Pension benefits

We sponsor a non-contributory retirement program for certain employees of our Company. The pension plan covers the NEOs annual salary set forth in the Summary Compensation Table. Our supplemental retirement program covers benefits in excess of the United States Internal Revenue Code (“IRC”) limits that apply to the non-contributory retirement program, which is a tax-qualified program under IRC rules. The following is a summary of the provisions of our defined benefit pension plans.

Non-contributory defined-benefit pension plan. Employees age 21 or older with one year of service with a BCBSA organization who were hired by the Company or its subsidiaries on or before December 19, 2006 in the case of union employees (on or before September 30, 2007, in the case of non-union employees) were eligible to participate in our non-contributory defined-benefit pension plan. Union employees hired after December 19, 2006 were not eligible to participate. Non-union employees hired after September 30, 2007 were not eligible to participate. Effective January 1, 2017, the Company froze the accumulation of benefits under the non-contributory defined-benefit pension plan.

The average earning calculated is based on the highest average annual rate of pay from any five consecutive calendar year periods out of the last ten years. Each year’s earnings are limited by IRC Section 401(a)(17) and 415. For 2016, the pension earnings are limited to $265,000.

Since July 2012, the accrued benefit for single life benefit was calculated using the following formula: 1% of final average earnings multiplied by plan service (defined as full and partial years of employment with the Company or any of its subsidiaries) up to 30 years, minus any benefit accrued under a prior BCBSA plan.

Normal retirement. To be eligible for normal retirement benefits, termination of employment must occur after both (i) the attainment of age 65 and (ii) after five years of participation in the plan. The accrued benefit is payable at the normal retirement date.

Early retirement. To be eligible for early retirement benefits, termination of employment must occur after both (i) the attainment of age 55 and (ii) five years of participation in the plan. The benefit will be the accrued benefit at normal retirement date minus a reduction factor for each year prior to age 62. There is no reduction if retirement occurs on or after age 62.

The plan also has a special early retirement provision. To be eligible, the termination of employment must occur after attaining 30 years of benefit service and election of immediate benefit commencement.

Forms of payment. The standard form of payment for a single participant is a straight life annuity; for a married participant, a reduced qualified joint and survivor annuity begins at the benefit commencement date, with 50% of the benefit continuing to the surviving spouse upon the earlier death of the participant. In lieu of the standard form of payment, a participant may elect, with the proper spousal consent, one of the optional forms of annuity payment or, alternatively, a single lump sum payment.

Supplemental retirement plan. Employees with non-contributory retirement program benefits limited by the IRC maximum compensation and benefit limits are eligible to participate in a supplemental retirement plan. The accrued benefit is calculated by the same formula used in the defined-benefit plan using the amount of salary in excess of the IRC limit.

Normal retirement, early retirement, and special early retirement provisions are the same as provided for the non-contributory defined-benefit plan, described above.

Forms of payment. The standard form of payment for a single participant is a straight life annuity; for a married participant, a reduced qualified joint and survivor annuity begins at the benefit commencement date, with 50% of the benefit continuing to the surviving spouse upon the earlier death of the participant. The lump sum payment is not available in the Supplemental Retirement Plan.

The following table presents pension plan information as of December 31, 2016 for the NEOs under our non-contributory retirement and supplemental retirement plans.

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Name	Plan Name	Number of Years of Credited Service⁽¹⁾		Present Value of Accumulated Benefit⁽²⁾		Payments During Last Fiscal Year
Roberto García-Rodríguez	Non-Contributory Retirement		—		—		—
	Supplemental Retirement		—		—		—
Juan J. Román-Jimenez	Non-Contributory Retirement		15.55	$	510,000	$	0
	Supplemental Retirement		15.55	$	380,000	$	0
Madeline Hernandez-Urquiza	Non-Contributory Retirement		10.19	$	85,000	$	0
	Supplemental Retirement		10.19		—		—
Eva G. Salgado Micheo⁽³⁾	Non-Contributory Retirement		20.9	$	1,020,000	$	0
	Supplemental Retirement		20.9	$	535,000	$	0
Arturo L. Carrión Crespo	Non-Contributory Retirement		—		—		—
	Supplemental Retirement		—		—		—

(1)

The actual number of years of credited service with the Company of Mrs. Salgado-Micheo is the same as the years of her credited service under both plans. Mr. Román-Jimenez rejoined the Company in 2016 and the number of years of his credited service under the non-contributory define-benefit and supplemental pension plans is fixed to the years of actual service prior to 2016. Ms. Hernández-Urquiza’s rejoined the Company in 2010 and the number of years of her credited service under the non-contributory defined-benefit pension plan is fixed to the years of actual service prior to 2010.

(2)

For additional information on the material assumptions applied in determining the present value of accumulated benefits, see note 15 (“Pension Plans”) to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

(3)

Participant is eligible for early retirement under both plans. Mrs. Salgado-Micheo retired from the Company effective February 28, 2017 and elected to postpone benefit commencement until eligible for normal retirement benefits. Additional details on early retirement payments and benefit formula and eligibility standards can be found in the sections titled “Non-Contributory Defined Benefit Pension Plan” and “Supplemental Retirement Plan” above.

401(k) defined contribution savings plans.

The Company maintains four tax-qualified 401(k) savings plans for employees not eligible for our non-contributory retirement plan or the supplemental retirement plan. For all its business units except two, the Company matches fifty percent of participant’s contribution of up to six percent of the participant’s pre-tax compensation. Company match for the other two business units is as follows: (i) twenty-five cents of each dollar contributed by the participant up to 4% of the participant’s pre-tax compensation and (ii) one-hundred cents of each dollar contributed by the participant up to the first 1% of the participant’s compensation and fifty cents of each dollar contributed by the participant up to 3% of the participant’s compensation. For participant union employees, Company match is fifty cents of each dollar up to the first 6% of the participant’s pre-tax compensation. During 2016, Messrs. García-Rodríguez, Román-Jimenez and Carrión-Crespo and Mrs. Hernández-Urquiza participated in the defined contribution savings plan.

Non-qualified deferred compensation table

The following table presents compensation for the NEOs that has been deferred under a plan that is not tax-qualified:

Name	Balance		Executive Contribution Last Fiscal Year⁽¹⁾		Registrant Contribution in Last Fiscal Year		Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year
Roberto García-Rodríguez		—		—		—		—		—		—
Juan J. Román-Jimenez		—		—		—		—		—		—
Madeline Hernández Urquiza		—		—		—		—		—		—
Eva G. Salgado-Micheo	$	33,523	$	25,960		—	$	1,673		—	$	61,156
Arturo L. Carrión-Crespo		—				—		—		—		—

(1)	Amounts reported in this column for 2016 are reported as salary in the Summary Compensation Table.

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Under our current non-qualified deferred compensation plan, commencing on 2017 participants may elect to defer up to 100% of their gross annual cash compensation. The deferred compensation and accumulated interest will be paid on the occurrence of the following events: termination of employment, retirement, six months of continued disability, death, or an elected fixed date occurring after the 5^th but not later than the 25^th anniversary of deferral. Deferred compensation accumulates interest at an annual rate equivalent to the actual annual yield of the fixed income portion of the Company’s investment portfolio for the corresponding year.

