DEF 14A 1 nc10023146x1_def14a.htm DEF 14A

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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Filed by a Party other than the Registrant ☐

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to § 240.14a-12

CAI INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CAI INTERNATIONAL, INC.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of CAI International, Inc.:

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of CAI International, Inc. will be held on Friday, June 4, 2021, at 10:00 a.m. (Pacific Time). The Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders, and other stakeholders. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/CAI2021, where you will be able listen to the Annual Meeting live, submit questions, and vote.

If you plan to attend the Annual Meeting online, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. (Pacific Time). Online check-in will begin at 9:45 a.m. (Pacific Time) and you should allow ample time for the online check-in procedures.

Items of Business

1.	Election of two Class II directors nominated by the Board of Directors to serve until the 2024 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, 2021.

3.	An advisory vote to approve the compensation of our named executive officers.

4.	Consider any other business that may properly come before the Annual Meeting.

Record Date

Only stockholders of record at the close of business on April 8, 2021 are entitled to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting. As of that date, there were 17,304,111 shares of common stock outstanding.

Voting

As stockholders of our company, your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet prior to the Annual Meeting, 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 online may withdraw their proxy and vote online at the Annual Meeting 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 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2021. Our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available at www.proxyvote.com.

			By Order of the Board of Directors,

			Timothy B. Page
			Interim President and Chief Executive Officer

San Francisco, California

April 21, 2021

CAI INTERNATIONAL, INC.

Steuart Tower, 1 Market Plaza, Suite 2400

San Francisco, CA 94105

(415) 788-0100

2021 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 Board’s solicitation of proxies for our 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place at 10:00 a.m. local time on Friday, June 4, 2021, online at www.virtualshareholdermeeting.com/CAI2021, or at any postponement or adjournment thereof. The Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders, and other stakeholders. You will be able to attend and participate in the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/CAI2021, where you will be able listen to the Annual Meeting live, submit questions, and vote. As a stockholder, you are invited to attend the Annual Meeting and are entitled, and requested 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 21, 2021.

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on April 8, 2021. If you plan to attend the Annual Meeting online, you will need the 16-digit control number included in your Notice of Internet Availability, on your proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. (Pacific Time). Online check-in will begin at 9:45 a.m. (Pacific Time), and you should allow ample time for the online check-in procedures.

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 2019, and certain other required information.

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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 two Class II directors nominated by the Board to serve until the 2024 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 our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2); and

3.	an advisory vote to approve the compensation of our named executive officers (Proposal No. 3).

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

What are our Board’s voting recommendations?

Our Board recommends that you vote your shares as follows:

•	“FOR” the Class II director nominees to the Board (Proposal No. 1);

•	“FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2); and

•	“FOR” the advisory vote to approve the compensation of our named executive officers (Proposal No. 3).

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 8, 2021 (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 17,304,111 shares of our common stock issued and outstanding.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, trustee or other nominee to obtain your 16-digit control number or otherwise vote through the broker, trustee or other nominee. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date for the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. (Pacific Time). Online check-in will begin at 9:45 a.m. (Pacific Time), and you should allow ample time for the online check-in procedures.

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 prior to the Annual Meeting 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

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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 at the Annual Meeting without your 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials giving you the right to vote the shares at the Annual Meeting. If you are a beneficial owner who does not have a 16-digit control number, you may gain access to the Annual Meeting by logging into your brokerage firm’s website and selecting the shareholder communications mailbox to link through to 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?

This year’s Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CAI2021. If you were a stockholder as of the Record Date and you have your 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

•	To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

•	The Annual Meeting webcast will begin promptly at 10:00 a.m. (Pacific Time). We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin 9:45 a.m. (Pacific Time) and you should allow ample time for the check-in procedures.

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The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

•

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CAI2021. Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CAI2021 on the day of the Annual Meeting.

•

Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and therefore will not be answered.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, bank, trustee or other nominee to obtain your 16-digit control number or otherwise vote through the broker, bank, trustee or other nominee. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date for the Annual Meeting.

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.

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What if during the check-in time or during the annual meeting i have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

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 (“street name” holders) 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 (“street name” holders) may vote using any touch-tone telephone from within the United States by calling the number specified on the voting instruction 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 online at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/CAI2020. 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. You may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, as described in the “—How can I attend and vote my shares at the Annual Meeting?” section above.

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 (including by means of remote communication) 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. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is obtained.

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 and 3, 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 II 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, 2021, “FOR” the advisory vote to approve the compensation of our named executive officers, 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 and 3 requires the affirmative vote of a majority of the shares present in person (including by means of remote communication) or represented by proxy and entitled to vote on the matter 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 and 3.

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, 2021, is the only routine matter that a broker is permitted to vote on at the Annual Meeting. For Proposal Nos. 1 and 3, broker non-votes are generally not considered entitled to vote on these proposals 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, as applicable, unless such holders have provided contrary instructions. We will deliver promptly upon written or oral 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 2400, San Francisco, CA 94105, Fax: (415) 788-3430, or by telephone at (415) 788-0100.

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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 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.

Why hold a virtual meeting?

As part of our effort to maintain a safe and healthy environment for our directors, members of management, and stockholders who wish to attend the Annual Meeting, in light of the public health impact of the coronavirus outbreak (COVID-19), we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

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.

