UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )

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CAI INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
 
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CAI INTERNATIONAL, INC.

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of CAI International, Inc.:

The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of CAI International, Inc. will be held on Friday, June 7, 2019, at 10:00 a.m. Pacific Daylight Time, to be held at the offices of Perkins Coie LLP, located at 3150 Porter Drive, Palo Alto, California 94304.

Items of Business

1.Election of three Class III directors nominated by the Board of Directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
2.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
3.An advisory vote to approve the compensation of our named executive officers.
4.Approval of the CAI International, Inc. 2019 Incentive Plan.
5.Approval of the CAI International, Inc. 2019 Employee Stock Purchase Plan.
6.Consider any other business that may properly come before the meeting.

Record Date

Only stockholders of record at the close of business on April 15, 2019 are entitled to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting. As of that date, there were 18,085,559 shares of common stock outstanding. A list of stockholders of record will be maintained and open for examination by any of our stockholders, for any purpose relating to the Annual Meeting, during regular business hours at the address listed above for 10 days prior to the Annual Meeting.

Voting

As stockholders of our company, your vote is important. Whether or not you plan to attend the Annual Meeting in person, please vote your shares as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, or by telephone, as promptly as possible. You may also request a paper proxy card or voting instruction form, as applicable, which will include a reply envelope, to submit your vote by mail, as described in the Notice of Internet Availability of Proxy Materials. Stockholders of record who are present at the Annual Meeting may withdraw their proxy and vote in person if they so desire. On behalf of our Board of Directors, thank you for your participation in this important annual process.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2019. Our Proxy Statement and 2018 Annual Report are available at www.proxyvote.com.

 
By Order of the Board of Directors,
 

 
Victor M. Garcia
 
President and Chief Executive Officer

San Francisco, California
April 18, 2019


CAI INTERNATIONAL, INC.
Steuart Tower, 1 Market Plaza, Suite 900
San Francisco, CA 94105
(415) 788-0100

2019 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE PROXY MATERIALS AND VOTING AT
THE ANNUAL MEETING

Why am I receiving these materials?

The Board of Directors (the “Board”) of CAI International, Inc. (the “Company,” “CAI,” “we,” “us,” and “our”) is providing these proxy materials to you in connection with the solicitation of proxies for our 2019 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place at 10:00 a.m. local time on Friday, June 7, 2019. The Annual Meeting will be held at the offices of Perkins Coie LLP located at 3150 Porter Drive, Palo Alto, California 94304. As a stockholder, you are invited to attend the Annual Meeting and are entitled to and request to vote on the items of business described in this proxy statement. Proxy materials will first be made available to stockholders on or about April 18, 2019.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

What information is contained in the proxy statement?

The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board and Board committees, the compensation of our directors and executive officers during 2018, and certain other required information.

What items will be voted on at the Annual Meeting?

We are asking you to vote on the following matters in connection with the Annual Meeting:

1.The election of three Class III directors nominated by the Board to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal No. 1);
2.A proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal No. 2);
3.An advisory vote to approve the compensation of our named executive officers (Proposal No. 3);
4.A proposal to approve the CAI International, Inc. 2019 Incentive Plan (Proposal No. 4); and
5.A proposal to approve the CAI International, Inc. 2019 Employee Stock Purchase Plan (Proposal No. 5).

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We will also consider any other business that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

What are our Board’s voting recommendations?

Our Board recommends that you vote your shares as follows:

“FOR” the Class III director nominees to the Board (Proposal No. 1);
“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal No. 2);
“FOR” the advisory vote to approve the compensation of our named executive officers (Proposal No. 3);
“FOR” the approval of the CAI International, Inc. 2019 Incentive Plan (Proposal No. 4); and
“FOR” the approval of the CAI International, Inc. 2019 Employee Stock Purchase Plan (Proposal No. 5).

Who is entitled to vote and how many votes do I have?

Each share of our common stock issued and outstanding as of the close of business on April 15, 2019 (the “Record Date”) is entitled to one vote on all items being voted upon at the Annual Meeting. You may vote all shares owned by you as of this time, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner through a broker, trustee or other nominee, such as a bank or brokerage service. On the Record Date, there were 18,085,559 shares of our common stock issued and outstanding.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most stockholders hold their shares through a broker, trust, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company N.A., you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. You may authorize your proxy via the Internet by following the instructions provided in the Notice. If you request printed copies of the proxy materials by mail, you may also authorize your proxy by filling out the proxy card included with the materials or by calling the toll-free number found on the proxy card.

Beneficial Owner. If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.” If you request printed copies of the proxy materials by mail, you will receive a vote instruction form from your broker, bank, trust or other nominee. You should instruct your broker or other nominee how to vote your shares by following the voting instructions provided by your broker or other nominee.

Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee, bank or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Your broker, trustee, bank or other nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee, bank or other nominee how to vote your shares.

How can I attend and vote my shares at the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date, or you hold a valid proxy for the Annual Meeting.

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Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee, bank or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

How can I vote my shares without attending the Annual Meeting?

Vote by Internet. If you are a stockholder of record, you may vote your proxy over the Internet by following the instructions on the Notice or, if you requested printed copies of our proxy materials, by following the instructions on the printed proxy card you received. Most beneficial stockholders may vote by accessing the website specified on the voting instructions forms provided by their brokers, trustees, banks or other nominees.

Vote by Telephone. If you are a stockholder of record, you may vote your proxy by touch-tone telephone from within the U.S. by following the instructions on the Notice or, if you requested printed copies of the proxy materials, by following the instructions on the printed proxy card. Most beneficial stockholders may vote by accessing the website specified on the voting instructions forms provided by their brokers, trustees, banks or other nominees.

Vote by Mail. If you are a stockholder of record, you may vote your proxy by mail by requesting printed proxy cards and completing, signing and dating the printed proxy cards and mailing them in the postage-paid envelope that will accompany the printed proxy materials. Beneficial owners (“street name” holders) may vote by completing, signing and dating the voting instruction form provided and mailing it in the postage-paid envelopes accompanying the voting instruction forms.

Can I change or revoke my vote?

You may change or revoke your vote at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change or revoke your vote by (i) submitting a new proxy bearing a later date (which automatically revokes the earlier proxy), (ii) providing a written notice of revocation of your proxy to our Secretary prior to your shares being voted, or (iii) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting alone will not cause your previously granted proxy to be revoked, unless you specifically so request. If you are the beneficial owner of shares held in a brokerage account, or that are held by another person on your behalf, you may change or revoke your vote by submitting new voting instructions to your broker, trustee, bank or other nominee as provided in the voting instruction card, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within CAI or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which are forwarded to our management.

How many shares must be present or represented to conduct business at the Annual Meeting?

Transaction of business at the Annual Meeting may occur only if a quorum is present. The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of shares of our common stock entitled to vote must be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

How are votes counted?

In the election of directors (Proposal No. 1), you may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. For Proposal Nos. 2, 3, 4 and 5, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”

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If you provide specific instructions in your proxy card or voting instruction card with regard to a certain item, your shares will be voted as you instruct on such items. If you are a stockholder of record and you sign and return your proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” the Class III director nominees to the Board, “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, “FOR” the advisory vote to approve the compensation of our named executive officers, “FOR” the approval of the CAI International, Inc. 2019 Incentive Plan, “FOR” the approval of the CAI International, Inc. 2019 Employee Stock Purchase Plan, and in the discretion of the proxy holders on any other matters that properly come before the Annual Meeting).

What is the voting requirement to approve each of the proposals?

For Proposal No. 1, the election of directors, members of the Board are elected by a plurality of the votes cast, provided that a majority of the outstanding shares of common stock are present or represented and entitled to vote at the Annual Meeting. The candidates who receive the greatest number of votes “FOR” will be elected directors. Cumulative voting is not permitted for the election of directors.

The approval of each of Proposal Nos. 2, 3, 4 and 5 requires the affirmative vote of a majority of the votes cast on the matter, in person or by proxy, at the Annual Meeting.

Abstentions are shares that abstain from voting on a particular matter. Under Delaware law, abstentions effectively count as being present for purposes of determining whether a quorum of shares is present at a meeting. Abstentions will have no effect on Proposal No. 1 since approval of director nominees by a percentage of the shares present or outstanding is not required. Abstentions will have the same effect as a vote “AGAINST” Proposal Nos. 2, 3, 4 and 5.

Under the rules of the New York Stock Exchange (“NYSE”), if your broker holds your shares in its name (also known as “street name”), and does not receive voting instructions from you, the broker is permitted to vote your shares only on “routine” matters. Proposal No. 2, the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, is the only routine matter that a broker is permitted to vote on at the Annual Meeting. For Proposal Nos. 1, 3, 4 and 5, broker non-votes are generally not considered votes cast at the Annual Meeting and therefore will have no direct impact on such proposals. We urge you to give voting instructions to your broker on all voting items.

What happens if additional matters are presented at the Annual Meeting?

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any reason one of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate as may be nominated by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

What should I do if I want to receive more than one set of voting materials, and how may I obtain a separate set of voting materials?