Description of employment agreements

We have no employment agreements with any of our NEOs, except for Mr. Garcia-Rodriguez, our chief executive officer.

On December 31, 2015, we entered into an employment agreement with Mr. García-Rodríguez, our chief executive officer, effective January 1, 2016, which has a three-year term. The agreement provides for a base salary of $750,000, which may be increased from time to time pursuant to the terms of the contract and our compensation policies. Under the agreement, Mr. García-Rodríguez is eligible to receive an annual short-term cash incentive, contingent upon the achievement of annual performance objectives established in accordance with our policies. Payments and benefits under the employment agreement with our chief executive officer is subject to the Company’s recoupment policy.

The agreements of Mr. García-Rodríguez also provides for certain benefits and perquisites, including an automobile allowance, the annual membership fees for a private club, the payment of premiums in connection with long-term disability insurance and life insurance coverage, the payment of premiums in connection with health and medical benefits, including his dependents under our group health insurance plan, and the right to participate in all employee benefit plans and programs, including long-term incentive compensation programs, generally available to senior executives.

Under the terms of the contract with Mr. García-Rodríguez, we would be required to make payments in the event of the expiration of the agreement, termination of the agreement with or without cause, or change in control, as further described below.

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	Termination for cause			In the event the agreement with our chief executive officer terminates for “cause,” or as a result of his death or resignation, he will receive the base salary earned until the date of death or resignation, the liquidation of any applicable fringe benefits and the payment of amounts due under our deferred compensation plan and any vested rights under our incentive plan and pension plan. For “cause” means: · a material breach by the chief executive officer of his obligations and duties as specified in the contract; · a conviction or allegation of nolo contendere of any felony or the conviction or allegation of nolo contendere of a misdemeanor involving fraud, dishonest or disreputable conduct or moral torpitud; · insubordination; · material non-compliance of the contract or the rules, regulations, guidelines, policies or code of ethics of the Company · improper or disorderly conduct; or · the existence of a conflict of interest not previously disclosed to the Board.
	Termination without cause			In the event of termination of the agreement without “cause” (other than for death or disability), we would provide the following severance benefits: · the payment of the base salary up to the normal expiration of the contract, or the base salary of one year, whichever is greater. · the continuation of long term disability insurance, life insurance and health and medical benefits for the chief executive officer and his dependents until the later of one year or the remainder of the term of the contract; · the payment of any amounts due under our deferred compensation plan and/or related to vested rights under our pension plan; and · the accelerated vesting of equity grants, provided that the chief executive officer releases the Company from liability with the execution of a general release.
	Expiration of employment term			In the event the employment contract terminates as a result of the expiration of the employment term (other than through the chief executive officer’s request and regardless of whether there is any period of at-will employment following the employment term), we would provide the following severance: · an amount equal to one year’s base salary payable in monthly installments; and · the continuation of long-term disability insurance, life insurance and health benefits for the chief executive officer and his dependents for a 12-month period following termination.
	Termination upon change in control			If upon the event of a change in control, the Company terminates the chief executive officer without cause or he resigns for good reason (“double trigger”), the chief executive officer is entitled to receive the following payment: · an amount equal to twice (1) the highest base salary received by the chief executive officer in any of the three years prior to the date of the change in control and (2) the average annual cash bonus received by the chief executive officer during the prior three years; and · the continuation of long-term disability insurance, life insurance and health and medical benefits for the chief executive officer and his dependents for 24 months or until the chief executive officer obtains employment with comparable benefits.

“Change in control” is defined as:

the acquisition by any party of ownership of 25% or more of the total votes required for the election of our directors, or of such amount which, based on the cumulative vote, if this were allowed by the articles of incorporation and bylaws, would permit such party to elect 25% or more of our directors;

·	as a result of a tender offer or exchange offer of the Company’s stock, a consolidation, merger or other business combination, sale of assets or any combination thereof, the persons who were our directors prior to such transaction fail to constitute a majority of the Board;

·	a change of at least 30% of our directors as a result of a “proxy fight,” as such term is defined in Regulation 14A of the Exchange Act; or

·	a sale or transfer of substantially all of the assets of the Company to a non-affiliated corporation.

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For purposes of the agreement, “good reason” means:

·	a change in the nature or scope of the chief executive officer’s duties or functions from those performed on the date immediately preceding the change in control;

·	a reduction in base salary from that received on the date immediately preceding the change in control;

·	a reduction in the ability to participate in the compensation plans, such as bonus, stock options, incentives or other compensation plans, in which the chief executive officer participated on the date immediately preceding the change in control;

·	a change in the location of the chief executive officer’s principal place of employment of more than twenty-five miles from the place maintained as work office on the date immediately preceding the change in control; or

the reasonable determination by the Board to the effect that, as a result of the change in control and a change in the circumstances thereafter affecting the employment position, the chief executive officer is unable to exercise the authority, powers, functions or duties assigned to his position on the date immediately preceding the change in control.

Potential payments upon termination or change in control

Mr. García-Rodríguez is entitled to certain benefits upon a change in control or upon a termination of employment. These benefits are payable in accordance with his employment agreement. We describe this agreement, including the material conditions or obligations applicable to the receipt of these benefits, under the caption “Description of employment agreements” above. The table below sets forth the value of the benefits (other than payments that were generally available to salaried team members) that would have been due to Mr. García-Rodríguez upon termination of his contract.

Expiration of

Employment

Agreement⁽¹⁾

Termination Without

Cause⁽²⁾

Termination With Cause or Upon Resignation or Death

Change of Control – Resignation for Cause or Termination Without

Cause⁽³⁾

Roberto García-Rodríguez*

Base salary

Up to

$750,000

Up to

$1,375,000

―

$1,500,000

Annual short-term bonus

―

$1,575,000

Fringe benefits

Up to

$55,459

Up to

$101,675

―

Up to

$110,918

Total

$805,459

$1,476,675

―

$3,185,918

*	Based on base compensation currently paid to Mr. García-Rodríguez under his contract as chief executive officer.

(1)	Base Salary and Fringe Benefits are payable in 12 equal monthly installments, provided the chief executive officer did not end negotiations or notify his desire not to renew.

(2)	Base Salary and Fringe Benefits payable are equal to the greater of the amount due at the expiration of the agreement or one year. For purposes of this table, we are estimating potential payment for a 22-month period, commencing on March 1, 2016 until December 31, 2018.

(3)

Base Salary and Annual Short Term Bonus payable is equal to twice the highest Base Salary paid in any of the prior three fiscal years and twice the average Annual Short Term Bonus for the prior three fiscal years. For purposes of this table we calculated the annual short-term bonus with the maximum payout allowed under the Non-equity Incentive Plan. The obligations to pay Fringe Benefits expires on the earlier of 24 months after the termination of employment or the date employment with comparable benefits is obtained.