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PROPOSAL NO. 1 – ELECTION OF DIRECTORS

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

•	Class I Directors: Timothy B. Page and Gary M. Sawka, whose current terms will expire at the 2023 Annual Meeting of Stockholders;

•	Class II Directors: Kathryn G. Jackson and Andrew S. Ogawa, whose current terms will expire at this Annual Meeting; and

•	Class III Directors: David G. Remington and John H. Williford, whose current terms will expire at the 2022 Annual Meeting of Stockholders.

Kathryn G. Jackson and Andrew S. Ogawa have been nominated by the Board, upon recommendation of our Nominating and Corporate Governance Committee, for election as Class II directors at the Annual Meeting, to serve until the 2024 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 Ms. Jackson and Mr. Ogawa unless the stockholder indicates otherwise on the proxy. Ms. Jackson and Mr. Ogawa 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 II Directors Standing for Re-Election

Kathryn G. Jackson			Director since 2018

Ms. Jackson, age 65, 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 (“D’Accord”), 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.

Andrew S. Ogawa			Director since 2018

Mr. Ogawa, age 48, 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 CarIQ Inc. and GameOn Inc.

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Mr. Ogawa’s expertise in evaluating investment opportunities, international business development, transportation and procurement operations provide valuable insights to the Board.

Continuing Class I Directors

Timothy B. Page			Director since 2020

Mr. Page, age 68, has served as our Chief Financial Officer since May 2011, and also as our Executive Vice President, and Interim President and Chief Executive Officer since June 2020. Mr. Page was appointed as a member of our Board on June 14, 2020. 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. Mr. Page has been selected as a director because as our Chief Financial Officer since 2011, and also now currently our Interim President and Chief Executive Officer, he brings a unique insight on the management of the Company to the Board. In addition, with his financial expertise gained in his many years of service as a Chief Financial Officer of our Company and other publicly-traded companies, he also brings knowledge of the financial and operational facets of the Company to the Board.

Gary M. Sawka			Director since 2011

Mr. Sawka, age 74, previously served as our Interim Chief Financial Officer and Interim Senior Vice President, Finance, from September 2010 to June 2011. Prior to September 2010, he served as a member of our Board beginning in May 2007. 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. 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 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.

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Continuing Class III Directors

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 64, formerly 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 The University of California, 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.

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Board Diversity and Tenure

The Board and the Nominating and Corporate Governance Committee are committed to ensuring the Board functions effectively and with appropriate diversity and expertise, including representation of women and minorities. The Board believes a balance of director diversity and tenure can be a strategic asset to our Company. The range of our current Board’s tenure encompasses directors who have historical institutional knowledge of our Company and the competitive environment, complemented by newer directors with varied backgrounds and skills. It is of critical importance to our Company to recruit and nominate directors who help achieve the goal of a well-rounded, diverse Board that functions respectfully as a unit.

For our directors whose terms of office will continue after the Annual Meeting, the following charts represent current director tenure and diversity of the Board.

In addition, in recent years, the State of California has passed legislation requiring public companies with a principal executive office in the state to meet specific gender, ethnic/racial and sexual orientation diversity requirements on their board of directors (via California Senate Bill 826 (“SB 826”) and California Assembly Bill 979 (“AB 979”). SB 826 requires public companies headquartered in California to maintain minimum female representation on their boards of directors. AB 979 requires public companies headquartered in California to maintain minimum representation on their boards of directors from members of “underrepresented communities.” A director from an “underrepresented community” means a director who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native, gay, lesbian, bisexual or transgender. Under SB 826, the Company is required to have at least three female directors by December 31, 2021. To satisfy the requirements of AB 979, the Company is required to have at least one director from an underrepresented community by December 31, 2021 and two directors that meet this criteria by December 31, 2022. Based on the current composition of our Board, we will we need to add two female directors to the Board by December, 2021 to remain in compliance with SB 826. The Board and the Nominating and Corporate Governance Committee are actively engaged in the process of identifying diverse director candidates that further the diversity goals of our Company and meet the requirements of SB 826 and AB 979.

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE ELECTION OF THE CLASS II DIRECTOR NOMINEES TO THE BOARD.

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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. The information contained on, or accessible through, our website is not part of, or incorporated by reference in, this proxy statement.

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 2400, 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 Timothy B. Page, as an executive officer of the Company, 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. Page, is independent within the meaning of our director independence standards, which reflect 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 2400, 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 principal 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. Page serves as our principal executive officer (and as our principal financial officer and as a director). We believe that having a separate Chairman and principal 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. Page as our Interim President and Chief Executive Officer, as well as our long-time Chief Financial Officer, is the individual selected by the Board to manage us on a day-to-day basis, and his direct involvement in our

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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.

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. The Board and the Nominating and Corporate Governance Committee have actively evaluated candidates to fill the position of a permanent Chief Executive Officer, and in the normal course intend on conducting in person interviews when COVID-19 pandemic conditions allow.

