Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2022, Triton International Limited (the "Company") announced
that Michael Pearl has been appointed Chief Financial Officer of the Company,
effective January 1, 2023. Mr. Pearl will succeed John Burns, who, as previously
announced, will retire as Chief Financial Officer, effective December 31, 2022.
Mr. Pearl, age 46, has served as the Company's Senior Vice President, Treasurer
since February 2022, and prior to that served as Vice President, Treasurer since
July 2016. He joined the Company in July 2009 as Assistant Treasurer and
Director, Business Development, and from April 2014 to July 2016 served as
Assistant Treasurer and Head of Credit.
In connection with Mr. Pearl's appointment, he will receive the following
compensation package, effective as of January 1, 2023: (i) a base salary of
$415,000, (ii) an annual incentive target equal to 70% of base salary, and (iii)
a long-term incentive plan annual equity award with a target value of $415,000,
expected to be granted in February 2023 concurrently with the grant of long-term
annual equity incentive awards to the Company's other executive officers. Mr.
Pearl will also be eligible for severance benefits under the Company's Executive
Severance Plan as a "Group 2 Participant," as defined in the Executive Severance
Plan. In addition, the Company intends to enter into the Company's standard form
of indemnification agreement for directors and certain officers (which was
previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K
filed on July 14, 2016) with Mr. Pearl.
There are no family relationships between Mr. Pearl and any director or
executive officer of the Company or any transactions in which Mr. Pearl has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Burns' retirement, in recognition of his valuable and
active contributions in facilitating a smooth succession process and transition
of his responsibilities prior to his retirement, the Company will provide him
with the compensation and benefits to which he would have been entitled under
the Company's Executive Severance Plan in the event of a termination without
"Cause," as defined in the Executive Severance Plan, subject to his execution
and non-revocation of a retirement agreement that includes a general release of
claims, as well as other customary separation provisions. Mr. Burns will
continue to be subject to certain restrictive covenants following his
retirement, including non-competition, non-solicitation, confidentiality and
non-disparagement provisions. Mr. Burns' outstanding equity incentive plan
awards will vest upon his retirement, with the exception of his
performance-based restricted shares granted in 2022, which will vest following
the end of the three-year performance period, subject to the achievement of the
applicable performance targets for those awards. Additionally, the Company
expects to enter into a consulting agreement with Mr. Burns pursuant to which he
will provide ongoing advisory services to support the transition to his
successor for a period of one year after his retirement for a fee of $42,900 per
month.
Item 7.01. Regulation FD Disclosure.
On November 18, 2022, the Company issued a press release announcing Mr. Pearl's
appointment, which is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
Press R elease issued by Triton International Limited dated November
99.1 18, 2022
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
TRITON INTERNATIONAL LIMITED 