Any stockholder, including both stockholders of record and beneficial holders who own their shares through a broker, trustee, bank or other nominee, who share an address with another holder of our common stock are only being sent one Notice or set of proxy materials, unless such holders have provided contrary instructions. We will deliver promptly upon request a separate copy of these materials to any holder at a shared address to which a single copy of the proxy materials was delivered. If you wish to receive a separate copy of these materials in the future or if you are receiving multiple copies and would like to receive a single copy, please contact us in writing at CAI International, Inc., Attn: Investor Relations, 1 Market Plaza, Steuart Tower, Suite 900, San Francisco, CA 94105, Fax: (415) 788-3430, or by telephone at (415) 788-0100.

Who will bear the cost of soliciting votes for the Annual Meeting?

We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to soliciting proxies by mail, over the Internet and by telephone, our directors, officers and employees may solicit proxies on behalf of the Company without

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additional compensation. We may also engage a proxy solicitor for a reasonable fix fee, plus reasonable expenses for such services. Upon request, we will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K, which we will file with the SEC within four business days following the Annual Meeting.

What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?

Stockholder Proposals: For a stockholder proposal to be considered for inclusion in our proxy statement for the 2020 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8, the written proposal must have been received by our Secretary at our principal executive offices no later than December 20, 2019. If the date of the 2020 Annual Meeting of Stockholders is moved more than 30 days before or after June 7, 2020, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Such proposals must also comply with the provisions in our amended and restated bylaws (our “Bylaws”) regarding business to be brought before a stockholder meeting and SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to CAI International, Inc., Attn: Secretary, 1 Market Plaza, Steuart Tower, Suite 900, San Francisco, CA 94105, Fax: (415) 788-3430.

For a stockholder proposal that is not intended to be included in our proxy statement as described above, stockholders are advised to review our Bylaws as they contain requirements with respect to advance notice of stockholder proposals. Stockholders must provide the information required by our Bylaws and give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Secretary at the address above:

not earlier than the close of business on February 8, 2020; and
not later than the close of business on March 9, 2020.

However, in the event that the 2020 Annual Meeting of Stockholders is convened more than 30 days before or more than 60 days after June 7, 2020, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th day prior to the 2020 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to 2020 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of the 2020 Annual Meeting of Stockholders is first made.

Nomination of Director Candidates: You may propose director candidates for consideration by the Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to the Chair of our Nominating and Corporate Governance Committee by fax or mail addressed to CAI International, Inc., Attn: Chair of the Nominating and Corporate Governance Committee, 1 Market Plaza, Steuart Tower, Suite 900, San Francisco, CA 94105, Fax: (415) 788-3430.

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In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must deliver timely notice to our Secretary in accordance with our Bylaws, which require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals.” Pursuant to our Bylaws, the notice must include, among other things, the information that would be required in a proxy statement or other filings required to be made in connection with soliciting proxies for the election of that nominee in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, disclosure of specified compensatory and other material relationships between the stockholder proponent and its affiliates, on the one hand, and the director nominees and their affiliates, on the other hand, disclosure of all ownership interests in the Company held by the stockholder proponent, including, among other things, all ownership interests, hedges, economic incentives and rights to vote any shares of any security of the Company, in light of increased use by investors of derivative instruments that are not reflected in an investor’s beneficial ownership of the Company’s securities, and a completed director questionnaire provided by each nominee for election or reelection to the Board. The notice should be addressed to our Secretary as follows: CAI International, Inc., Attn: Secretary, 1 Market Plaza, Steuart Tower, Suite 900, San Francisco, CA 94105, Fax: (415) 788-3430.

Copy of Bylaw Provisions: If you wish to make a proposal or nominate a director, you are advised to review our Bylaws regarding the requirements that must be satisfied in order for a stockholder proposal or director nomination to be considered at an Annual Meeting. You may contact our Secretary as indicated above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

How may I communicate with the Board or the independent directors of the Board?

Any stockholder or other interested party may contact the Board, including the Chairman of the Board, any non-employee director or the non-employee directors as a group, or any individual director or directors, by writing, directing the communication by mail or fax addressed to CAI International, Inc., Attn: Chairman of the Board of Directors, 1 Market Plaza, Steuart Tower, Suite 900, San Francisco, CA 94105, Fax: (415) 788-3430. All communications are relayed to the board member(s) to whom such communications are directed.

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PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Our Board currently consists of seven directors, divided into three classes as follows:

Class I Directors: Gary M. Sawka and Victor M. Garcia, whose current terms will expire at the 2020 Annual Meeting of Stockholders;
Class II Directors: Kathryn G. Jackson and Andrew S. Ogawa, whose current terms will expire at the 2021 Annual Meeting of Stockholders; and
Class III Directors: Masaaki (John) Nishibori, David G. Remington and John H. Williford, whose current terms will expire at this Annual Meeting.

During 2018, the Board added three new directors in order to replace the seats vacated by the unfortunate passing of William Liebeck and our founder, Hiromitsu Ogawa, in 2017, and to account for the announced retirement of Marvin Dennis in 2018. In February 2018, the Board appointed Kathryn G. Jackson to serve as a Class II director, and she was also appointed to serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In April 2018, Andrew S. Ogawa was appointed as a Class II director and John H. Williford was appointed as a Class III director. At that time, Mr. Ogawa was also appointed to the Nominating and Corporate Governance Committee, while Mr. Williford was appointed to serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Masaaki (John) Nishibori, David G. Remington and John H. Williford have been nominated for election as Class III directors at the Annual Meeting, to serve until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until the death, resignation or removal of such director.

Proxies will be voted in favor of Messrs. Nishibori, Remington and Williford unless the stockholder indicates otherwise on the proxy. Messrs. Nishibori, Remington and Williford have each consented to being named as nominees in this proxy statement and have agreed to serve if elected. The Board expects that each of the nominees will be able to serve, but if either nominee becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the Board unless the Board chooses to reduce the number of directors serving on the Board.

There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he is or was to be selected as a director or officer of CAI. There are no family relationships among our executive officers and directors.

Below sets forth information concerning each member of our Board:

Class III Directors Standing for Re-Election
   
 
Masaaki (John) Nishibori
Director since 1993
   
 
Mr. Nishibori, age 74, previously served as our President and Chief Executive Officer from November 2006 to May 2011. In addition, Mr. Nishibori was our Senior Vice President and Chief Financial Officer from 1993 to November 2006. Mr. Nishibori is a retired senior executive in the financial services industry. From 1973 to 1993, Mr. Nishibori was a commercial banker for The First National Bank of Boston. From 1970 to 1973, Mr. Nishibori was a management consultant at Arthur D. Little, Inc., an international management consulting firm in Cambridge, Massachusetts. Mr. Nishibori is a graduate of Hitotsubashi University and holds an M.B.A. from Columbia University.
   
 
In addition to his institutional knowledge from his long tenure of service to the Company and his position as a former executive leader of our Company, Mr. Nishibori’s significant financial expertise, including extensive experience with capital markets and commercial financing transactions, and his historical knowledge of our operations is valuable to the Board.
   
 

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David G. Remington
Director since 2010
   
 
Mr. Remington, age 77, has served as Chairman of the Board since January 2018. Mr. Remington is a retired senior financial executive with 40 years of experience in corporate finance, investment and commercial banking, equipment leasing, and asset-based financing. He retired as Senior Vice President of Itron, Inc., a technology and services company dedicated to the resourceful use of energy and water in December 2004, and was its Chief Financial Officer from February 1996. After retiring, he was Acting Chief Financial Officer of Next IT, Inc., a private software company, from September 2014 to September 2016, during which time he was a board member of that firm. Prior to his service with Itron, Inc., Mr. Remington served as a Managing Director, Investment Banking, for Dean Witter Reynolds, Inc., a stock brokerage and securities firm, and as President of Steiner Financial Corporation, an equipment leasing company. Previously, he held positions in commercial banking and financial services. He holds a B.S. in electrical engineering from the University of California at Berkeley and a M.B.A. from Harvard Business School.
   
 
Mr. Remington’s extensive financial experience with nearly 40 years of work in corporate finance, investment and commercial banking is valuable to the Board, particularly with respect to financial and accounting issues.
   
 
John H. Williford
Director since 2018
   
 
Mr. Williford, age 62, formally served as the President, Global Supply Chain Solutions of Ryder System, Inc., an industry leader in truck rental, fleet management and supply chain solutions, from June 2008 through April 2015. He is also the founder of Golden Gate Logistics, LLC, a company involved in the acquisition and consolidation of logistics services providers in North America and Asia, and served as its President and CEO from 2006 to 2008. Prior to forming Golden Gate Logistics, Mr. Williford founded Menlo Logistics, a logistics services provider, where he served as President and Chief Executive Officer from 1992 through 2001. Mr. Williford also served as President and Chief Executive Officer of Menlo Worldwide from 2001 to 2005, a group which included Menlo Logistics and Menlo Forwarding (formerly Emory Worldwide), a global air and ocean freight forwarder. Mr. Williford earned a bachelor’s degree from Hamilton College and an M.B.A. from the University of California at Berkeley. He has previously served on the Board of Advisors for the Haas Business School at UC Berkeley, the Board of Directors for the National Association of Manufacturers, and on the Transportation Advisory Board for the National Defense Transportation Association.
   
 
Mr. Williford brings extensive management and consulting experience in the logistics industry, which we believe brings valuable financial, operational, governance and strategic expertise to the Board.
   