Board Meetings and Executive Sessions

During 2020, the Board held 28 meetings. Each director attended at least 75% of the aggregate 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 2020, 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 2400, 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)
Gary M. Sawka
John H. Williford
Andrew S. Ogawa
Timothy B. Page

Chairperson

Member

Financial Expert

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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 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. Ogawa, 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 NYSE listing requirements applicable to audit committees. Each of Ms. Jackson, Mr. Ogawa, Mr. Remington, Mr. Sawka and Mr. Williford has accounting or related financial management expertise as required by the NYSE’s listing requirements, and each of Ms. Jackson, Mr. Remington, Mr. Sawka and Mr. Williford qualifies as an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, as promulgated by the SEC. During 2020, the Audit Committee held 8 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, subject to delegation of certain duties at times to other committees or subcommittees of the Board. 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. Ogawa, Mr. Remington, Mr. Sawka and Mr. Williford, qualify as “independent,” as such term is defined under NYSE listing requirements applicable to compensation committees. During 2020, the Compensation Committee held 10 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 2019, the Compensation Committee 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 and 2020 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

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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. The Board and the Nominating and Corporate Governance Committee have been actively evaluating candidates to fill the position of a permanent Chief Executive Officer, and in the normal course intend on conducting in person interviews when COVID-19 pandemic conditions allow.

All of the directors currently serving on our Nominating and Corporate Governance Committee, Ms. Jackson, Mr. Ogawa, Mr. Remington, Mr. Sawka and Mr. Williford, qualify as “independent,” as such term is defined under applicable NYSE listing requirements. During 2020, the Nominating and Corporate Governance Committee held 10 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. The Nominating and Corporate Governance Committee continually reviews Board composition and potential additions while striving to maintain and grow a diverse and broad skill set that complements the business.

Although the Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, to help ensure that the Board remains aware of, and responsive to, the needs and interests of our customers, stockholders, employees and other stakeholders, the Board believes it is important to identify otherwise qualified director candidates that would increase the gender, racial, ethnic and/or cultural diversity of the Board. Similarly, the Company believes that a Board made up of highly qualified individuals from diverse backgrounds is important to the long-term success of the business, in addition to promoting better corporate governance and performance and effective decision-making and strategic planning. Accordingly, when considering the nomination of new directors, the Nominating and Corporate Governance Committee is committed to including diversity as a factor that will be taken into consideration to ensure that the composition of the Board reflects a broad diversity of experience, profession, expertise, skill, and background, including gender, racial, ethnic and cultural diversity. The Nominating and Corporate Governance Committee does not assign a specific weight to the various factors it considers in evaluating potential new candidates to the Board, and no particular criteria is necessarily applicable to all prospective nominees. In the evaluation of potential new candidates, the Nominating and Corporate Governance Committee considers each candidate's qualifications in light of the then-current mix of Board attributes, including diversity. See “Proposal No. 1: Election of Directors—Board Diversity and Tenure” above for additional information.

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 2400, San Francisco, CA 94105, Fax: (415) 788-3430.

For a description of the process for nominating directors in accordance with our Bylaws, see “Stockholder Proposals and Director Nominations” set forth below.

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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.

Attendance of Directors at the 2020 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 2020 Annual Meeting of Stockholders.

Communications with 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 2400, San Francisco, CA 94105, Fax: (415) 788-3430. In general, all communications are relayed to the Board member(s) to whom such communications are directed. However, our Chairman of the Board reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials.

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ENVIRONMENTAL, SOCIAL AND OTHER GOVERNANCE MATTERS

CAI is committed to being a responsible corporate citizen and reporting on Environment, Social and Governance (ESG) information to understand how we are managing long-term risks to the company as well as the benefits CAI produces for society. Our products and services are integral to global commerce and transportation, and we seek to use our position in the value chain to drive impact across the industry.

While our company has valued ESG principles since our founding, we have started the process of formalizing our approach to ESG reporting. In 2020, the Board identified ESG as a strategic priority for the Company and prompted our inaugural disclosure in this proxy statement. This action from the Board has been a powerful catalyst for formalizing ESG governance, strategy, and reporting from the highest levels of the organization. In our first year of reporting, our goal is to disclose what initiatives we have in place to manage relevant ESG topics and to set the stage for continuous improvement as we formalize our approach.

As an integral part of the global shipping industry, it is worth clarifying our operational controls and the ways these controls impact our approach to ESG. CAI container leasing operates under triple net lease agreements; those effectively grant full operational control of our containers to our customers. While this limits our ability to enact certain policies or requirements, we work to manage ESG issues where we do have operational control and to engage our industry partners to work together on shared ESG goals.

CAI has been an active member in the International Institute of Container Lessors (IICL) for over 30 years. IICL is heavily engaged in projects aimed at enhancing the environmental and social impacts of container production and use. IICL regularly engages government regulators, container manufacturers, shipping groups, customers, and other stakeholders to drive change, and we are proud to support their work.

Environmental

We place a significant focus on ensuring that our container fleet is manufactured and maintained with the highest environmental and safety standards, as well as compliance with all applicable labor laws and regulations. We work closely with our manufacturing partners to establish approved raw material suppliers, and our in-house technical team and third-party service providers routinely inspect our manufacturing partners to validate that our standards are being adhered to. In addition to monitoring the manufacturing process, we also enhance the lifespan of our products through a process of frequent product inspection and mandated repair if necessary. Our lease contracts require our customers to maintain our containers in compliance with all required international Intermodal Shipping (ISO) container standards. Those standards require that every container be inspected before and after each movement in or out of a port, or depot for both structural integrity and safety compliance. If the inspection process uncovers any issues the container is taken out of service, repaired and recertified before it can be placed back into service. A consequence of our commitment to manufacturing quality and rigorous inspection and repair processes is that we are experiencing a gradual increase in the average useful life of containers.