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Director compensation

The Board evaluates and approves the compensation of non-management directors taking into account the recommendation of the Compensation and Talent Development Committee. Under our current directors’ compensation structure, each non-management director receives an annual cash retainer, paid in monthly installments, and equity compensation in the form of restricted shares, as detailed in the following table:

Compensation components for non-management directors	Amount
Annual cash retainer	$	80,000
Annual equity retainer	$	80,000

Additional annual cash retainer
Chair of the Board	$	150,000
Vice Chair/ Lead Independent Director	$	10,000
Audit Committee Chair	$	18,000
Compensation and Talent Development Committee Chair	$	13,000
Corporate Governance and Nominating Committee Chair	$	10,000
Investment and Financing Committee Chair	$	10,000

Directors who are also our employees do not receive any compensation for service rendered as members of the Board or any committee of the Board, or of any subsidiary board or subsidiary board committee.

Non-management directors compensation for fiscal year 2016

The following table summarizes the fees or other compensation that our non-employee directors earned for services rendered as members of the Board or any committee of the Board during fiscal year 2016, pursuant to our current compensation structure.

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Total
Adamina Soto-Martínez⁽³⁾	$	20,000	$	0	$	20,000
Antonio F. Faría-Soto	$	98,000	$	80,000	$	178,000
Cari M. Dominguez	$	81,186	$	80,000	$	161,186
David H. Chafey, Jr.	$	90,449	$	80,000	$	170,449
Jorge L. Fuentes-Benejam	$	91,052	$	80,000	$	171,052
Joseph A. Frick	$	82,122	$	80,000	$	162,122
Luis A. Clavell-Rodríguez	$	230,000	$	80,000	$	310,000
Manuel Figueroa-Collazo	$	94,640	$	80,000	$	174,640
Roberto Santa María-Ros⁽⁴⁾	$	81,000	$	120,000	$	201,000

(1)

The Board holds an annual off-site meeting to discuss our strategic direction and comply with continuing education requirements, among other purposes. Some of the activities at this meeting could be considered non-work related; however, due to the difficulty in allocating the specific cost to each member and since total cost is estimated at less than $3,500 per person, such amount was not included in the above table.

(2)	In accordance with Section 229.402(k)(2)(iii) of Regulation S-K, this item considers the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the grant given on May 27, 2016 (3,376 shares at $23.69).

(3)	Ms. Soto-Martinez passed away on March 28, 2016.

(4)	On May 26, 2016, Mr. Santa Maria-Ros received an additional grant of 1,719 shares at $23.26 corresponding to the period on which he served as a director from his appointment on December 1, 2015 through the 2016 annual meeting.

Stock ownership guidelines for non-management directors

Our stock ownership guidelines for non-management directors require that non-management directors own Company stock in an amount equal to three times their annual retainer, excluding additional retainers related to committee or chair service.

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AUDIT COMMITTEE MATTERS

Report of the Audit Committee

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2016. The information in this report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or Exchange Act, or otherwise considered “filed” with the SEC, except to the extent that the Company specifically incorporates this report or a portion of it by reference.

The Audit Committee reports to and acts on behalf of the Board. The committee operates under a written charter adopted by the Board. The committee reviews the charter annually and a copy is available at http://investors.triplesmanagement.com/govdocs. The Board has determined that each member of the committee is independent. In making this determination, the Board follows the audit committee independence standards set forth in the NYSE’s director independence rules. The members of the committee are not our employees or employees of any of our subsidiaries.

The Audit Committee assists the Board in its oversight of our financial reporting process, internal control over financial reporting, as well as our internal and external audit processes, and the independent registered public accounting firm’s qualifications and performance of the internal audit function. The committee is also responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm and the establishment of procedures for handling complaints. The committee appoints or terminates the engagement of the independent registered public accounting firm and reviews the proposed audit scope and approach, including coordination of the audit effort with the Internal Audit Office. The committee does not itself prepare the financial statements or perform audits of the Company’s financial statements. The Audit Committee meets regularly with the chief audit executive to review and discuss the internal audit scope, plan and the results of internal audit activities. The committee oversees the appointment, removal, performance, and compensation of the chief audit executive.

In the performance of its oversight function, the Audit Committee has considered and discussed our audited consolidated financial statements for the fiscal year ended December 31, 2016—including critical accounting policies, reasonableness of significant estimates and judgment and financial statements disclosures—with management and D&T, our independent registered public accounting firm.

The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by AU Section 380, Communications with Audit Committee. The committee has also discussed with D&T the matters required by the Public Company Accounting Oversight Board Rule 3526 regarding “Communication with Audit Committee Concerning Independence”. In addition, the committee has received the written disclosures and the letter from D&T required by applicable requirements of the Public Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the committee concerning independence, and has discussed with D&T its independence. The committee has also considered whether the provision of non-audit services by the independent registered public accounting firm to us is compatible with maintaining the auditors’ independence. The committee has evaluated D&T’s qualifications, performance and independence, including that of the lead partner. As part of its auditor engagement process, the committee considers whether to rotate the independent audit firm.

Based on the Audit Committee’s consideration of the audited consolidated financial statements and the discussions referred to above with management and the independent registered public accounting firm, and subject to the limitations on the role and responsibilities of the committee set forth in the charter and those discussed above, the committee recommended and the Board approved that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC.

Submitted by:

Antonio F. Faría-Soto, Chair

David H. Chafey, Jr.

Roberto Santa María-Ros

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OTHER RELATIONSHIPS, TRANSACTIONS AND EVENTS

Transactions with related parties

In the ordinary course of business, we or our subsidiaries may occasionally enter into transactions with our executive officers, directors, or nominees, or their respective immediate families. Also, certain executive officers, directors and nominees have material ownership interests in, or occupy senior positions, including as president or director, at certain entities to which one or more of our subsidiaries provided insurance during 2016, as further detailed below:

Mr. Clavell-Rodríguez, Chair of the Board

· Member of the board of San Jorge Children’s Hospital and San Jorge Children’s Medical Specialties, which paid insurance premiums totaling $1,952,681.20 and received insurance payments totaling $467,938.66.

Mrs. Dominguez, Director

· Member of the board of Manpower Group, Inc., which paid insurance premiums totaling $434,212.95.

Mr. Figueroa-Collazo, Director

· Chief executive officer of VERNET, Inc., which paid insurance premiums totaling $156,093.31 and received insurance payments totaling $390.50

Mrs. Eva G. Salgado-Micheo, President of Triple-S Propiedad, Inc. until February 28, 2017.

· Her brother, Mr. Victor J. Salgado-Micheo and her sister, Mrs. Ana M. Salgado-Micheo are President and Vice President, respectively, of Victor Salgado & Associates which paid insurance premiums totaling $380,688.89.

· Her brother, Mr. Victor J. Salgado-Micheo and her sister, Mrs. Ana M. Salgado-Micheo are President and Vice President, respectively, of Integrand Assurance, which paid insurance premiums totaling $22,469.14 and received insurance payments totaling $183,525.07.

Mr. Fuentes-Benejam, Director

· Member of the board of trustees of Interamerican University of Puerto Rico, which paid premiums totaling $11,306,736.28, and received a donation totaling $15,000.

The terms on which we and our subsidiaries enter into business transactions with a related party are the same as the terms offered to unrelated parties.

