity for the fiscal year of termination, multiplied by one (1) (or by 1.5 in the case of Mr. Sondey) and (ii) their pro-rated target bonus opportunity for the fiscal year of termination. Executive officers are also entitled to COBRA continuation coverage paid by the Company for 18 months (or, if earlier, until the date on which they become eligible for coverage under another employer-provided plan).
The Executive Severance Plan contains a "double trigger" requirement for the payment of severance benefits in connection with a change in control of the Company (as defined in the Executive Severance Plan). Upon a termination of employment without cause or a resignation for good reason during a "change in control protection period," as defined in the Executive Severance Plan, executive officers would receive the following severance benefits: (i) a payment equal to their base salary in effect at the time of termination, plus their target bonus opportunity for the fiscal year of termination, multiplied by 1.5 (or by 2 in the case of Mr. Sondey) and (ii) their full target bonus opportunity for the fiscal year of termination. Executive officers are also entitled to COBRA continuation coverage paid by the Company for 18 months (or, if earlier, until the date on which they become eligible for coverage under another employer-provided plan). We completed the Merger on September 28, 2023. The completion of the Merger constituted a "change in control" under the Executive Severance Plan and, accordingly, a "change in control protection period" will be in effect with respect to the Merger until September 28, 2025.
As a condition to participating in the Executive Severance Plan, participants are required to agree to be subject to certain protective covenants, including non-competition, non-solicitation, confidentiality and non-disparagement covenants. The non-competition and non-solicitation covenants apply for 12-months following an executive officer’s termination of employment for any reason. The confidentiality and non-disparagement covenants apply for an indefinite period.
If any payments to an executive officer under the Executive Severance Plan or otherwise would be subject to "golden parachute" excise taxes under the Code, the payments will be reduced to limit or avoid the excise taxes if and to the extent such reduction would produce an expected better after-tax result for the executive officer.
Indemnification Agreements
In addition to providing directors and officers liability insurance to indemnify our executive officers and directors against certain liabilities and expenses arising in connection with the performance of their obligations to the Company, we have also entered into individual indemnification agreements with each of our directors and certain of our executive officers.
Tax Gross-Ups
We do not have any agreements or severance arrangements that provide for tax "gross-ups" to our executive officers.
Clawback Policy
We have adopted our Clawback Policy: Recovery of Erroneously Awarded Incentive-Based Compensation to comply with the rules of the SEC and the NYSE relating to the requirements of the Dodd-Frank Act.
C. Board Practices
Triton’s common shares are privately held by our sole shareholder, Thanos Holdings Limited, an affiliate of Brookfield Infrastructure. Triton also qualified as a "foreign private issuer" under applicable U.S. federal securities laws on the last business day of our most recently completed second fiscal quarter. Given our status as a foreign private issuer and a controlled company with only preference shares listed on the NYSE, we qualify for and rely on exemptions from certain NYSE corporate governance requirements. For a discussion on the practices that we follow in lieu of the NYSE’s corporate governance rules, refer to Item 16.G, "Corporate Governance" in this Annual Report.
Board Committees
To support effective corporate governance, our Board has two standing committees: the Audit Committee and the Compensation Committee. Each of the committees regularly discusses with the Board the work it has performed to discharge its responsibilities, and it may also report to the Board at any time regarding any matter it deems of sufficient importance. Each committee has the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities.
Audit Committee
The Audit Committee is responsible for assisting the Board in:
•overseeing our financial reporting and disclosure processes, including the adequacy and effectiveness of 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 the risk management of the Company, including major financial risk exposures, legal and regulatory matters, and related person transactions/conflicts of interest; and
•overseeing the work and performance of the internal audit function.
In discharging its duties, the Audit Committee has the authority to retain independent legal, accounting and other advisors and has the sole authority (subject, if applicable, to shareholder ratification) to appoint, retain, replace or terminate the independent auditor. The Audit Committee operates under a written Audit Committee Charter adopted by our Board. As of the date of this Annual Report, Ms. Pizzuto is the sole member of the Audit Committee. For additional information on our Audit Committee, refer to Items 16.A, "Audit Committee Financial Expert" and 16.G, "Corporate Governance" in this Annual Report.
Compensation Committee
The Compensation Committee is responsible for assisting the Board, among other things, 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 overseeing, in conjunction with the full Board, the CEO’s performance;
•reviewing and approving the compensation of our executive officers;
•as necessary, reviewing our compensation programs to evaluate unnecessary or excessive risk taking; and
•making recommendations to the Board regarding the compensation of non-employee directors.
The Compensation Committee operates under a Compensation Committee Charter adopted by our Board. As of the date of this Annual Report, Messrs. Joynt and Vaughan comprise the Compensation Committee. For additional information on our Compensation Committee, refer to Item 16.G, "Corporate Governance" in this Annual Report.
Nomination of Directors
Following the Merger, the Company is wholly owned by a subsidiary of Brookfield Infrastructure and the Board does not maintain a standing nominating committee or committee performing a similar function. Rather, the Company’s full Board performs the functions of a nominating committee. The Board believes that the directors can satisfactorily carry out the responsibility of properly recommending or approving director nominees without the formation of a standing nominating committee. As we have no standing nominating committee, the Company does not have a nominating committee charter or similar document in place.
The Board’s Role in Risk Oversight
The Board has overall responsibility for the oversight of risk management at Triton. Management is responsible for the day-to-day assessment and management of risk. The Board and its committees provide active oversight of these efforts, with senior management engaging with and reporting to the Board and the relevant Board committees on a regular basis to address high priority risks and how management is seeking to manage and mitigate risks.
At each Board meeting, the Board reviews and discusses with senior management key areas of financial, operational and strategic risk affecting Triton, including key market risks and risks related to Triton’s capital structure, liquidity and financing, procurement strategy, competitive environment, customer credit and other strategic developments. The Board also regularly engages with management with respect to the oversight of other risks, including succession planning and talent management, environmental, social and governance matters and cybersecurity and information technology risks. Refer to Item 16.K, "Cybersecurity" in this Annual Report for more information on our Information Security Program. Each of the Audit Committee and Compensation Committee has been delegated responsibility for oversight of risk categories related to its specific areas of focus. Refer to "Board Practices" above for descriptions of the risk categories that each of our committees is responsible for overseeing. Each committee regularly reports on its activities to the full Board to promote effective coordination and ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks.
Refer to Item 6.A, "Directors and Senior Management" for information regarding terms of office and periods of service of our directors. Refer to Item 6.B, "Compensation" for information related to employment arrangements and compensation of our directors.
D. Employees
We seek to attract, retain, and develop the best talent available in order to drive our continued success and achieve our business goals. As of December 31, 2024, our workforce was comprised of approximately 258 employees located in 21 offices and 13 countries. Our workforce remained relatively unchanged in 2024 compared to 2023. Voluntary workforce turnover for the year was approximately 4%. We are not a party to any collective bargaining agreements.
E. Share Ownership
Refer to Item 7.A, "Major Shareholders" for information regarding director and executive officer ownership of our common shares.
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F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation
None.