Even after containers are no longer suitable for use in intermodal marine shipping, they are repurposed or recycled in many applications. CAI sells containers to other vendors for use in storage, housing, and other functions all over the world, which can extend their useful life by many years. When they ultimately reach the end of their useful life, the container, which are primarily steel, are scrapped and the recycled steel is repurposed.

In addition, we are working with our industry partners at IICL to improve the environmental profile of shipping containers and the engagement with container manufacturers. In particular, our partners are working to remove harmful paint chemicals from container specifications and to eliminate the use of unsustainable wood species in container flooring.

Finally, CAI is committed to reducing the environmental footprint of our operations. Our two primary office locations in the US and the UK are both LEED® Certified, and we’ve taken steps to reduce our energy consumption including moving our IT servers to a more secure and energy efficient location.

Social

One of CAI’s greatest values is collaboration. By focusing on open communication, care for employees, teamwork, and a commitment to shared goals, we strive to build a workplace culture that attracts and retains a highly talented and diverse workforce,

CAI offers generous benefits and compensation that help to attract, support, and retain top talent. Our benefits include a health, dental and vision insurance program covering 95% of the cost for employees and their

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families, 401K with matching contribution, generous paid time off, and an employee assistance program with expert legal and wellness counsel. Our Employee Stock Purchase Plan (ESPP) offers our employees the opportunity to purchase CAI shares at a 15% discount to market, which provides a financial commitment to our employees and reinforces shared goals towards business success to foster collaboration. One way that we measure the success of our corporate culture is through employee longevity. We are proud to report that, in 2020, our average years of services for US employees was over 10 years.

In 2020, we were committed to the wellbeing of our employees throughout the COVID-19 pandemic and worked quickly to ensure the safety and success of our workforce. Our agile shift to remote work and use of telecommuting resources created a smooth business transition that allowed for continued collaboration. At the same time, our benefits offerings, particularly our employee assistance programs, provided helpful resources for our employees to manage some of the challenges of work from home.

CAI also cares for our employees through a commitment to diversity and inclusion (D&I). As an equal opportunity employer, CAI has protections in place for all protected groups through our Code of Business Conduct and has regular compliance trainings and resources to address discrimination, harassment, and other forms of workplace misconduct. We are proud of the diversity of our organization and will continue to work to enhance D&I programs over time. As of year-end 2020, over 50% of our US workforce was female and about 43% of our US workforce identified as a racial or ethnic minority.

Governance

CAI works to maintain exceptional standards for governance, business ethics, and integrity from the highest levels of the organization. Our board of directors is keenly focused on ESG and is working to enhance formal governance of all relevant ESG topics. Presently, our board has formal oversight of compliance and ethics, whistleblower policies, cybersecurity, and human capital management, and informally reviews other topics relevant to ESG.

The Board seeks to operate in a way that promotes business efficiency, integrity, transparency, and success. Diverse perspectives are key to realizing this goal, and board independence and board diversity are critically important factors to our board recruitment and nomination process. Presently, of our five non-employee board members, all are independent, one is female, and one is racially/ethnically diverse. We recognize that our board gender and racial/ethnic diversity must improve, and we are committed to recruiting candidates to realize this ambition.

Our corporate governance programs are designed to ensure that we are compliant with all laws and act in a way that ensures fair business dealings. Our compliance program includes annual trainings on policies, including for FCPA, insider trading, anticorruption and antibribery, and anti-money laundering. A list of these policies and our whistleblower hotline can be found on our investor relations site under governance.

We also have policies, systems, and procedures designed to ensure data protection and cybersecurity. We hold annual trainings for associates to identify and report threats, and our systems, environment, and controls are audited regularly for effectiveness against breaches or security threats in accordance with cybersecurity standards.

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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. Our independent consultant provided director compensation analysis for 2020. The analysis included research on market trends in director compensation as well as a review of director compensation practices of our peer group companies.

Consistent with prior years, during 2020, our regular director compensation program consisted of the following:

Annual Board Service	Cash Retainer⁽¹⁾	$60,000
	Restricted Stock Award⁽²⁾
	Chairman of the Board	$180,000
	Other Directors	$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.

In addition to our standard Board compensation program, members of the Board (except for Mr. Page and Victor M. Garcia, our former Chief Executive Officer and former Board member), received compensation in 2020 as part of a special committee. In 2019, the Board organized a special committee to oversee and evaluate the previously-announced strategic alternatives review process of the Company. The special committee met 27 times in 2020. Consistent with the recommendation of our independent compensation consultant, each member of the special committee (other than our Chairman of the Board) received a retainer of $8,000 per quarter, plus fees for attendance at each meeting of the special committee (with total compensation capped at $26,000 per quarter, except the second quarter of 2020 which was capped at $13,000). Because our Chairman of the Board was leading the strategic alternatives review process for the Company, he received a retainer of $20,000 per month, plus fees for attendance at each meeting related to the strategic alternatives review process (with total compensation capped at $90,000 per quarter).