In addition, Mr. Clavell-Rodríguez, a physician, or his affiliated entities, may also render services as providers to TSS or TSA in the ordinary course of business. Mr. Clavell-Rodríguez, nor his immediate family members and affiliated entities, received more than $120,000 in compensation for services as healthcare providers during 2016. The terms of the provider agreements with TSS or TSA pursuant to which payments are made are the same as the terms of the provider agreements of physicians and healthcare organizations who are not directors or affiliated with our directors.

Policies and procedures for related party transactions

The Company has adopted a policy directed at the review and approval of transactions with related parties. This policy instructs our directors and executive officers to inform the Corporate Governance and Nominating Committee of proposed related party transactions that would need to be disclosed pursuant to Item 404(a) of Regulation S-K, and provides guidelines for the review and approval of such transactions. Additionally, under our Code of Ethics, all employees, officers and directors are required to avoid conflicts of interest. Employees, including officers, must review with, and obtain the approval of, their supervisors or the office of the general counsel, for any situation that may involve a conflict of interest. The Code of Ethics broadly defines a conflict of interest as whenever an individual’s personal interests interfere or diverge in any way (or appear to interfere or diverge) with our interest, and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or customer of the Company. Moreover, on an annual basis, each of our directors and executive officers are required to complete a director and officer questionnaire that requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.

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ANNUAL REPORT

Our 2016 Annual Report to shareholders accompanies the proxy materials that have been provided to all shareholders. Those documents are not a part of the proxy solicitation materials. We will provide, without charge, additional copies of our 2016 Annual Report to shareholders upon the receipt of a written request by any shareholder.

INCORPORATION BY REFERENCE

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act, which might incorporate all or portions of our filings, including this proxy statement, with the SEC, in whole or in part, the Compensation and Talent Development Committee Report and the Report of the Audit Committee contained in this proxy statement shall not be deemed to be incorporated by reference into any such filing or deemed filed with the SEC under the Securities Act or the Exchange Act.

San Juan, Puerto Rico, March 16, 2017


LUIS A. CLAVELL-RODRÍGUEZ, MD	CARLOS L. RODRÍGUEZ-RAMOS
Chair of the Board	Secretary

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EXHIBIT A

TRIPLE-S MANAGEMENT CORPORATION

2017 INCENTIVE PLAN

Section 1. Purpose. The purpose of the Triple-S Management Corporation 2017 Incentive Plan is to enhance the incentive of those officers, employees, Directors, and other individuals who are expected to contribute significantly to the success of the Company and its Affiliates to perform at the highest level, and, in general, to further the best interests of the Company and its shareholders.

Section 2. Definition.

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Act” shall mean the Securities Exchange Act of 1934, as amended.

(b) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by or under common control with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(c) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award granted under the Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein.

(d) “Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(e) “Beneficiary” shall mean a person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant who is an individual, such individual’s Beneficiary shall be the individual’s estate.

(f) “Board” shall mean the board of directors of the Company.

(g) “Cause” shall mean the following with respect to a Participant:

(i) material breach of his or her obligations and duties as specified in any employment contract or offer letter;

(ii) conviction or plea of nolo contendere of any felony or the conviction or plea of nolo contendere of a misdemeanor involving fraud, dishonest or disreputable conduct or moral torpitude;

(iii) insubordination;

(iv) material non-compliance of any employment contract or offer letter or the rules, regulations, guidelines, policies, or code of ethics of the Company;

(v) improper or disorderly conduct; or

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(vi) the existence of a conflict of interest not previously disclosed to the Company;

(vii) any act or omission detrimental to the conduct of the business of the Company;

(h) “Change in Control” shall mean the occurrence of:

(i) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s then outstanding securities (excluding any “person” who becomes such a beneficial owner in connection with a transaction described in clause (A) of paragraph (iii) below), unless such person acquires beneficial ownership of more than 50% of the combined voting power of the Company’s Voting Stock then outstanding solely as a result of an acquisition of Company Voting Stock by the Company which, by reducing the Company Voting Stock outstanding, increases the proportionate Company Voting Stock beneficially owned by such person to more than 50% of the combined voting power of the Company’s Voting Stock then outstanding; provided, that if a person shall become the beneficial owner of more than 50% of the combined voting power of the Company’s Voting Stock then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the beneficial owner of any additional Company Voting Stock which causes the proportionate voting power of such Company Voting Stock beneficially owned by such person to increase to more than 50% of the combined voting power of such Voting Stock then outstanding, such person shall, upon becoming the beneficial owner of such additional Company Voting Stock, be deemed to have become the beneficial owner of more than 50% of the combined voting power of the Company’s Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;

(ii) at any time during a period of twelve consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the Directors then still in office who were Directors at the beginning of such twelve-month period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members then constituting the Board; or

(iii) the consummation of (A) a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all assets of the Company.

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Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred with respect to a Participant if the Participant is part of a “group”, within the meaning of Section 13(d)(3) of the Act, which consummates the Change in Control transaction. In addition, for purposes of the definition of Change in Control, a person engaged in business as an underwriter of securities shall not be deemed to be the beneficial owner of, or to beneficially own, any securities acquired through such person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

(i) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(j) “Committee” shall mean the Compensation and Talent Development Committee of the Board or such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.

(k) “Company” shall mean Triple-S Management Corporation.

(l) “Covered Employee” means an individual who is (i) a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto or (ii) expected by the Committee to be the recipient of compensation (other than “qualified performance based compensation” as defined in Section 162(m) of the Code) in excess of $1,000,000 for the tax year of the Company with regard to which a deduction in respect of such individual’s Award would be claimed.

(m) “Director” means any member of the Company’s Board.

(n) “Fair Market Value” shall mean with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock exchange on which the Shares trade or are quoted, or if Shares are not so listed or quoted, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(o) “Incentive Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that meets the requirements of Section 422 of the Code, or any successor provision thereto.

(p) “Non-Qualified Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option or a Qualified Stock Option.

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(q) “Option” shall mean an Incentive Stock Option, a Qualified Stock Option or a Non-Qualified Stock Option.

(r) “Other Stock-Based Award” means an Award granted pursuant to Section 10 of the Plan.

(s) “Participant” shall mean the recipient of an Award granted under the Plan.

(t) “Performance Award” means an Award granted pursuant to Section 9 of the Plan.

(u) “Performance Period” means the period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are measured.

(v) “Plan” shall mean the Triple-S Management Corporation 2017 Incentive Plan, as the same may be amended from time to time.

(w) “PR Code” means the Puerto Rico Internal Revenue Code of 2011, as amended, any successor thereto and any regulation promulgated thereunder.

(x) “Qualified Stock Option” means an option that meets the requirement of Section 1040.80 of the PR Code.

(y) “Restricted Stock” shall mean any Share granted under Section 8.

(z) “Restricted Stock Unit” shall mean a contractual right granted under Section 8 that is denominated in Shares. Each Unit represents a right to receive the value of one Share (or a percentage of such value) upon the terms and conditions set forth in the Plan and the applicable Award Agreement. Awards of Restricted Stock Units may include, without limitation, the right to receive dividend equivalents.

(aa) “SAR” or “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(e), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

(bb) “Shares” shall mean shares of the Class B common stock of the Company.

(cc) “Subsidiary” shall mean any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee.