 
   
 
Continuing Class I Directors
   
 
Gary M. Sawka
Director since 2011
   
 
Mr. Sawka, age 72, previously served as our Interim Chief Financial Officer and Interim Senior Vice President, Finance, from September 2010 to June 2011. Since May 2014, Mr. Sawka has served on the Board of Directors of Digital Solid State Propulsion, Inc., a venture-backed manufacturer of smart energetic materials for the space, defense, and pyrotechnics industries. Prior to September 2010, he served as a member of our Board beginning in May 2007. From September 2008 to October 2010, he served as Senior Vice President, Finance and Chief Financial Officer of Questcor Pharmaceuticals, Inc., a specialty pharmaceuticals company. From October 2010 to December 2010, he was employed with Questcor Pharmaceuticals, Inc. on a part time basis as Special Projects, Finance. From February 2007 to April 2008, he served as Chief Financial Officer for Tripath Technology, Inc., a former Nasdaq-listed semiconductor company, during its Chapter 11 reorganization and its reverse merger. From August 2006 to February 2007, he served as a consulting Chief Financial Officer to Tripath Technology, Inc. From 2002 to 2006, Mr. Sawka worked as a financial consultant for several Nasdaq-listed companies. From 2000 to 2001, he served as Executive Vice President and Chief Financial Officer of ePlanning Securities, a national, representative-owned, independent FINRA Broker/Dealer. During the period from 1984 to 2002, Mr. Sawka

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served as Vice President and Chief Financial Officer of Tvia, Inc., a semiconductor company, PrimeSource Corporation, an international container leasing company specializing in high service leases, and Itel Containers International Corporation, at the time, the world’s largest international container leasing company. Mr. Sawka has an M.B.A. from Harvard University Graduate School of Business Administration and a B.S. in Accounting from the University of Southern California.
   
 
Mr. Sawka brings extensive management and consulting experience with public companies, along with his substantial experience with our operations, which we believe brings valuable financial, operational, governance and strategic expertise to the Board.
   
 
Victor M. Garcia
Director since 2011
   
 
Mr. Garcia, age 51, has served as our President and Chief Executive Officer since June 2011. From September 2010 to June 2011, he also served as our Senior Vice President and Chief Operating Officer. In addition, Mr. Garcia previously served as our Senior Vice President and Chief Financial Officer from November 2006 through September 2010. From July 1990 to October 2006, he was employed by Banc of America Securities, the investment banking subsidiary of Bank of America, where he was a Managing Director and senior banker in the Transportation Group within the Global Corporate and Investment Bank group. Mr. Garcia holds a B.S. from Babson College.
   
 
Mr. Garcia has been selected as a director because as our President and Chief Executive Officer he brings a unique insight on the management of the Company to the Board, and with his financial expertise gained in the banking industry along with his experience as our former Chief Financial Officer and Chief Operating Officer, he also brings knowledge of the financial and operational facets of the Company to the Board.
   
 
   
 
Continuing Class II Directors
   
 
Kathryn G. Jackson
Director since 2018
   
 
Ms. Jackson, age 63, previously served as Chief Executive Officer of the Second Harvest Food Bank of Santa Clara and San Mateo Counties from 2009 until mid-2017. From 2003 to 2004, Ms. Jackson held the role of Managing Director for Bank of America Leasing & Capital, LLC, which provides leasing and equipment financial solutions to small businesses, mid-market companies, and large corporations. From 1995 to 2002, she held leadership roles as a Senior Vice President (1995 to 1998) and Executive Vice President (1998 to 2002), managing four of the six business lines for GATX Capital Corporation, a subsidiary of GATX Corporation, a global leader in railcar leasing. Ms. Jackson was a Managing Director from 1987 to 1994 of D’Accord Incorporated, a rail and aircraft advisory firm, and served as D’Accord’s interim President from 1991 to 1992. She is a Phi Beta Kappa graduate of Stanford University and holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.
   
 
Ms. Jackson brings nearly 10 years of Chief Executive Officer experience to the Board, as well as more than two decades of relevant financial services experience including significant roles as a senior executive with a variety of equipment leasing and finance companies.
   
 

| 2019 PROXY STATEMENT | 9

   

Andrew S. Ogawa
Director since 2018
   
 
Mr. Ogawa, age 46, co-founded and is a Managing Partner in Quest Venture Partners, an investment management company focused on early stage investments in the technology industry. Prior to founding Quest Venture Partners in 2008, Mr. Ogawa was a Manager for Daimler AG, an international automotive company, involved in various capacities related to corporate strategy and procurement from 1999 to 2009. He holds dual B.A.s in Economics and East Asian Studies from the University of California at Santa Barbara, as well as an M.B.A. in International Management from Thunderbird, American Graduate School of International Management. He currently serves as a member of the Board of Directors for Car IQ Inc. and GameOn Inc.
   
 
Mr. Ogawa’s expertise in evaluating investment opportunities, international business development, transportation and procurement operations provide valuable insights to the Board.
   
 

   

THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF THE CLASS III DIRECTOR NOMINEES TO THE BOARD. 

10 | 2019 PROXY STATEMENT |

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are committed to sound corporate governance principles. Such principles are essential to running our business efficiently and to maintaining our integrity in the marketplace. The Board has formalized several policies, procedures and standards of corporate governance, including our CAI International, Inc. Corporate Governance Guidelines (the “Corporate Governance Guidelines”), some of which are described below. We continue to monitor best practices and legal and regulatory developments with a view to further revising our governance policies and procedures, as appropriate.

Corporate Governance Guidelines

The Board has in place the Corporate Governance Guidelines, which are designed to assure the continued vitality of the Board and excellence in the execution of its duties. Our Corporate Governance Guidelines establish the practices and procedures of the Board with respect to board composition and member selection, board meetings and involvement of management, board committees and director orientation and education. Our Nominating and Corporate Governance Committee periodically reviews our Corporate Governance Guidelines and provides recommendations to the Board for revisions and updates as necessary to reflect improved corporate governance practices and changes in regulatory requirements. A copy of our Corporate Governance Guidelines is available in the “Documents & Charters” portion of the Investors section of our website at www.capps.com.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers, employees, contractors, consultants, service providers and employees, including our principal executive officer, principal financial officer, principal legal officer, principal accounting officer and controller. A copy of our Code of Business Conduct and Ethics is available in the “Documents & Charters” portion of the Investors section of our website at www.capps.com. We intend to disclose any changes in or waivers from the Code of Business Conduct and Ethics that are required to be disclosed by posting such information on our website. A copy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics will be provided to any stockholder who requests it from us in writing at CAI International, Inc., Attn: Investor Relations, Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105, or by telephone at (415) 788-0100.

Board Independence

The Board has reviewed the relationships between CAI and each of its directors. The Board has determined that none of our current directors, except Victor M. Garcia, our President and Chief Executive Officer, has a material relationship with us (either directly, through a family member or as a partner, officer or stockholder of any organization that has a relationship with us), and each director, other than Mr. Garcia, is independent within the meaning of our director independence standards, which reflect exactly the NYSE director independence standards and listing requirements. Our independence standards are available in the “Documents & Charters” portion of the Investors section of our website at www.capps.com and a copy of such standards will be provided to any stockholder upon request to us in writing at CAI International, Inc., Attn: Investor Relations, Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105, or by telephone at (415) 788-0100.

Board Leadership Structure

We do not have a policy regarding separation of the roles of Chief Executive Officer and Chairperson of the Board. The Board believes it is in our best interests to make that determination based on current circumstances. Mr. Remington currently serves as the Chairman of the Board and Mr. Garcia serves as our President and Chief Executive Officer and as a director. We believe that having a separate Chairman and Chief Executive Officer is appropriate and in our best interests at this time given the current characteristics of our management. Mr. Remington has been a director since 2010 and is intimately familiar with our business and industry, and highly capable of effectively identifying strategic priorities, overseeing risk management, leading Board discussions and defining various key strategic objectives. Mr. Garcia, as our President and Chief Executive Officer, is the individual selected by the Board to manage us on a day-to-day basis, and his direct involvement in our operations allows him to provide valuable insights with respect to strategic planning and the operational requirements to meet our short- and long-term objectives. Our independent directors also bring experience, oversight and expertise from outside the Company and industry.

| 2019 PROXY STATEMENT | 11

Management Succession Planning

Our Nominating and Corporate Governance Committee regularly reviews the Company’s executive management succession plan and discusses the results of such review with the Board to help ensure business continuity in the event a key executive departs from the Company. This evaluation includes a thorough discussion on the Company’s senior leadership structure and focuses on key positions held by our executives, as well as the skills and competencies possessed by potential Chief Executive Officer successors. These discussions include the available talent pipeline, and individuals identified as potential future leaders are given exposure to the Board through formal presentations and informal meetings or events. The Board reviews management strengths and development plans to prepare management for more senior leadership roles. The Board is regularly updated on key talent indicators for the overall workforce, and diversity, recruiting and development programs.

Board Meetings and Executive Sessions

During 2018, the Board held 14 meetings. Each director attended at least 75% of all Board (held during the period for which he or she was a director) and applicable committee meetings on which such director served during his or her tenure as a director. Non-management directors met in executive session on a regular basis in 2018, generally at each regularly scheduled Board meeting. The Board expects to continue to conduct an executive session limited to non-employee directors at least annually and our non-employee directors may schedule additional executive sessions in their discretion.