Directors who are employees of our Company do not receive compensation for their service as directors. During 2020, Mr. Page and Mr. Garcia did not receive any additional compensation for 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 2020 to non-employee directors who served on the Board during 2020:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Kathryn G. Jackson	130,000	149,993	279,993
Andrew S. Ogawa	123,000	149,993	272,993
David G. Remington	289,500	179,988	469,488
Gary M. Sawka	135,000	149,993	284,993
John H. Williford	128,500	149,993	278,493

(1)

These amounts reflect the aggregate grant date fair value for restricted stock awards 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 8 to our audited consolidated

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financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020. As of December 31, 2020, the aggregate number of shares underlying outstanding restricted stock and option awards for each non-employee director was: Ms. Jackson—7,526 shares; Mr. Ogawa—7,526 shares; Mr. Remington—57,431 shares; Mr. Sawka—77,526 shares; and Mr. Williford—7,526 shares.

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.

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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 21, 2021. For biographical information about Timothy B. Page, who is also a member of our Board, see “Proposal No. 1—Election of Directors.”

Name	Age	Position
Executive Officers:
Timothy B. Page	68	Executive Vice President, Interim President and Chief Executive Officer, and Chief Financial Officer
Daniel J. Hallahan	65	Senior Vice President, Global Marketing
Camille G. Cutino	62	Senior Vice President, Operations and Human Resources†
Key Employees:
Matthew Easton	48	Vice President, Chief Technology Officer†
Steven J. Garcia	57	Vice President, Chief Legal Officer†
David B. Morris	54	Vice President, Chief Accounting Officer†

†	Promoted to new position in February 2021.

Executive Officers

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 Senior Vice President, Operations and Human Resources since February 2021. She previously served as our Vice President, Operations and Human Resources from October 2011 through February 2021, and 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, Chief Technology Officer since February 2021. He previously served as our Vice President, Information Technology from August 2010 through February 2021. 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 and an M.B.A. from St. Mary’s College of California.

Steven J. Garcia has served as our Vice President, Chief Legal Officer since February 2021. He previously served as our Vice President, Legal Affairs from January 2013 through February 2021. 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, Chief Accounting Officer since February 2021. He previously served as our Vice President, Finance and Corporate Controller from May 2011 through February 2021. 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.

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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 2020 compensation of our named executive officers. We note that the COVID-19 pandemic has not had any material adverse effect upon our financial performance, ongoing operations, compensation programs or benefits programs.

For 2020, our named executive officers were as follows:

Name			Position
Timothy B. Page			Executive Vice President, Interim President and Chief Executive Officer, and Chief Financial Officer
Daniel J. Hallahan			Senior Vice President, Global Marketing
Camille G. Cutino			Senior Vice President, Operations and Human Resources
Victor M. Garcia⁽¹⁾			Former President and Chief Executive Officer

(1)	Mr. Garcia’s employment was terminated by the Company in June 2020; please refer to our June 15, 2020 Form 8-K filing for details.

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 named 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 named executive compensation with stockholder value creation by delivering a portion of our named executive officers’ compensation in the form of equity-based awards that vest over multiple years.

To achieve these objectives, our executive compensation program ties each named executive officer’s overall compensation to meeting key corporate financial goals and individual performance.

Beginning in 2019, 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. Prior to 2019, annual cash incentive bonuses for our executive officers were based on a combination of subjective reviews and objective factors. To be more consistent with our pay-for-performance philosophy, annual cash incentive bonuses for all of our executive officers were changed to base the calculation of annual cash bonuses entirely on the achievement of key corporate financial measures.

•

Long-Term Equity Incentives. Historically, the Board and the Compensation Committee granted equity awards that vested solely upon the passage of time. Beginning in 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, and 50% of equity compensation is based on the passage of time to encourage retention. In 2019 and continuing in 2020, in order to further align our executive compensation program with the interests of our stockholders, the Board and Compensation Committee further amended our LTI program to add a relative Total Shareholder Return (rTSR) component, as measured over the prior three (3) years, as a back-end modifier to the calculation of performance totals, which when applied, can result in a 25% adjustment to compensation, upward or downward, if the Company’s rTSR ranks in the top or bottom third on a list of peer TSRs.

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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 July 2020, 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 2020 proxy statement was approved by approximately 96.7% of the votes cast at the 2020 Annual Meeting of Stockholders. The Compensation Committee believes this affirms our stockholders’ support of our approach to executive compensation, and as a result, no significant changes were made to our executive compensation program for 2020. The Compensation Committee will continue to consider the outcome of our Say-On-Pay votes when making future compensation decisions for our named executive officers.

Highlights of Compensation Practices

Things We Do:			Things We Don’t 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 named executive officers for their performance. ✔ Use of multiple performance metrics. The Compensation Committee uses multiple complementary objective performance measures for the 2020 annual incentive and performance-based equity awards to align the executive compensation program to a broader perspective of Company performance. There is little overlap between the performance measures used in our annual incentive program and performance-based equity awards. ✔ Performance-based equity. 50% of equity grants to our named executive officers are tied to 3-year performance achievement, including a rTSR modifier to further ensure alignment with our stockholders. ✔ Annual say-on-pay vote. We hold annual advisory say-on-pay votes to approve executive compensation and in 2020 received support of 96.7% on such proposal.			✘ 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.