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(dd) “Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

(ee) “Termination of Employment” means, in the case of a Participant who is an employee of the Company or any of its Affiliates, cessation of the employment relationship such that the Participant is no longer an employee of the Company or an Affiliate, or in the case of a Participant who is an independent contractor, the date the performance of services for the Company or an Affiliate has ended; provided, however, that in the case of an employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as an independent contractor shall not be deemed a termination of service that would constitute a Termination of Employment; and provided, further, that a Termination of Employment will be deemed to occur for a Participant employed by an Affiliate when an Affiliate ceases to be an Affiliate unless such Participant’s employment continues with the Company or another Affiliate. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Employment occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code).

(ff) “Voting Stock” means securities entitled to vote generally in the election of members of the board of directors.

Section 3. Eligibility.

(a) Any officer, employee, Director, consultant or other advisor of, or any other individual who provides services to, the Company or any Affiliate, shall be eligible to be selected to receive an Award under the Plan.

(b) Holders of options and other types of Awards granted by a company acquired by the Company or with which the Company combines are eligible for grant of Substitute Awards hereunder.

Section 4. Administration.

(a) The Plan shall be administered by the Committee. To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall require the approval of members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock exchange on which the Shares trade or are quoted, (ii) a non-employee Director within the meaning of Rule 16b-3 under the Act and (iii) an outside Director pursuant to Section 162(m) of the Code, and any regulations issued thereunder, in each case at such time as the Company becomes subject to the respective regulatory regime. The Board may designate one or more Directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant Awards except that such delegation shall not be applicable to any Award for a person then covered by Section 16 of the Act. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.

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(b) Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.

Section 5. Shares Available for Awards and Award Limitation

(a) Subject to adjustment as provided below, the maximum number of Shares available for issuance under the Plan will not exceed 1,700,000 Shares, plus the number of Shares that were subject to any outstanding awards under the Triple-S Management Corporation 2007 Incentive Plan as of the Effective Date that are thereafter forfeited, cancelled, expire, terminate, or otherwise lapse, in whole or in part without the delivery of Shares. All Shares remaining available for issuance under the Triple-S Management 2007 Incentive Plan will be cancelled upon the adoption of the Plan by the shareholders of the Company. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(e), no Participant may receive under the Plan in any calendar year (i) Options or Stock Appreciation Rights that relate to more than 600,000 Shares; (ii) Restricted Stock and RSUs that relate to more than 300,000 Shares; or (iii) Performance Awards or Other Stock-Based Awards that relate to more than 300,000 Shares; and the maximum amount that may be paid in a calendar year in respect of an annual Award denominated in cash or value other than Shares with respect to any Participant shall be $3,000,000, and the maximum amount of a long-term incentive Award denominated in a cash shall be $1,500,000 multiplied by the number of years included in any applicable Performance Period(s) (and any applicable fraction for any Performance Period(s) of less than one year) relating to such Awards.

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(b) No Director may receive under the Plan in any calendar year: (i) Options, Stock Appreciation Rights, Restricted Stock, RSUs, Performance Awards and Other Stock-Based Awards with a fair value as of the grant date of more than $300,000 (as determined in accordance with applicable accounting standards); and (ii) cash retainers and other cash-based awards of more than $300,000.

(c) Any shares subject to an Award (but not including any Substitute Award), that expires, is cancelled, forfeited, or otherwise terminates without the delivery of Shares, excluding the number of Shares surrendered or withheld in payment of any exercise or other price of an Award or taxes related to an Award, shall again be, or shall become, available for distribution under the Plan. Upon the exercise of SARs, the gross number of Shares exercised shall be deducted from the total number of Shares remaining available for issuance under the Plan. In the event the Company repurchases Shares on the open market, such Shares shall not be added to the Shares available for issuance under the plan.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(e) In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of the Shares, or other similar corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(f) Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan.

Section 6. Options.

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The exercise price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

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(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof.

(d) The Committee shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(e) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(e)).

(f) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).

(g) The terms of any Qualified Stock Option granted under the Plan shall comply in all respects with the provisions of Section 1040.08 of the PR Code, or any successor provision thereto, and any regulations promulgated thereunder.

Section 7. Stock Appreciation Rights.

(a) The Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.

(b) SARs may be granted hereunder to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6. No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(e)).

(c) Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.

(d) The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.

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(e) A freestanding SAR shall not have a term of greater than 10 years or, unless it is a Substitute Award, an exercise price less than 100% of Fair Market Value of the Share on the date of grant.

Section 8. Restricted Stock and Restricted Stock Units.

(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants. The Award Agreement shall specify the vesting schedule and, with respect to Restricted Stock Units, the delivery schedule (which may include deferred delivery later than the vesting date).

(b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(d) The Committee may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(e) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.

(f) If the Committee intends that an Award under this Section 8 shall constitute or give rise to “qualified performance based compensation” under Section 162(m) of the Code, such Award may be structured in accordance with the requirements of Section 9(c), including without limitation, the performance criteria and the Award limitation set forth therein, and any such Award shall be considered a Performance Award for purposes of the Plan.

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Section 9. Performance Awards.

(a) The Committee is hereby authorized to grant Performance Awards to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.

(b) Performance Awards may be denominated as a cash amount, number of Shares, or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(c) Every Performance Award shall, if the Committee intends that such Award should constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance period or periods, as determined by the Committee, of a level or levels of, or increases in, in each case as determined by the Committee, one or more performance measures with respect to the Company, including without limitation the following: revenue growth, operating income growth, premiums earned; net sales; revenue or product revenue growth; operating income (before or after taxes); pre- or after-tax income (before or after allocation of corporate overhead and bonus); net earnings; earnings per share, earnings per share growth; net income (before or after taxes); return on equity; total shareholder return; return on assets or net assets; appreciation in and/or maintenance of share price; market share; gross profits; earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); comparisons with various stock market indices; reductions in costs; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense levels or working capital levels; operating margins, gross margins or cash margin; year-end cash; debt reductions; shareholder equity; regulatory achievements; and implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting and maintaining personnel, each as determined in accordance with generally accepted accounting principles, where applicable, as consistently applied by the Company. Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index, or other acceptable objective and quantifiable indices. Except in the case of an award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 9(c) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto. Notwithstanding any provision of the Plan to the contrary, the Committee shall not be authorized to increase the amount payable under any Award to which this Section 9(c) applies upon attainment of such pre‑established formula.

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(d) Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shall be in cash, Shares, other Awards or other property, or a combination thereof, in the discretion of the Committee. Performance Awards will be distributed only after the end of the relevant Performance Period. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. Any settlement which changes the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of Termination of Employment by the Participant.

Section 10. Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 10.

Section 11. Effect of Termination of Employment on Awards. The Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event of a Termination of Employment prior to the end of a performance period or exercise or settlement of such Award.

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Section 12. General Provisions Applicable to Awards.

(a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d) Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 12(e) and (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e) A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose. If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate.