Board Committees

Our Board has the authority to appoint committees to perform certain management and administrative functions. Our Board has the following three standing committees: (1) Audit, (2) Compensation, and (3) Nominating and Corporate Governance, each of which must be composed exclusively of independent directors. The membership and the function of each of the committees are described below, and each of the committees operates under a written charter adopted by the Board, each of which are available in the “Documents & Charters” portion of the Investors section of our website at www.capps.com. A copy of each charter will be provided to any stockholder who requests it from us it from us in writing at CAI International, Inc., Attn: Investor Relations, Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105, or by telephone at (415) 788-0100. Our Board may establish other committees from time to time to facilitate the management of our business and affairs.

The following table is a summary of our committee structure and members on each of our committees:

Name of Director
Audit
Compensation
Nominating and
Corporate Governance
Kathryn Jackson 



David G. Remington Chairman 



Masaaki (John) Nishibori 

 

Gary M. Sawka 



John H. Williford



Andrew S. Ogawa
 
 

Victor M. Garcia
 
 
 
 
 
 
 
 


Audit Committee. The functions of the Audit Committee include oversight of the integrity of our financial statements, performance of our internal audit services function, our compliance with legal and regulatory requirements, the implementation and effectiveness of our disclosure controls and procedures, the evaluation of

12 | 2019 PROXY STATEMENT |

enterprise risk issues, the review of related person transactions, the annual independent audit of our financial statements, and the evaluation of the performance, qualifications and independence of our independent auditors. Our Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, termination and oversight of the work of any independent auditor engaged for the purpose of issuing an audit report or related work, as well as pre-approving all audit and non-audit services. All of the directors currently serving on our Audit Committee, Ms. Jackson, Mr. Nishibori, Mr. Remington, Mr. Sawka and Mr. Williford, qualify as “independent,” as such term is defined in Section 10A(m) under the Exchange Act, Rule 10A-3 promulgated thereunder, and under NYSE listing requirements applicable to audit committees. Each of Ms. Jackson, Mr. Nishibori, Mr. Remington and Mr. Sawka has accounting or related financial management expertise as required by the NYSE’s listing requirements and qualifies as an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, as promulgated by the SEC. During 2018, the Audit Committee held nine meetings.

Compensation Committee. The Compensation Committee has overall responsibility for evaluating and recommending to the Board for approval, our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies and programs. The Compensation Committee also determines and recommends for approval, the compensation, benefits, severance, equity-based or other compensation plans, policies and programs for such other senior employees as the Compensation Committee may determine. The Compensation Committee is also responsible for producing a report for inclusion in our proxy statement. In addition, the Compensation Committee assists the Board in discharging its responsibility for the design and establishment of the Company’s compensation and benefits programs generally. All of the directors currently serving on our Compensation Committee, Ms. Jackson, Mr. Remington, Mr. Sawka and Mr. Williford, qualify as “independent,” as such term is defined under NYSE listing requirements applicable to compensation committees. During 2018, the Compensation Committee held 12 meetings.

The Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Compensation Committee. Additionally, the Compensation Committee has the sole authority and responsibility to engage and terminate any outside consultant to assist in evaluating and determining appropriate compensation levels for the Chief Executive Officer or other members of management and to approve the terms of any such engagement and the fees of any such consultant. In 2018, the Compensation Committee directly engaged a compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to review our executive compensation policies and to assist the Compensation Committee in setting compensation for our executives with the target of aligning total compensation with the Company’s business strategies and goals so as to deliver maximum return on compensation investment. The Compensation Committee also consulted with Pearl Meyer in 2018 in connection with the Compensation Committee’s analysis and review of our director compensation program. The Compensation Committee reviewed its and our Company’s relationships with Pearl Meyer and has determined that Pearl Meyer is an independent advisor and there has been no conflict of interest in connection with services from Pearl Meyer.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists our Board in promoting our best interests and the best interests of our stockholders through the implementation of sound corporate governance principles and practices. In furtherance of this purpose, the Nominating and Corporate Governance Committee identifies individuals qualified to become directors and recommends to our Board the director nominees for the next annual meeting of stockholders. In addition, the Nominating and Corporate Governance Committee establishes procedures for, and evaluates any, director nominations made by stockholders. It also reviews the structure and composition of our Board committees and makes any recommendations the committee members may deem appropriate from time to time concerning any recommended changes in the composition of our Board and its committees. The Nominating and Corporate Governance Committee recommends to our Board the corporate governance guidelines and standards regarding the independence of outside directors applicable to us and reviews such guidelines and standards and the provisions of the Nominating and Corporate Governance Committee Charter to confirm that such guidelines, standards and charter remain consistent with sound corporate governance practices and with any legal or regulatory requirements of the NYSE. The Nominating and Corporate Governance Committee monitors our Board and our compliance with any commitments made to our regulators or otherwise regarding changes in corporate governance practices, and oversees the annual review of our Board’s, Board Committees’ and management’s performance. The Nominating and Corporate Governance Committee also periodically reviews succession planning for our Chairman of the Board, our Chief Executive Officer and other key management positions.

| 2019 PROXY STATEMENT | 13

All of the directors currently serving on our Nominating and Corporate Governance Committee, Ms. Jackson, Mr. Nishibori, Mr. Ogawa, Mr. Remington, Mr. Sawka and Mr. Williford, qualify as “independent,” as such term is defined under applicable NYSE listing requirements. During 2018, the Nominating and Corporate Governance Committee held four meetings.

Identification and Consideration of Nominees. The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying nominees for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons.

In evaluating candidates, including candidates nominated by stockholders, the Nominating and Corporate Governance Committee seeks to achieve a balance of strength of character, judgment, business experience, specific areas of expertise, factors relating to the composition of the Board (including its size and structure) and diversity on the Board. We do not have a separate policy regarding the consideration of diversity in identifying and evaluating director nominees, but the Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills and backgrounds so that, as a group, the Board will possess a broad perspective and the appropriate talent, skills and expertise to oversee our business. Directors are expected to attend all or substantially all Board meetings and meetings of the Board committees on which they serve. Directors are also expected to spend the necessary time to discharge their responsibilities and to ensure that other existing or future commitments do not materially interfere with their responsibilities as members of the Board.

Stockholder Nominees. The Nominating and Corporate Governance Committee will consider properly submitted stockholder nominations for candidates for membership on the Board in the same manner as other director nominees. Any stockholder nominations proposed for consideration by the Nominating and Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to CAI International, Inc., Attn: Chair of the Nominating and Corporate Governance Committee, 1 Market Plaza, Steuart Tower, Suite 900, San Francisco, CA 94105, Fax: (415) 788-3430.

For a description of the process for nominating directors in accordance with our Bylaws, see “General Information about the Proxy Materials and Voting at the Annual Meeting—What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?”

Board Oversight of Risk Management

One of the Board’s primary responsibilities under our Corporate Governance Guidelines is reviewing our strategic plans and objectives, including our principal risk exposures. The Board believes that overseeing how the executive team manages the various risks confronting the company is one of its most important areas of oversight. In carrying out this critical responsibility, the Board has designated the Audit Committee as also responsible for evaluating and discussing the Company’s major risk exposures with management (including any cybersecurity risks), the head of internal audit (or the internal audit service providers), and the independent auditors. While the Audit Committee has primary responsibility for overseeing enterprise risk management, each of the other Board committees also considers risk within its area of responsibility. For example, the Nominating and Corporate Governance Committee reviews risks related to legal and regulatory compliance as they relate to corporate governance structure and processes, and the Compensation Committee reviews risks related to compensation matters. The Board also addresses at least annually, the Company’s principal current and future risk exposures. The Board receives regular reports from its committees and members of senior management on areas of material risk to CAI, including operational, financial, legal and regulatory, and strategic and reputation risks.

With respect to risks related to compensation matters, the Compensation Committee, in establishing, reviewing and recommending our compensation plans and programs, considers, among other things, whether a plan or program encourages unnecessary or excessive risk taking and it has concluded that our current compensation plans and programs do not encourage such risk taking. The Compensation Committee believes that we have no compensation policies and programs that give rise to risks reasonably likely to have a material adverse effect on us.

14 | 2019 PROXY STATEMENT |

Attendance of Directors at the 2018 Annual Meeting of Stockholders

While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend all meetings of stockholders. All of our directors attended the 2018 Annual Meeting of Stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2018: (i) was, at any time during 2018, an officer or employee of CAI, (ii) was formerly an officer of CAI or (iii) had any relationship requiring disclosure by CAI under Item 404 of Regulation S-K. No executive officer of CAI during 2018 served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, or as a director of another entity, where one of the other entity’s executive officers served on the Compensation Committee of CAI or as a director of CAI.

| 2019 PROXY STATEMENT | 15

DIRECTOR COMPENSATION

The objectives of our director compensation program are to offer compensation that is competitive with the compensation paid by peer companies so that we may attract and retain qualified candidates for Board service. Our director compensation program was designed in consultation with the Compensation Committee’s independent compensation consultant, including an analysis of peer and market practice. The Compensation Committee regularly reviews the compensation paid to non-employee directors and recommends changes to the Board, as appropriate.