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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 our current President and Chief Executive Officer (except for his or her own compensation), develops recommendations for the compensation of our named executive officers and submits the same to our Board for its review and approval. The Compensation Committee considers, among other things, the recommendations of our current President and Chief Executive Officer, company and individual performance factors, and peer group data and recommendations from Pearl Meyer, the Compensation Committee’s independent compensation consultant.

Decisions regarding the compensation of our named executive officers (except for our Chief Executive Officer) are generally made 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. A special committee of the Board consisting solely of independent directors currently determines the compensation of our Chief Executive Officer.

The Compensation Committee consistently has sought to provide compensation packages to our named executive officers that are fair and competitive. The compensation for our named executive officers 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 equity compensation plan.

The Compensation Committee, through the analysis provided by Pearl Meyer and also its own analysis, uses peer company data to guide its review of the total compensation of our named 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 named 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.

Role of Management

As described above, the Compensation Committee develops recommendations regarding named executive officer compensation in consultation with our current Chief Executive Officer. The Compensation Committee believes it is valuable to consider the recommendations of the Chief Executive Officer with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our named executive officers, the Chief Executive Officer is in a unique position to provide the Compensation Committee with perspective into the performance of our named 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 named executive officer compensation, and the Chief Executive Officer does not make recommendations or participate in the determination of their 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 named executive compensation program, and retained Pearl Meyer to serve as its independent executive compensation consultant in 2020. In 2020, Pearl Meyer 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 named executive officers.

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Peer Companies

The Compensation Committee uses peer company data to guide its review of the total compensation of our executive officers and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation. The Compensation Committee and the Board focuses on ensuring that the elements of our executive compensation program are consistent with peer and industry trends.

The peer group used in our 2020 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 companies included in our peer group are evaluated every other year and were last evaluated in 2020. The selected 2020 peer group consisted of:

	2020 Peer Group
	Air Transport Services Group, Inc.			McGrath Rentcorp
	Aircastle LTD			Mobile Mini, Inc.
	Echo Global Logistics, Inc.			Radiant Logistics, Inc
	General Finance Corporation			Triton International Limited
	Marlin Business Services Corp.			Willis Lease Finance

Note that GATX Corporation and XPO Logistics, Inc. were also included as reference comparators only, i.e. they were included in short-and long-term incentive program comparisons, but were not included in compensation level comparisons.

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

Elements of 2020 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 long-term 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 2020, the Compensation Committee and the Board did not make any material changes to our executive compensation program, except for additional compensation for Mr. Page in connection with his promotion as our Interim President and Chief Executive Officer.

Compensation of Interim President and Chief Executive Officer

In June 2020, the Board promoted Timothy B. Page to Executive Vice President, and Interim President and Chief Executive Officer of the Company. In connection with his promotion, the Board increased Mr. Page’s base salary to $550,000 and awarded a $200,000 cash retention bonus (the “Retention Award”), payable in two equal installments as follows: (I) $100,000 of the Retention Award is payable on the earlier to occur of (a) one month following the commencement of employment (as chief executive officer) of a new permanent chief executive officer of the Company or (b) one year after Mr. Page was appointed as Interim President and Chief Executive Officer of the Company; and (II) $100,000 of the Retention Award is payable on the earlier to occur of (x) one month following the commencement of employment of a new permanent chief financial officer of the Company or (y) 15 months after Mr. Page was appointed as Interim President and Chief Executive Officer of the Company.

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The Board also granted Mr. Page restricted stock units with a value of $200,000 of common stock of the Company. The restricted stock units vest upon the earlier of (i) 12 months from the grant date, or (i) the hiring of a permanent chief financial officer (only after the hiring of a permanent chief executive officer). Mr. Page also continued to be eligible for a target annual incentive bonus at 50% of base salary, and generally continued with the same other benefits applicable to executive officers of the Company.

In addition, in November 2020, in recognition of his strong contributions to the Company and the furtherance of its strategic objectives, including support of the Board’s search for a permanent Chief Executive Officer, the Board approved an incremental retention bonus to Mr. Page of up to $40,000 per quarter, beginning with quarter ended September 30, 2020.

The Compensation Committee and the Board believes the changes to Mr. Page’s compensation were reasonable and appropriate in light of market conditions and the increase in responsibility after the departure of Mr. Garcia, and also necessary in order to further the achievement of the Company’s strategic objectives.

Base Salary

The Compensation Committee generally reviews named executive officer base salaries in the second quarter of each year in an effort to ensure that they are competitive with market levels and reflect 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 2020, the Compensation Committee approved modest a 3% cost-of-living increase to the annual base salaries for Mr. Hallahan and Ms. Cutino (as adjusted in the local currency for Mr. Hallahan). The base salary for Mr. Page was set in June 2020 in connection with his promotion to Interim President and Chief Executive Officer, after taking into account his individual experience, performance, role, and analysis of competitive market factors in the peer group.