(f) All certificates for Shares and/or Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal, state or other jurisdiction’s securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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(g) Upon a Change in Control, the Committee shall determine whether outstanding Options shall be assumed, continued or substituted. All Awards assumed, continued or substituted by the acquiror in connection with a Change in Control will become fully vested only if the Participant’s employment is terminated without Cause at any time during the 12-month period following the Change in Control. Only to the extent Awards will not be assumed, continued or substituted, the Committee may provide that such Awards will become fully vested upon such Change in Control.

(h) The Committee may impose restrictions on any Award with respect to non-competition, confidentiality and other restrictive covenants, as it deems necessary in its sole discretion.

Section 13. Amendments and Termination.

(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the listed company rules of the stock exchange, if any, on which the Shares are principally traded or quoted or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax‑efficient manner and in compliance with local rules and regulations.

(b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award, provided, however, that no such action shall adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations; and provided further that, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval; and provided further, that the Committee’s authority under this Section 13(b) is limited in the case of Awards subject to Section 9(c), as set forth in Section 9(c).

(c) Except as noted in Section 9(c), the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(e)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

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(d) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award, except that this Section 13(d) shall not be interpreted to permit any transaction that is prohibited by the second proviso of Section 13(b) relating to the direct or indirect repricing of Awards, including without limitation a buyout or cashout of underwater Options or SARs.

(e) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 14. Miscellaneous.

(a) No officer, employee, Director, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of officers, employees, Directors, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants hereunder.

(b) The Committee shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of required withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award.

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(e) If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g) Awards may be granted to Participants who are employed or providing services outside of the Commonwealth of Puerto Rico, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the Commonwealth of Puerto Rico as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country

(h) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 15. Effective Date of the Plan. The Plan shall be effective as of April 28, 2017, subject to its approval by the shareholders of the Company.

Section 16. Term of the Plan. No Award shall be granted under the Plan after the 10-year anniversary of its adoption. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Committee to amend the Plan, shall extend beyond such date.

Section 17. Cancellation or "Clawback" of Awards. The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.

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Section 18. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of Section 409A and the related regulations, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict

Section 19. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity.

Section 20. Data Protection. By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Participant records;

(b) providing information to the Company, any Subsidiary, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

(c) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant works; and

(d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant's home country.

Section 21. Governing Law. The Plan and each Award Agreement shall be governed by the laws of the Commonwealth of Puerto Rico, without application of the conflicts of law principles thereof.

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Items of business		Shareholders will be asked to consider and vote on the following matters: 1. The election of three nominees to serve as “Group 1” directors, each for a term of three years; 2. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2017; 3. The consideration of an advisory resolution to approve the compensation of our named executive officers; 4. The approval of an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; 5. The approval of an amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company; 6. The approval of an amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company; 7. The approval of an amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company; 8. The adoption of the Triple-S Management Corporation 2017 Incentive Plan; and 9. Any other business that may properly come before the meeting or any adjournment or postponement thereof.

Record date		Shareholders of record of the Company at the close of business on February 28, 2017 are entitled to receive notice of, attend, and vote at the meeting.

Your vote is important		Please vote as promptly as possible by using the Internet, telephone, or by signing, dating and returning the completed proxy card in accordance with the instructions in the Notice or your proxy card.

PROXY SUMMARY	1

PROXY STATEMENT FOR THE 2017 ANNUAL MEETING OF SHAREHOLDERS	5

INFORMATION ABOUT VOTING, SOLICITATION AND THE ANNUAL MEETING	6

PROPOSAL 1 — ELECTION OF DIRECTORS	12
Overview	12
Nominees for election	13
Directors continuin in office	14
Management director	15

PROPOSAL 2 — RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
Overview	16
Independent registered public accounting firm fees and other matters	16
Audit Committee’s pre-approval policies and procedures	17

PROPOSAL 3 — AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	18
Overview	18

PROPOSAL 4 — AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	20
Overview	20

PROPOSAL 5 — AMENDMENT TO ARTICLE TENTH A OF THE ARTICLES OF INCORPORATION	21
Overview	21

PROPOSAL 6 — AMENDMENT TO ARTICLE TENTH C OF THE ARTICLES OF INCORPORATION	22
Overview	22

PROPOSAL 7 — AMENDMENT TO ARTICLE THIRTEENTH OF THE ARTICLES OF INCORPORATION	22
Overview	23

PROPOSAL 8 — ADOPTION OF THE TRIPLE-S MANAGEMENT CORPORATION 2017 INCENTIVE PLAN	24
Overview	24

CORPORATE GOVERNANCE	28
Overview	28
Corporate governance documents and additional information	29
Code of business conduct and ethics	29
Independence of directors	29
Board leadership structure	30
Board meetings and committees	30
Director nominations process	33
Criteria	34
Risk oversight	34
Communications from shareholders and other interested parties	35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	36

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	37

INFORMATION ABOUT EXECUTIVE OFFICERS	38

Voting matters		Board recommendation	Page reference
·	Election of three “Group 1” directors.	FOR each nominee	12
·	Ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm.	FOR	16
·	An advisory resolution to approve the compensation of our named executive officers.	FOR	18
·	An advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.	1 YEAR	20
·	Amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company.	FOR	21
·	Amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company.	FOR	22
·	Amendment to Article THIRTHEENTH of the Amended and Restated Articles of Incorporation of the Company.	FOR	22
·	Adoption of the Triple-S Management Corporation 2017 Incentive Plan.	FOR	24

Name	Age	Director since	Experience/Qualification	Committee memberships
Jorge L. Fuentes Benejam	68	2008	Public company knowledge; executive leadership	· Corporate Governance and Nominating (Chair) · Investment and Financing · Executive
Roberto Santa María-Ros	65	2015	Accounting and Financial	· Audit · Investment and Financing
Cari M. Dominguez	67	2012	Government and public policy experience; human resources knowledge; executive leadership	· Corporate Governance and Nominating · Compensation and Talent Development · Executive (Vice Chair)

	Visit www.proxyvote.com and follow the instructions in the Notice.
	Scan the QR Code in the Notice, with your mobile phone and vote following the instructions in the Notice.
	Call the telephone number in the Notice.
	Send your completed and signed proxy card to Triple-S Management Corporation c/o Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717.
	Cast your vote in person if you are the registered shareholder or by obtaining a “legal proxy” if your shares are held in “street name” by completing and signing your proxy card at the meeting.