Consistent with the previous year, during 2018, our director compensation program consisted of the following:

 
 
   
 
 
   
 
Annual Board Service
Cash Retainer(1)
$
60,000
 
 
Restricted Stock Award(2)
$
150,000
 
Board/Committee Chair Cash Retainer(1)
Chairman of the Board
$
30,000
 
Audit Committee
$
20,000
 
 
Compensation Committee
$
15,000
 
 
Nominating and Corporate Governance Committee
$
15,000
 
Committee Member Cash Retainer(1)
Audit Committee
$
8,000
 
Compensation Committee
$
8,000
 
 
Nominating and Corporate Governance Committee
$
8,000
 
(1)All cash retainers are paid in arrears in quarterly installments.
(2)The restricted stock awards vest one year from the grant date, subject to such non-employee director’s continued service as of the vesting date.

Directors who are employees of our company do not receive compensation for their service as directors. During 2018, Mr. Garcia did not receive any compensation for his service on the Board. Any director compensation is prorated to the date of commencement of service on the Board for new members of the Board.

The following table presents information regarding the compensation paid during 2018 to non-employee directors who served on the Board during 2018.

Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($)(1)
Total
($)
Marvin Dennis(2)
 
35,000
 
 
 
 
35,000
 
Kathryn G. Jackson(3)
 
78,083
 
 
187,319
 
 
265,402
 
Masaaki (John) Nishibori
 
76,000
 
 
149,992
 
 
225,992
 
Andrew S. Ogawa(4)
 
50,056
 
 
169,493
 
 
219,549
 
David G. Remington
 
118,355
 
 
191,617
 
 
309,972
 
Gary M. Sawka
 
96,833
 
 
149,992
 
 
246,825
 
John H. Williford(4)
 
65,917
 
 
169,493
 
 
235,410
 
(1)These amounts reflect the aggregate grant date fair value for restricted stock awards and stock options computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of any estimated forfeitures. For information on the method and assumptions used to calculate the compensation costs, see Note 9 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018. As of December 31, 2018, the aggregate number of shares underlying outstanding restricted stock and option awards for each non-employee director was: Mr. Dennis—60,000 shares; Ms. Jackson—7,789 shares; Mr. Nishibori—6,216 shares; Mr. Ogawa—7,123 shares; Mr. Remington—56,861 shares; Mr. Sawka—96,216 shares; and Mr. Williford—7,123 shares.
(2)Mr. Dennis announced his retirement from the Board on April 2, 2018, effective as of the 2018 Annual Meeting of Stockholders.
(3)Ms. Jackson was appointed to the Board in February 2018.
(4)Mr. Ogawa and Mr. Williford were appointed to the Board in April 2018.

Other Director Compensation. All directors are reimbursed for reasonable and necessary travel, communications, and other out-of-pocket business expenses incurred in connection with their attendance at meetings, while on corporate business or for continuing education related to their board service. In addition, we indemnify our directors for liability they may incur for serving in that capacity to the maximum extent permitted under Delaware law. We also advance expenses to our directors in connection with this indemnification.

16 | 2019 PROXY STATEMENT |

MANAGEMENT

The following table sets forth certain information regarding our current executive officers who are responsible for overseeing the management of our business, and three key employees as of April 18, 2019. For biographical information about Victor M. Garcia, who is also a member of our Board, see “Proposal No. 1—Election of Directors.”

Name
Age
Position
Executive Officers:
 
 
Victor M. Garcia
51
President, Chief Executive Officer and Director
Timothy B. Page
66
Chief Financial Officer
Daniel J. Hallahan
63
Senior Vice President, Global Marketing
Camille G. Cutino
60
Vice President, Operations and Human Resources
Key Employees:
 
 
Matthew Easton
46
Vice President, Information Technology
Steven J. Garcia
55
Vice President, Legal Affairs
David B. Morris
52
Vice President, Finance and Corporate Controller

Executive Officers

Timothy B. Page has served as our Chief Financial Officer since May 2011. From 2008 to 2011, Mr. Page was Chief Financial Officer of Port Logistics Group, Inc., a logistics services company. From 2004 until 2008, Mr. Page was the Chief Financial Officer of Quality Distribution, Inc., a Nasdaq-listed bulk chemical transportation company, with over 100 locations in the U.S., Mexico and Canada. From 2001 to 2004, Mr. Page was the Chief Financial Officer of Perry Ellis International, Inc., a Nasdaq-listed global apparel company. Mr. Page holds a B.S. in Psychology from the University of Wisconsin-Milwaukee and an M.B.A. from the University of Wisconsin-Milwaukee.

Daniel J. Hallahan has served as our Senior Vice President, Global Marketing since February 2010. Mr. Hallahan previously served as our Vice President, Marketing in Europe from July 1992 to February 2010. Prior to joining CAI, Mr. Hallahan served as Director of Marketing of Amphibious Container Leasing and Itel Containers International Corporation.

Camille G. Cutino has served as our Vice President, Operations and Human Resources since October 2011. She previously served as our Vice President, Operations from January 2000 through September 2011, and as our Director of Operations from July 1992 through December 1999. She consulted with our Company from May 1991 through June 1992. Prior to joining CAI, she was the director of operations at Itel Containers International, Inc., a lessor of cargo containers for use exclusively in international shipping, where she served from 1980 through 1991. She holds a B.S. from San Francisco State University.

Key Employees

Matthew Easton has served as our Vice President of Information Technology since August 2010. From 2000 through 2010, Mr. Easton served as our Information Technology Manager. Prior to joining CAI, Mr. Easton was an Analysis Manager for California major accounts at AT&T Inc. (formerly, SBC Communications Inc.), a telephone communications company. Mr. Easton holds a B.A. from the University of California at Berkeley.

Steven J. Garcia joined our company in January 2013 as our Vice President, Legal Affairs. Prior to joining us, Mr. Garcia served as Senior Regional Counsel for International Business Machines Corporation (“IBM”) from January 2000 to January 2013, where he managed the overall legal support of IBM’s sales and distribution operations for half of the United States. Previously, from 1991 to 1998, Mr. Garcia served as corporate counsel for Chevron Corporation, a petroleum and chemicals company. In addition, Mr. Garcia’s previous experience includes service as a litigator in private legal practice for a major U.S. law firm. Mr. Garcia holds a B.A. in Political Science from the University of California at Berkeley and he earned his law degree from the University of California at Berkeley’s School of Law.

David B. Morris has served as our Vice President, Finance and Corporate Controller since May 2011. From 2008 to 2011, Mr. Morris served as Senior Director, Finance, and prior to that as Director, SEC Reporting, of Celera Corporation, a Nasdaq-listed healthcare company. Previously, Mr. Morris was a Senior Audit Manager at KPMG LLP with a focus on public companies. Mr. Morris received a Bachelor of Engineering from the University of Bristol, U.K. in 1988. Mr. Morris is a U.K. Chartered Accountant and a California-licensed Certified Public Accountant.

| 2019 PROXY STATEMENT | 17

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2018 compensation of our named executive officers. For 2018, our named executive officers were as follows:

Victor M. Garcia
President and Chief Executive Officer
Timothy B. Page
Chief Financial Officer
Daniel J. Hallahan
Senior Vice President, Global Marketing
Camille G. Cutino
Vice President, Operations and Human Resources

Objectives of Our Compensation Programs

The Board and the Compensation Committee believe that compensation for our named executive officers should be tied to corporate performance, individual performance and other key factors in the success of our business. The primary objectives of our executive compensation program are as follows:

Management Development and Continuity. Provide competitive compensation packages that enable us to attract and retain talented executives to develop, grow and manage our business;
Pay-for-Performance. Align executive officer compensation with the achievement of our short- and long-term corporate strategies and business objectives and with the long-term interests of our stockholders; and
Long-Term Focus on Stockholder Value. Align executive compensation with stockholder value creation by delivering a portion of our executive officers’ compensation in the form of equity-based awards that vest over multiple years.

To achieve these objectives, our executive compensation program ties a portion of each named executive officer’s overall compensation to key corporate financial goals and to individual goals, either on a subjective or objective basis.

2018 Compensation Program Changes

For 2018, the Compensation Committee and the Board made changes to our executive compensation program to better align compensation with the performance of our company and increasing stockholder value:

Annual Cash Incentives. Historically, the annual cash incentive bonuses for our executive officers (except for Mr. Garcia) was based on a subjective review of individual performance. To be more consistent with our pay-for-performance philosophy, the annual cash incentive bonuses for all of our executive officers was changed to pay a majority of the bonus based on the achievement of key corporate financial measures, and the remainder on the basis of individual objectives aligned with creating shareholder value.
Long-Term Equity Incentives. Historically we granted equity awards that vested solely upon the passage of time. For 2018, our long-term equity incentive (“LTI”) program was amended to provide that 50% of equity compensation is earned based on the achievement of key corporate financial measures.

The Compensation Committee and the Board believe that these changes better align our executive compensation with the interests of our stockholders.

Say-on-Pay Vote

At our annual meeting of stockholders in June 2018, we held an advisory vote to approve the compensation of our named executive officers (“Say-On-Pay”). The compensation of our named executive officers reported in our 2018 proxy statement was approved by approximately 96% of the votes cast at the 2018 Annual Meeting of Stockholders. The Compensation Committee believes this affirms our stockholders’ support of our approach to executive compensation. The Compensation Committee has considered and will continue to consider the outcome of our Say-On-Pay votes when making future compensation decisions for our named executive officers.