The base salaries for each of our named executive officers during 2020 are shown in the following table:

	Annual Base Salary
Name	July 1, 2019 – June 30, 2020	July 1, 2020 – June 30, 2021	Percentage Increase/(Decrease)
Timothy B. Page⁽¹⁾	$435,000	$550,000	26%
Daniel J. Hallahan	$380,248	$368,438	(3)%⁽²⁾
Camille G. Cutino	$281,242	$289,679	3%
Victor M. Garcia⁽³⁾	$725,000	N/A	N/A

(1)	Mr. Page was promoted to Interim President and Chief Executive Officer on June 12, 2020, and his new base salary was effective as of such date. See “—Compensation of Interim President and Chief Executive Officer” for additional information.

(2)	Mr. Hallahan received a 3% increase in salary when measured in his local currency.

(3)	Mr. Garcia departed the Company in June 2020.

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 named 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 review objective performance criteria when determining the annual incentive bonuses to be awarded to our named executive officers.

Consistent with our pay-for-performance philosophy, for 2020, the Compensation Committee set our annual cash incentive bonuses for all of our named executive officers based on the achievement of company performance objectives, which were established by the Compensation Committee in its discretion.

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The Compensation Committee established the following 2020 target annual incentive amounts for each of our named executive officers under our 2020 annual cash incentive program (the “2020 Bonus Plan”):

Named Executive Officer	Base Salary	Target Bonus as a Percentage of Salary	Target Bonus
Timothy B. Page	$550,000	50%	$275,000
Daniel J. Hallahan	$368,438	60%	$221,063
Camille G. Cutino	$289,679	40%	$115,872
Victor M. Garcia	$725,000	100%	$725,000

In setting the 2020 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 the target annual incentive opportunity. Participants under the 2020 Bonus Plan were eligible to receive between 0% and 200% of each participant’s respective target bonus based on actual performance and their specific position with the Company.

Consistent with its practice in 2019, the Compensation Committee continued to place emphasis under the 2020 Bonus Plan on achievement of multiple performance metrics and a focus on objective, performance-based and “at-risk” pay arrangements. We believe these performance metrics help align the interests of our named executive officers with those of stockholders by making a meaningful portion of their compensation contingent upon results beneficial to stockholders, and thereby incenting our named executive officers to create long-term value for stockholders.

Actual bonus amounts earned for 2020 were based on the level of achievement of (i) consolidated pre-tax income, with a 75% weighting of each named executive officer’s target bonus, and (ii) consolidated return on average common equity versus a target established by the Compensation Committee at the beginning of the year, with a 25% weighting of each named executive officer’s target bonus.

The following outlines the payout methodology in connection with the achievement of our Company financial performance measures under the 2020 Bonus Plan:

Performance Goal Achievement*			Performance Multiplier
Minimum Threshold = 75% of budget			50%

Target = 100% of budget			100%

Maximum = 175% or more than budget			Up to 200%

*	Performance Multipliers for performance falling between the Threshold, Target and Maximum Performance levels are determined by linear interpolation. Performance below Minimum Threshold results in a 0% Multiplier.

The Compensation Committee and the Board also has the discretion to adjust the target or actual results based on extraordinary events and/or conditions that either positively or negatively impact our performance, particularly with respect to events that are out of the control of management or that we believe are not reflective of our core business operations and ongoing performance.

For purposes of the 2020 Bonus Plan, adjustments were made to account for (i) impairments and other costs associated with the sale of the Company’s logistics and rail businesses, (ii) costs related to the termination of our then-current Chief Executive Officer and the transition to an Interim Chief Executive Officer, (iii) expenses in connection with the publicly-announced review of strategic alternatives, and (iv) other Board decisions outside of the control of management.

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The table below sets forth the calculation of the 2020 bonus payouts with respect to the objective company performance goals:

Performance Factor	2020 Target	2020 Actual	2020 Actual as a Percentage of Target	Weighting
Consolidated Pre-Tax Income	$72.9 million	$90.7 million	124%	75%
Container Pre-Tax Income (only for Mr. Hallahan)	$70.7 million	$92.6 million	131%	75%
Consolidated Return on Average Common Equity	9.8%	12.0%	122%	25%

In light of our significant above-target performance in 2020, we paid the following annual bonus amounts under the 2020 Bonus Plan:

Named Executive Officer	Target Bonus as a Percentage of Salary	Target Bonus	Actual Bonus Award	Actual Bonus Award as a Percentage of Target
Timothy B. Page	50%	$275,000	$362,232	131.7%
Daniel J. Hallahan	60%	$221,063	$333,608	150.9%
Camille G. Cutino	40%	$115,872	$143,438	123.8%
Victor M. Garcia⁽¹⁾	100%	$725,000	$427,912	59.0%

(1)	Pro-rated for his time of service in 2020.

Incremental Cash Bonus - Mr. Page

In addition to the incentive bonus described above, in November 2020, in recognition of his strong contributions to the Company, the Board approved an incremental retention bonus to Mr. Page of up to $40,000 per quarter, beginning with quarter ended September 30, 2020. Mr. Page was awarded the full amount for the quarters ended September 30, 2020 and December 31, 2020. Future incremental retention bonus amounts to be determined by the Compensation Committee on a quarterly basis.