COMPENSATION DISCLOSURE	39
Compensation discussion and analysis	39
Compensation and Talent Development Committee Report	48
Compensation and Talent Development Committee interlocks and insider participation	49
Risk considerations in our executive compensation program	49
Compensation tables	50
Director compensation	58

AUDIT COMMITTEE MATTERS	59
Report of the Audit Committee	59

OTHER RELATIONSHIPS, TRANSACTIONS AND EVENTS	60
Transactions with related parties	60
Policies and procedures for related party transactions	60

ANNUAL REPORT	61

INCORPORATION BY REFERENCE	61

TRIPLE-S MANAGEMENT CORPORATION 2017 INCENTIVE PLAN	Exhibit A

·	Deadline for shareholders proposal for inclusion in the 2018 proxy statement:	November 16, 2017
·	Period for submitting proposals and nominations for directors to be considered at the 2018 Annual Meeting:	November 29, 2017 to December 29, 2017

Type of Fees	2016		2015
Audit Fees	$	2,902,600	$	2,707,600
Audit-Related Fees	$	431,860	$	340,250
Tax Fees	$	0	$	0
All Other Fees	$	300,888	$	0
Total	$	3,635,348	$	3,047,850

Component		Description
Fixed	Base salary	· Cash compensation to recognize individual contribution to the Company, taking into consideration the executive’s experience, knowledge and scope of responsibilities. · Reviewed annually based on individual performance, market-level relative salary, the Company’s financial performance, and ability to pay. · Adjusted if and when appropriate.
Variable	Short-term cash incentive	· Motivates individual to attain annual objectives and reinforces the optimization of operating results and corporate goals. · May range from zero to 150% of the target opportunity. · Company’s financial results account for 70% of each executive’s evaluation, and individual performance accounts for the remaining 30%.
Variable	Equity compensation	· Promotes long-term success, the retention of talented individuals, and mitigation of excessive risk taking. · 75% as performance shares; payout range from zero to 150% from target opportunity over a 3-year performance period. · 25% as restricted shares vesting in equal installments over a 3-year period.
Variable	Benefits and perquisites including retirement programs, non-qualified deferred compensation plan, health and life insurance, and vehicle allowance, among others.

·	Have an equity grant policy with pre-scheduled grant dates to avoid backdating of equity awards.
·	Deliver 75% of annual long-term incentive in the form of performance shares.
·	Have an incentive compensation recoupment policy to ensure compensation is paid on accurate financial data.
·	Require executive officers, directors and other individuals to request pre-clearance to transact with our stock.
·	Engage an independent compensation consultant selected by, and that reports directly to, the Compensation and Talent Development Committee.
·	Have stock ownership guidelines requiring executive and other participants of equity compensation to own and retain Company stock.

·	No hedging on our Company stock.
·	No unusual or excessive perquisites.
·	No option awards. Grant of stock options was discontinued in 2010.
·	No cash severance payment upon change in control. Chief executive officer may only receive cash severance payment upon a change in control with termination of employment (“Double trigger”).

Name and Position	Salary		Bonus		Stock Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation		All Other Compensation		Total
Roberto García-Rodríguez President and CEO	$	744,385	$	600	$	1,874,972	$	215,769	$	0	$	37,728	$	2,873,454
Juan J. Roman-Jimenez Executive Vice President and CFO	$	471,154	$	600	$	749,981	$	102,747	$	45,000	$	12,800	$	1,382,282
Madeline Hernandez-Urquiza	$	514,135	$	600	$	524,998	$	150,186	$	10,000	$	33,683	$	1,233,602
President of Triple-S Salud & Triple-S Advantage, Inc.
Eva G. Salgado-Micheo	$	391,516	$	600	$	374,979	$	194,029	$	180,000	$	28,200	$	1,169,324
President of Triple-S Propiedad, Inc.
Arturo L. Carrion-Crespo	$	324,700	$	600	$	249,978	$	153,760	$	0	$	44,000	$	773,038
President of Triple-S Vida, Inc.

	Why am I receiving these materials?			Our Board is providing these materials to you to solicit proxies on its behalf to be voted at the meeting on April 28, 2017 at 9:00 a.m., local time, at the offices of Triple-S Management Corporation, 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920.
	Why did I receive a one-page notice in the mail instead of a full set of proxy materials?			We have elected to deliver our proxy materials over the Internet to all our shareholders under the “notice and access” rules of the SEC. If you are a shareholder of record, we sent you a Notice by mail. You will not receive a printed copy of the proxy materials unless you request one. We encourage you to help us reduce the environmental impact of the meeting, and reduce the cost associated with printing and mailing of proxy materials by accessing the proxy materials over the Internet.
	How can I request a printed copy of the proxy materials?			You may request a printed copy of the proxy materials by calling 1-800-579-1639; or accessing www.proxyvote.com over the Internet; or by sending an email to sendmaterial@proxyvote.com. Please make the request on or before April 14, 2017 to facilitate timely delivery.
	What should I do if I receive more than one Notice?			You may receive more than one Notice. For example, you may receive a separate Notice if: (i) you hold Class A and Class B shares, or (ii) you hold Class B shares in more than one brokerage account. Please vote all your shares over the Internet, by telephone, or by signing and mailing all proxy cards or voting instruction forms that you receive.
	Who can vote?			To be able to vote, you must have been a holder of record of our common stock at the close of business on February 28, 2017. This date is the “record date” for the 2017 Annual Meeting. Shareholders of record on the record date are entitled to receive notice of, attend, and vote on each proposal at the meeting or on any postponement or adjournment of the meeting.
	How many votes do I have?			You are entitled to one vote per each share of our common stock that you owned on the record date on each matter that is presented for consideration. All shares of our Class A and Class B common stock will vote together as a single class on all matters brought before the meeting.
	Who may be present at the meeting?			Only shareholders of record and beneficial owners with a legal proxy issued in their name by their respective organization holding their shares may be present at the meeting. No other person, including persons accompanying a shareholder, will be allowed at the meeting. Please bring a valid form of photo identification, such as a driver’s license or passport, to corroborate your identity as one of our shareholders. No video or audio recording will be allowed during the meeting. We encourage you to vote your shares in advance even if you plan to attend the meeting.
	What constitutes a quorum for the meeting?			At least one-third (1/3) of the shares entitled to vote must be present at the meeting, in person or by proxy, to constitute a quorum. As of the record date, 24,271,867 shares of common stock were issued and outstanding. Shares of common stock represented in person or by proxy, “broker non-votes,” as discussed below, and shares that abstain or do not vote with respect to a particular proposal, will be treated as shares that are present to determine if there is a quorum. If a quorum is not present, we may propose to adjourn the meeting to solicit additional proxies.

	What is the difference between a shareholder of record and a beneficial owner of shares held in street name?			Shareholder of record. If your shares of common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, and not through a brokerage firm, bank, broker-dealer or other similar organization, you are considered the “shareholder of record” with respect to those shares. We have sent the Notice directly to you. Beneficial owner of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and a Notice should be sent to you by that organization. You have the right to instruct that organization how to vote your shares.
	How do I vote if I am the shareholder of record of my shares?			If you are the shareholder of record, you may vote in one of the following four ways: · Through the Internet. Vote by following the instructions on the Notice or going to the Internet address stated on your proxy card. · By telephone. Call the telephone number provided on your proxy card. · By mail. If you requested and received a printed copy of the proxy materials or downloaded the proxy materials over the Internet, you can complete and sign your proxy card and mail it to the following address: Triple-S Management Corporation c/o Broadridge Financial Solutions, Inc. 51 Mercedes Way Edgewood, New York 11717 · In person. Attend the meeting and vote in person or by submitting your proxy card at the meeting. Completing and sending the proxy card. Provide your full title when signing a proxy as attorney-in-fact, executor, administrator, trustee, guardian, authorized officer of a corporation, or on behalf of a minor to ensure your proxy card is voted according to your instructions and to avoid delays in ballot taking and counting. If shares are registered in the name of more than one record holder, all record holders must sign the proxy card. If you vote via the Internet or by phone, do not return the proxy card. Closing of voting facilities. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern time, on April 27, 2017. If you plan to vote by mail, your proxy card must be received no later than 12:00 p.m., Eastern Time, on April 27, 2017.
	How do I vote if I am a “beneficial owner”?			If you are a beneficial owner you will receive the Notice from the organization that holds your shares with instructions on how to vote your shares. That organization will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of our proxy statement and proxy card by following the instructions on the Notice provided by the organization. You can vote in person at the meeting, but you must bring at the meeting a “legal proxy” issued in your name by the organization that holds your shares. The legal proxy authorizes you to vote your shares held in street name at the meeting. Contact the organization that holds your shares for instructions on how to obtain a legal proxy. You must bring a copy of the legal proxy to the meeting and ask for a ballot in order to cast your vote in person. In order for your vote to be counted, you must hand the copy of the legal proxy with your completed ballot when you cast your vote.