18 | 2019 PROXY STATEMENT |

Highlights of Compensation Practices

Things We Do:
Independent Compensation Committee. The Compensation Committee, comprised solely of independent directors, recommends all compensation for our named executive officers.
   
 
Independent compensation consultant. The Compensation Committee retains an independent compensation consultant.
   
 
Assessment of compensation risk. The Compensation Committee assessed our compensation policies and programs and determined that our compensation policies and programs are unlikely to give rise to risks reasonably likely to have a material adverse effect on the Company.
   
 
Performance-based pay. The Compensation Committee focuses on paying our executives for their performance.
   
 
Annual say-on-pay vote. We hold annual advisory say-on-pay votes to approve executive compensation and in 2018 received support of 96% on such proposal.

Things We Don’t Do:
No excise tax gross-ups. We do not provide our management with “excise tax gross-ups” in the event of a change in control.
   
 
Ban on pledging. We do not allow our management or directors to pledge our stock to secure loans or other obligations.
   
 
No excessive executive benefit programs. We do not provide our management with pensions or any other enhanced benefit programs.
   
 
No repricings. Our equity plans do not allow repricing of stock option or stock appreciation rights without stockholder approval.
   
 
No excessive perquisites. Our management receives minimal perquisites.
   
 
   
 
   
 
   
 
   
 
   
 
   
 

How We Set Compensation

We have compensation programs for our named executive officers that are designed to offer compensation that is competitive with compensation offered by competitors and companies of similar size and complexity within the intermodal container and similar industries.

Role of the Compensation Committee

The Compensation Committee, in consultation with Mr. Garcia, our President and Chief Executive Officer, develops recommendations for the compensation of our executive officers and submits the same to our Board for its review and approval. The Compensation Committee considers, among other things, the recommendations of Mr. Garcia, company and individual performance factors, peer group data and recommendations from Pearl Meyer, the Compensation Committee’s independent compensation consultant, and all decisions regarding the compensation of our executive officers are made solely by the Board upon recommendation of the Compensation Committee. The Board and Compensation Committee may also delegate certain compensation decisions to a sub-committee of the Board.

The Compensation Committee consistently has sought to provide compensation packages to our executive officers that are fair and competitive. The compensation for Mr. Garcia, Mr. Page and Mr. Hallahan is also set pursuant to individual employment agreements entered into with each of them. In general, the overall compensation for our named executive officers is comprised of a mix of base salary, annual cash incentive bonuses and long-term, equity-based compensation pursuant to our existing equity compensation plan.

The Compensation Committee, through the analysis provided by Pearl Meyer, historically uses peer company data to guide its review of the total compensation of our executive officers and generally reviews the compensation data for our peer companies and industry to understand market competitive compensation. The Compensation Committee focuses on ensuring that the elements of our executive compensation program are consistent with peer and industry trends. While the peer group data presented may identify a certain percentile of executive compensation, the Compensation Committee does not target compensation to any specific percentile or range with regard to any specific element of compensation or total compensation.

| 2019 PROXY STATEMENT | 19

Role of Management

As described above, the Compensation Committee develops recommendations regarding executive officer compensation in consultation with Mr. Garcia. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Garcia with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee with perspective into the performance of our executive officers in light of our business objectives and other factors that lead to the success of our business.

No other executive officer participates in the determination of executive officer compensation, and Mr. Garcia does not make recommendations or participate in the determination of his own compensation.

Role of Compensation Consultant

The Compensation Committee engages an independent compensation consultant to assist it by providing information, analyses, and other advice relating to our executive compensation program, and retained Pearl Meyer to serve as its independent executive compensation consultant in 2018. In 2018, Pearl Meyer:

Assisted with the redesign of our 2018 annual cash incentive bonus and long-term incentive program, including design of the performance-based restricted stock units;
Conducted the 2018 executive compensation analysis, comparing our executive compensation programs and levels to a combination of peer group and compensation survey information; and
Attended Compensation Committee meetings and advised the Compensation Committee between meetings as requested.

Pearl Meyer reports directly to the Compensation Committee, and while Pearl Meyer advises on executive compensation matters, the Compensation Committee makes all of the decisions and recommendations regarding the compensation of our executive officers.

The peer group used in our 2018 executive compensation analysis was selected from among publicly traded companies who operate in the leasing industry with comparable revenue and market value. The Compensation Committee believes these companies are broadly comparable to us, and represent our labor market for talent for key leadership positions. The selected 2018 peer group consisted of:

2018 Peer Group
Air Transport Services Group, Inc.
McGrath Rentcorp
Aircastle LTD
Mobile Mini, Inc.
Echo Global Logistics, Inc.
Radiant Logistics, Inc.
GATX Corporation
Triton International Limited
General Finance Corporation
Willis Lease Finance Corp.
Marlin Business Services Corp.
 

Textainer Group Holdings, Ltd. was removed from our peer group in 2018 due to lack of publicly available compensation information since it is a foreign issuer. GATX Corporation was added to the peer group in 2018 as it is an equipment leasing company with a similar scope of business.

In addition to the peer group data, three compensation surveys were utilized in Pearl Meyer’s 2018 report, and comparisons to survey benchmark positions were based on companies of a similar size as our company.

20 | 2019 PROXY STATEMENT |

Elements of 2018 Compensation

Our compensation program is made up of the following direct compensation elements:

Element
Fixed or
Variable
Purpose
Base Salary
Fixed
To attract and retain executives by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience.
Annual Cash Incentive
Variable
To motivate and reward for the achievement of our annual financial and/or operating performance goals.
Equity Awards
Variable
To align executives’ interests with the interests of stockholders through equity-based compensation with performance-based and time-based vesting periods, and to promote the long-term retention of our executives and key management personnel.

As further described below, for 2018, the Compensation Committee and the Board made changes to our executive compensation program to better align their compensation with the performance of our company and increasing stockholder value.

Base Salary

The Compensation Committee reviewed named executive officer base salaries in the second quarter of 2018 to ensure that they generally were competitive with market levels and generally reflected our level of financial performance during the previous year. The Compensation Committee generally sets the base salary of each of our named executive officers at a level it believes compensates these individuals adequately for the work they are expected to perform in their respective positions, and the Compensation Committee may also consider the base salaries paid to similarly-positioned executives by peer organizations, individual performance of each of our named executive officers and overall company performance. For 2018, the Compensation Committee determined that the base salaries of our named executive officers were generally competitive with market levels and our peer companies (except for Mr. Garcia). In light of our corporate performance in 2017 and 2018, the Compensation Committee and the Board approved slight increases to base salaries for most of our named executive officers, with a larger increase in base salary for Mr. Garcia to bring his base salary more in alignment with compensation of the principal executive officer of peer companies in our industry. The base salaries for each of our named executive officers during 2018 are shown in the following table:

 
Annual Base Salary
 
Name
July 1, 2017 – June 30, 2018
July 1, 2018 – June 30, 2019
Percentage Increase/(Decrease)
Victor M. Garcia
$
638,988
(1) 
$
725,000
 
 
13
%
Timothy B. Page
$
421,921
 
$
435,000
 
 
3
%
Daniel J. Hallahan
$
355,138
 
$
369,380
 
 
4
% (2)
Camille G. Cutino
$
273,051
 
$
281,242
 
 
3
%
(1)Effective January 1, 2018, Mr. Garcia’s base salary was increased to $700,000.
(2)Mr. Hallahan received a 10% increase in his annual salary when measured in his local currency.

Annual Cash Incentive Bonuses

The Compensation Committee believes that annual cash incentive bonuses awarded to our named executive officers for meeting or exceeding company performance goals and individual achievement goals provide our executive officers additional incentive to perform, increase stockholder value and ensure that we attract and retain talented named executive officers. The Compensation Committee and the Board reviews objective and subjective performance criteria when determining the annual incentive bonuses to be awarded to our named executive officers.

Consistent with our pay-for-performance philosophy, for 2018, the Compensation Committee set our annual cash incentive bonuses for all of our executive officers based on the achievement of company performance objectives, which were established by the Compensation Committee in its discretion.

| 2019 PROXY STATEMENT | 21

The Compensation Committee established the following 2018 target annual incentive amounts for each of our named executive officers under our 2018 annual cash incentive program (the “2018 Bonus Plan”):

Named Executive Officer
Base Salary
Target Bonus as a
Percentage of Salary
Target Bonus
Victor M. Garcia
$
725,000
 
 
100
%
$
725,000
 
Timothy B. Page
$
435,000
 
 
50
%
$
217,500
 
Daniel J. Hallahan
$
369,380
 
 
60
%
$
221,628
 
Camille G. Cutino
$
281,242
 
 
40
%
$
112,497
 

In setting the 2018 target bonus amounts for each of our named executive officers, the Compensation Committee considered the following factors: (i) organizational level and expected impact on our annual operating results; (ii) the scope, level of expertise and experience required for the named executive officer’s position; and (iii) competitive levels of target annual incentive opportunity. Participants under the 2018 Bonus Plan were eligible to receive between 0% and 200% of each participant’s respective target bonus based on actual performance as discussed below.