Long-Term Equity Incentive Program

We use our long-term equity incentive (“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. In 2020, the Compensation Committee continued its approach adopted in previous years by granting equity awards in two 50% portions: one with initial value and vesting determined by achievement of key financial performance measures, and thereafter by market determined stock value, and the other with time-vesting and market determined stock value.

Under our LTI program, we generally grant our named executive officers two types of awards: performance-based restricted stock units (“RSUs”) and time-based RSUs. Each RSU represents the contingent right to receive one share of our common stock upon vesting and settlement of the RSU. Based on a review of market data and recommendation from Pearl Meyer, the Compensation Committee’s independent compensation consultant, each named executive officer is awarded an aggregate LTI value, which is allocated among the two types of awards. For 2020, 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	2020 Allocation Percentage	Alignment to Stockholder Interests
Performance-Based RSUs	50%	Payout depends on our performance at the end of a three-year performance period if specified pre-determined performance metrics are met, as well as our TSR performance relative to our peer group (see the 2020 Performance-Based RSU Award section below for further details). The value of the earned award also depends on our stock price at the end of the performance period.
Time-Based RSUs	50%	Value of award depends on our stock price at the time of the vesting.

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The equity awards granted to our named executive officers in 2020 were as follows:

Name	Time-Based RSUs Awards: Number of Units (#)	Performance-Based RSUs Awards: Number of Units Awarded at Target (#)
Timothy B. Page	14,997⁽¹⁾	4,672
Daniel J. Hallahan	3,738	3,738
Camille G. Cutino	1,965	1,965
Victor M. Garcia⁽²⁾	13,535	13,535

(1)	Includes 10,325 RSUs granted in connection with Mr. Page’s promotion to Interim President and Chief Executive Officer in June 2020.

(2)	The 2020 equity awards granted to Mr. Garcia were forfeited in connection with his departure from the Company in June 2020.

The key components of our LTI program are summarized below:

2020 Performance-Based RSU Award. The performance-based RSUs 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 three-year consolidated return on average common equity as the performance-based metric applicable to our named executive officers, which the Compensation Committee believes aligns our executive compensation to company financial performance.

At the end of the three-year performance period, our named executive officers may earn from 0% to 200% of the target number of performance-based RSUs based on the level of achievement for the performance measure cumulatively over the three-year performance period. At maximum performance, these awards vest at 200% of the target value for the 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. Moreover, for 2020, a relative Total Shareholder Return (rTSR) component, as measured over the prior three (3) years, continued to be added as a back-end modifier to the calculation of performance totals, which when applied, can result in a 25% adjustment to the award, upward or downward, if the Company’s rTSR ranks in the top or bottom third on a list of peer TSRs. In calculating the Company’s rTSR positioning, the TSRs for Textainer Group Holdings Limited and Triton International Limited—the Company’s closest market comparables—are given double weighting.

2020 Time-Based RSU Award. Our time-based RSU 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 RSUs vest ratably over a four-year period, subject to continued employment with our Company.

2020 Promotion RSU Award for Mr. Page. In connection with his promotion to Interim President and Chief Executive Officers, the Board granted a one-time RSU award with a value of $200,000 of common stock of the Company. The restricted stock units vest upon the earlier of (i) 12 months from the grant date, or (i) the hiring of a permanent chief financial officer (only after the hiring of a permanent chief executive officer).

Severance and Change in Control Payments

We have entered into written agreements with Mr. Page, Mr. Hallahan and Ms. Cutino (and Mr. Garcia prior to his departure) 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.

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Anti-Hedging and Anti-Pledging Practices

We generally do not allow our management or directors to pledge our stock to secure loans or other obligations, including in margin accounts. Although we do not have a formal policy related to hedging transactions, we discourage our management and directors from engaging in hedging and monetization transactions in connection with our securities, such as zero-cost collars, prepaid variable forward sale contracts, equity swaps and exchange funds.

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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 2021 Annual Meeting of Stockholders.

			Compensation Committee Report Submitted By:

			Kathryn G. Jackson (Chair) Andrew S. Ogawa David G. Remington Gary M. Sawka John H. Williford

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2020 Summary Compensation Table

The following table provides information concerning the compensation of our named executive officers for the years ended December 31, 2020, 2019 and 2018, as applicable.

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Timothy B. Page Interim President and Chief Executive Officer, and Chief Financial Officer	2020	498,254	80,000⁽⁵⁾	467,513	362,232	51,919	1,459,918
	2019	435,000	—	267,480	—	56.000	758,480
	2018	428,460	—	210,941	250,965	51,372	941,738
Daniel J. Hallahan Senior Vice President, Global Marketing	2020	377,920	—	214,038	333,608	53,492	979,058
	2019	374,814	—	220,608	—	46,951	642,373
	2018	362,259	—	204,634	269,891	42,321	879,105
Camille G. Cutino Senior Vice President, Operations and Human Resources	2020	285,461	—	112,516	143,438	35,876	577,291
	2019	281,242	—	112,486	—	36,830	430,558
	2018	277,146	—	109,237	131,915	32,774	551,072
Victor M. Garcia⁽⁶⁾ Former President and Chief Executive Officer	2020	332,292	—	775,014	427,912	1,614,048	3,149,266
	2019	725,000	—	924,992

SEC Form DEF 14A filed by CAI International, Inc.