Actual bonus amounts earned for 2018 were based on the level of achievement of consolidated pre-tax income (for Mr. Garcia, Mr. Page and Ms. Cutino) and container pre-tax income (for Mr. Hallahan), in each case versus a target established by the Compensation Committee at the beginning of the year, with a 70% weighting of each executive officers’ target bonus. Each executive officer’s individual performance was also evaluated against company and individual performance goals (30% weighting). Company performance goals associated with the individual performance evaluation included achievement of certain key strategic initiatives and performance in such executive officers’ area of responsibility, along with a subjective review of each executive officer’s job performance, as well as each person’s anticipated responsibilities and potential contributions to growth in stockholder value.

The following outlines the payout methodology in connection with the achievement our company financial performance measures under the 2018 Bonus Plan:

Payout Methodology - Consolidated Pre-Tax Income or Container Pre-Tax Income (70% Weighting)
Payout Based on Level of Achievement vs. 2018 Budget:
Percentage Payout:
Less than 70% budget attainment
0%
70% up to less than 75% budget attainment
25%
75% up to less than 80% budget attainment
50%
80% to 200% budget attainment
Payout percentage of weighted target bonus in same percentage of budget attainment

The table below sets forth the calculation of the 2018 bonus payouts with respect to the objective company performance goals:

Performance Factor
2018 Target
2018 Actual
2018 Actual as a
Percentage of Target
Weighting
Bonus
Payout vs.
Target
Consolidated Pre-Tax Income
$66.8 million
$81.5 million
 
121.9
%
 
70
%
 
121.9
%
Container Pre-Tax Income
$69.4 million
$88.0 million
 
126.8
%
 
70
%
 
126.8
%

In light of our performance in 2018 and an evaluation of each named executive officer’s individual performance, we paid the following annual bonus amounts under the 2018 Bonus Plan:

Named Executive Officer
Target Bonus
Company
Performance Bonus
(70% Weighing)
Individual
Performance Bonus
(30% Weighing)
Total Actual
Bonus Award
Actual
Bonus Award as
a Percentage of Target
Victor M. Garcia
$
725,000
 
$
619,051
 
$
244,688
 
$
863,739
 
 
119.1
%
Timothy B. Page
$
217,500
 
$
185,715
 
$
65,250
 
$
250,965
 
 
115.4
%
Daniel J. Hallahan
$
221,628
 
$
196,754
 
$
73,137
 
$
269,891
 
 
121.8
%
Camille G. Cutino
$
112,497
 
$
96,057
 
$
35,858
 
$
131,915
 
 
117.3
%

22 | 2019 PROXY STATEMENT |

Long-Term Equity Incentive Program

We use our LTI program to provide variable compensation in the form of equity that rewards executives when we achieve long-term results that align with stockholders’ interests. The Compensation Committee historically granted equity awards that vested solely upon the passage of time. However, for 2018, the Compensation Committee altered its approach by granting equity awards in two 50% portions: one with time-vesting and market determined stock value, and the other with initial value and vesting determined by achievement of key financial performance measures, and thereafter by market determined stock value.

Under our LTI program, we generally grant our executive officers two types of awards: performance-based restricted stock units and time-based restricted stock units. Each restricted stock unit represents the contingent right to receive one share of our common stock upon vesting and settlement of the restricted stock unit. Based on a review of market data and recommendation from our independent compensation consultant, each executive officer is awarded an aggregate LTI value, which is allocated among the two types of awards. For 2018, the mix of awards (see table below) was determined to provide the appropriate balance of performance- and time-based compensation to support our long-term strategy. This mix of awards is designed to tie executive compensation to balance performance focus with retention value, and mitigate the risk of over-focus on a single metric.

Award Type
2018
Allocation
Percentage
2018 Alignment to Stockholder Interests
Performance-Based Restricted Stock Units
50%
Payout depends on our performance at the end of a three-year performance period if specified pre-determined performance metrics are met. The value of the earned award also depends on our stock price at the end of the performance period.
Time-Based Restricted Stock Units
50%
Value of award depends on our stock price at the time of the vesting

The equity awards granted to our named executive officers in 2018 were as follows:

Name
Time-Based Restricted Stock Units
Awards: Number of Units (#)
Performance-Based Restricted Stock
Units Awards: Number of Units
Awarded at Target (#)
Victor M. Garcia
 
15,982
 
 
15,982
 
Timothy B. Page
 
4,816
 
 
4,816
 
Daniel J. Hallahan
 
4,672
 
 
4,672
 
Camille G. Cutino
 
2,494
 
 
2,494
 

The key components of our LTI program are summarized below:

2018 Performance-Based Restricted Stock Unit Award. The performance-based restricted stock units are designed to reward for achievement of key financial performance measures over a three-year performance period. The program is structured to align both near-term progress and a long-term focus by establishing an opportunity at the end of a three-year cycle to vest in the award based on actual performance.

The Compensation Committee selected the following performance-based metrics applicable to our executive officers, which the Compensation Committee believes align our executive compensation to company financial performance.

Performance Measure
Applicable Executive Officer
Consolidated Operating Income(1)
Victor Garcia, Timothy Page, Camille Cutino
Container Operating Income(1)
Daniel Hallahan
(1)Operating income may be adjusted during the performance period for effects to changes in depreciation and non-operational charges.

At the end of the three-year performance period, our executive officers may earn from 0% to 200% of the target number of performance-based restricted stock units based on the level of achievement for the applicable performance measure cumulatively over the three-year performance period. At maximum performance, these

| 2019 PROXY STATEMENT | 23

awards vest at 200% of the target value for each performance measure, and no awards are vested if performance falls below the established threshold for such measure. Linear interpolation is used to determine the number of units vesting for performance achievement between threshold and target and target and maximum levels.

2018 Time-Based Restricted Stock Unit Award. Our time-based restricted stock unit awards are designed to significantly strengthen the retention value of our LTI program by providing a full value component to balance our performance-based awards. The time-based restricted stock units vests ratably over a four-year period, subject to continued employment with our company.

Severance and Change in Control Payments

We have entered into written agreements with Mr. Garcia, Mr. Page and Mr. Hallahan pursuant to which they are entitled to receive severance benefits in the event their employment is terminated by us other than for cause, by the executive for good reason, or as a result of death or disability. We provide these benefits to attract and retain qualified executive officers who could obtain similar positions at other companies. These potential payments are discussed further under “Potential Post-Employment or Change in Control Payments” below.

Other Benefits

Our named executive officers are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, disability and our 401(k) plan, in each case on the same basis as other employees. In addition, we pay for additional life insurance policies for certain of our named executive officers. All of these other benefits are included as part of the benefits package to retain highly qualified executives. We also provide vacation and other paid holidays to all employees, including our executive officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement relating to our 2019 Annual Meeting of Stockholders.

 
Compensation Committee Report Submitted By:
   
 
 
Kathryn G. Jackson
 
David G. Remington
 
Gary M. Sawka
 
John H. Williford

24 | 2019 PROXY STATEMENT |

2018 Summary Compensation Table

The following table provides information concerning the compensation of our named executive officers for the years ended December 31, 2018, 2017 and 2016, as applicable.

Name and Principal Position
Year
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Victor M. Garcia
2018
 
712,500
 
 
 
 
700,012
 
 
 
 
863,739
 
 
47,046
 
 
2,323,297
 
President and Chief Executive Officer
2017
 
626,700
 
 
 
 
 
 
481,662
 
 
894,584
 
 
35,464
 
 
2,038,410
 
2016
 
608,389
 
 
225,000
 
 
 
 
196,780
 
 
 
 
41,633
 
 
1,071,802
 
Timothy B. Page
2018
 
428,460
 
 
 
 
210,941
 
 
 
 
250,965
 
 
51,372
 
 
941,738
 
Chief Financial Officer
2017
 
415,776
 
 
337,537
 
 
 
 
157,635
 
 
 
 
48,994
 
 
959,942
 
2016
 
405,616
 
 
75,000
 
 
 
 
64,401
 
 
 
 
48,749
 
 
593,766
 
Daniel J. Hallahan
2018
 
362,259
 
 
 
 
204,634
 
 
 
 
269,891
 
 
42,321
 
 
879,105
 
Senior Vice President, Global Marketing
2017
 
337,020
 
 
355,138
 
 
 
 
201,422
 
 
 
 
38,813
 
 
932,393
 
2016
 
344,888
 
 
60,000
 
 
 
 
64,401
 
 
 
 
39,404
 
 
508,693
 
Camille G. Cutino
2018
 
277,146
 
 
 
 
109,237
 
 
 
 
131,915
 
 
32,774
 
 
551,072
 
Vice President, Operations and Human Resources
2017
 
269,075
 
 
150,000
 
 
47,670
 
 
52,545
 
 
 
 
36,908
 
 
556,198
 
2016
 
262,499
 
 
50,000
 
 
23,610
 
 
21,467
 
 
 
 
37,421
 
 
394,997
 
(1)These amounts reflect the base salary earned for services during the year ended December 31, 2018. Base salary changes are effective on July 1st of each fiscal year.
(2)These amounts reflect the aggregate grant date fair value for restricted stock awards and stock options computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. For information on the method and assumptions used to calculate the compensation costs, see Note 9 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018. The aggregate grant date fair value of stock awards, which are comprised of time-vested restricted stock units and performance-based restricted stock units, includes the grant date fair value for the performance-based restricted stock units calculated based on the target number of shares. For 2018, the total aggregate grant date fair value of stock awards, including the time-vested restricted stock units and the performance-based restricted stock units assuming the achievement of highest level of performance, would be as follows: $1,050,018 for Mr. Garcia, $316,410 for Mr. Page, $306,951 for Mr. Hallahan, and $163,857 for Ms. Cutino.
(3)Represents amounts earned by our named executive officers under our annual cash incentive program. See “Annual Cash Incentive Bonuses” above for additional information on the amounts earned in 2018.
(4)All other compensation for 2018 consisted of the following for each of our named executive officers:
Name
Health
Insurance
($)
Life and
Disability
Insurance
($)
Retirement Plan
Matching
Contributions
($)
Car Allowance
and/or Parking
($)
Total All Other
Compensation
($)
Victor M. Garcia
 
14,557
 
 
3,014
 
 
11,000
 
 
18,475
 
 
47,046
 
Timothy B. Page
 
24,482
 
 
9,865
 
 
11,000
 
 
6,025
 
 
51,372
 
Daniel J. Hallahan
 
10,816
 
 
 
 
16,795
 
 
14,710
 
 
42,321
 
Camille G. Cutino
 
15,966
 
 
3,624
 
 
10,867
 
 
2,317
 
 
32,774
 

| 2019 PROXY STATEMENT | 25

2018 Grants of Plan-Based Awards Table

The following table provides information regarding grants of plan-based awards for each of our named executive officers for 2018.

 
Award Description
Grant
Date
   
   
   
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
   
   
   
Estimated Future Payouts Under
Equity Incentive Plan Awards(1)
All Other
Stock
Awards:
Number of
Shares of
Stock
or Units (#)
Grant Date
Fair Value
of Stock
Awards ($)(2)
Name
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Victor M. Garcia
Restricted Stock Units
 
2/16/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,982
 
 
350,006
 
 
Performance Units
 
2/16/2018
 
 
 
 
 
 
 
 
7,991
 
 
15,982
 
 
31,964
 
 
 
 
350,006
 
 
Annual Cash Incentive
 
 
 
 
 
 
725,000
 
 
1,450,000
 
 
 
 
 
 
 
 
 
 
 
Timothy B. Page
Restricted Stock Units
 
2/16/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,816
 
 
105,470
 
 
Performance Units
 
2/16/2018
 
 
 
 
 
 
 
 
2,408
 
 
4,816
 
 
9,632
 
 
 
 
105,470
 
 
Annual Cash Incentive
 
 
 
 
 
 
217,500
 
 
435,000
 
 
 
 
 
 
 
 
 
 
 
Daniel J. Hallahan
Restricted Stock Units
 
2/16/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,672
 
 
102,317
 
 
Performance Units
 
2/16/2018
 
 
 
 
 
 
 
 
2,336
 
 
4,672
 
 
9,344
 
 
 
 
102,317
 
 
Annual Cash Incentive
 
 
 
 
 
 
221,628
 
 
443,256
 
 
 
 
 
 
 
 
 
 
 
Camille G. Cutino
Restricted Stock Units
 
2/16/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,494
 
 
54,619
 
 
Performance Units
 
2/16/2018
 
 
 
 
 
 
 
 
1,247
 
 
2,494
 
 
4,988
 
 
 
 
54,619
 
 
Annual Cash Incentive
 
 
 
 
 
 
112,497
 
 
224,994
 
 
 
 
 
 
 
 
 
 
 
(1)Represents the performance-based restricted stock units granted by the Compensation Committee in 2018. See “Long-Term Equity Incentive Program” above.
(2)These amounts reflect the aggregate grant date fair value of grants computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. For information on the method and assumptions used to calculate the compensation costs, see Note 9 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018.

Employment Agreements

Victor M. Garcia. Mr. Garcia became our President and Chief Executive Officer in June 2011. Mr. Garcia previously served as our Senior Vice President and Chief Operating Officer from September 2010 to June 2011. On May 22, 2017, we entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr. Garcia, effective as of May 1, 2017. The Employment Agreement replaces the Amended and Restated Employment Agreement entered into with Mr. Garcia in April 2011. Unless Mr. Garcia’s employment is terminated before expiration, the Employment Agreement will remain in effect until May 1, 2020, subject to automatic renewal for an additional 36 months if not terminated by either party in writing at least 90 days prior to the end of the applicable term of the Employment Agreement.

The Employment Agreement provided for an initial annual base salary and target annual bonus amount, subject to annual adjustment by the Board. In addition, Mr. Garcia is eligible to receive equity awards from the Company, subject to the discretion of the Board. Pursuant to the Employment Agreement, any unvested equity awards granted to Mr. Garcia will automatically become fully vested and exercisable upon the occurrence of a “Change in Control” (as defined in the Employment Agreement).

Mr. Garcia is further entitled to certain benefits upon his termination by us without cause, for death, disability or by Mr. Garcia for “good reason” or in connection with a change in control as further described below.

Timothy B. Page. Mr. Page became our Chief Financial Officer in May 2011. We initially entered into an employment agreement with Mr. Page effective mid-May 2011 in connection with his appointment as our Chief Financial Officer. On August 20, 2013, we entered into a new employment agreement with Mr. Page with a term extending to August 19, 2016. The agreement automatically renewed for another three-year period. Pursuant to this employment agreement, Mr. Page’s annual base salary is eligible for annual increases at the discretion of the Board. Mr. Page is further entitled to certain benefits upon his termination by us without cause, for death, disability or by Mr. Page for “good reason” or in connection with a change in control as further described below.

26 | 2019 PROXY STATEMENT |

   

Daniel J. Hallahan. Mr. Hallahan has served as our Senior Vice President, Global Marketing since February 2010. On August 20, 2013, we entered into an employment agreement with Mr. Hallahan. The agreement provides that Mr. Hallahan’s employment will continue unless and until either the Company or Mr. Hallahan provides twelve months’ advance written notice of intent to terminate the agreement. Pursuant to this employment agreement, Mr. Hallahan’s annual base salary is eligible for annual increases at the discretion of the Board. Mr. Hallahan is also eligible to receive, among other things, an annual bonus subject to a discretionary determination by the Company, a car allowance and other benefits typically given to executive officers of the Company. Mr. Hallahan is further entitled to certain benefits upon his termination by us in connection with a change in control as further described below.

2018 Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information regarding the number and estimated value of outstanding stock options and restricted stock awards held by each of our named executive officers as of December 31, 2018.

 
 
Option Awards
Stock Awards
Name
Grant Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of Shares
or Units of
Stock That
Have Not
Vested
(#)
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)
Victor M. Garcia
6/5/2009
 
11,357
 
 
 
 
5.60
 
 
6/4/2019
 
 
 
 
 
 
 
 
 
 
4/29/2011
 
12,561
 
 
 
 
25.16
 
 
4/28/2021
 
 
 
 
 
 
 
 
 
 
6/12/2012
 
5,250
 
 
 
 
17.77
 
 
6/11/2022
 
 
 
 
 
 
 
 
 
 
6/14/2013
 
13,800
 
 
 
 
26.41
 
 
6/13/2023
 
 
 
 
 
 
 
 
 
 
6/12/2014
 
55,000
 
 
 
 
22.09
 
 
6/11/2024
 
 
 
 
 
 
 
 
 
 
6/5/2015
 
48,125
 
 
6,875
(2) 
 
21.89
 
 
6/4/2025
 
 
 
 
 
 
 
 
 
 
6/3/2016
 
34,315
 
 
20,625
(2) 
 
7.87
 
 
6/2/2026
 
 
 
 
 
 
 
 
 
 
2/16/2017
 
25,208
 
 
29,792
(2) 
 
15.89
 
 
2/15/2027
 
 
 
 
 
 
 
 
 
 
2/16/2018
 
 
 
 
 
 
 
 
 
15,982
(3) 
 
371,262
 
 
 
 
 
 
2/16/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
15,982
(4) 
 
371,262
 
Timothy B. Page
6/12/2014
 
3,000
 
 
 
 
22.09
 
 
6/11/2024
 
 
 
 
 
 
 
 
 
 
6/5/2015
 
5,250
 
 
2,250
(2) 
 
21.89
 
 
6/4/2025
 
 
 
 
 
 
 
 
 
 
6/3/2016
 
5,250
 
 
6,750
(2) 
 
7.87
 
 
6/2/2026
 
 
 
 
 
 
 
 
 
 
2/16/2017
 
4,875
 
 
12,458
(2) 
 
15.89
 
 
2/15/2027
 
 
 
 
 
 
 
 
 
 
2/16/2018
 
 
 
 
 
 
 
 
 
4,816
(3) 
 
111,876
 
 
 
 
 
 
2/16/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
4,816
(4) 
 
111,876
 
Daniel J. Hallahan
6/12/2014
 
1,605
 
 
 
 
22.09
 
 
6/11/2024
 
 
 
 
 
 
 
 
 
 
6/5/2015
 
4,875
 
 
2,250
(2) 
 
21.89
 
 
6/4/2025
 
 
 
 
 
 
 
 
 
 
6/3/2016
 
4,875
 
 
6,750
(2) 
 
7.87
 
 
6/2/2026