	Can I change or revoke my vote after I have voted?			Yes. You can change your vote or revoke your proxy at any time before the taking of votes at the meeting by delivering a written notice of revocation to our Secretary at or before the meeting; or by submitting another proxy by mail, telephone or the Internet prior to the applicable cutoff time; or by presenting to our Secretary, before or at the meeting before polls close, a later dated proxy executed by the person who executed the prior proxy; or by voting in person at the meeting. If you elect to revoke your vote by delivering a written notice of revocation or by submitting another proxy by mail to our Secretary, deliver it to the following address: Triple-S Management Corporation c/o Carlos L. Rodríguez-Ramos, Secretary 1441 F.D. Roosevelt Avenue, 6th Floor San Juan, Puerto Rico 00920 If you provide more than one proxy, the properly signed proxy having the latest date will revoke any earlier proxy. Attending the meeting will not automatically revoke a proxy unless you properly vote at the meeting or specifically request that your prior proxy be revoked. If you are a beneficial owner, you must contact the organization that holds your shares to change your vote or, if you intend to be present and vote at the meeting, bring the legal proxy issued in your name by such organization to the meeting.
	What happens if I do not give specific voting instructions?			If you are a shareholder of record and you indicated when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or you signed and returned a proxy card without giving specific voting instructions, then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and, as proxy holders, may determine in their discretion with respect to any other matters properly presented for a vote at the meeting and at any postponement or adjournment thereof. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In order to minimize the number of broker non-votes, the Company encourages you to vote or provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.
	Who will count the votes?			A representative of Broadridge Financial Solutions, Inc., an independent third party, will act as the inspector of the election and tabulate the votes cast by proxy or in person at the meeting.
	Which proposals are considered routine or non-routine?			The election of directors (Proposal 1), the advisory resolution to approve the compensation of our NEOs (Proposal 3), the advisory vote on the frequency of the advisory vote on the compensation of our NEOs (Proposal 4), the approval of the amendments to the Amended and Restated Articles of Incorporation of the Company (Proposal 5, Proposal 6, Proposal 7), and the approval of the Triple-S Management 2017 Incentive Plan (Proposal 8) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals 1 and Proposal 3 through 8. The ratification of the selection of D&T as our independent registered public accounting firm for 2017 (Proposal 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore it is likely that no broker non-votes will exist in connection with Proposal 2.

	How does the Board recommend to vote on the proposals?			The Board recommends shareholders to vote as set forth below. Election of Directors (Proposal 1). FOR each of the three nominees. Ratification of the selection of the independent registered public accounting firm (Proposal 2). FOR the ratification of D&T as our independent registered public accounting firm for 2017. Approval of the compensation of our named executive officers (Proposal 3). FOR the approval, on an advisory basis, of the compensation of our named executive officers. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers (Proposal 4). 1 YEAR on the frequency of future advisory votes on the compensation of the Company’s named executive officers. Amendment to Article TENTH A of the Amended and Restated Articles of Incorporation of the Company (Proposal 5). FOR the approval of the amendment to Article TENTH A the Amended and Restated Articles of Incorporation of the Company. Amendment to Article TENTH C of the Amended and Restated Articles of Incorporation of the Company (Proposal 6). FOR the approval of the amendment to Article TENTH C the Amended and Restated Articles of Incorporation of the Company. Amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company (Proposal 7). FOR the approval of the amendment to Article THIRTEENTH of the Amended and Restated Articles of Incorporation of the Company. Adoption of the Triple-S Management 2017 Incentive Plan (Proposal 8). FOR the adoption of the Triple-S Management 2017 Incentive Plan.
	Will any other business be conducted on at this meeting?			We do not know of any other business that may come before the meeting other than as described in the Notice. The chair of the meeting will declare out of order and disregard the conduct of any business not properly presented. However, if any new matter requiring the vote of our shareholders is properly presented before the meeting, proxies may be voted with respect thereto at the discretion of the proxy holders. The affirmative vote of the holders of a majority of the shares of common stock entitled to vote and present at the meeting or represented by proxy with respect to any other item properly presented at the meeting will be required for approval of such item, unless a greater percentage is required by law, our articles of incorporation or our bylaws.
	Where can I find the voting results of the meeting?			We will announce preliminary voting results at the meeting and publish voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days following the meeting.
	What is the cost and method of soliciting proxies?			We will bear the costs of soliciting proxies. We will also reimburse banks, brokers or other custodians, nominees and fiduciaries representing beneficial owners for their reasonable out-of-pocket expenses incurred in distributing proxy materials to shareholders and obtaining their votes. In addition, our directors, officers and employees may solicit proxies on the Company’s behalf in person, by telephone, or email without additional compensation.
	What happens if the meeting is postponed or adjourned?			Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy at any time before it is voted.

	Nominees for Group 1, each for a three-year term
	Jorge L. Fuentes-Benejam, PE Director since 2008 Independent Age: 68	Professional background: Mr. Fuentes-Benejam was chair, president and chief executive officer from 1986 until 2010, and is currently chair of Gabriel Fuentes Jr. Construction Co. Inc., a heavy and marine construction business, and of Fuentes Concrete Pile Co. Inc., a precast concrete pile manufacturing business, and related entities. Currently, Mr. Fuentes-Benejam is a member of the board of trustees of Interamerican University of Puerto Rico, Puerto Rico’s largest private university. Mr. Fuentes-Benejam is a NACD Board Leadership Fellow. Qualifications: Mr. Fuentes-Benejam’s broad understanding of Puerto Rico’s business environment, particularly the construction industry—one of the key industries we serve—as well as his considerable management and board experience, which includes his past service on the board of Puerto Rico Cement Company, a former publicly-traded company, provides a wealth of knowledge to us as a public company. Board and Committee positions: Chair of the Corporate Governance and Nominating Committee; member of the Investment and Financing Committee and the Executive Committee.
	Roberto Santa María-Ros Director since 2015 Independent Age: 65	Professional background: Mr. Santa María-Ros was managing partner of the San Juan, Puerto Rico office of Pricewaterhouse Coppers, LLC (PwC), until his retirement in 2012. He joined PwC in 1973 and was admitted to the partnership in 1988. In 2004, he was appointed partner-in-charge of PwC’s audit practice division as well as managing partner of the San Juan Office. Previously, he served solely as managing partner of the San Juan Office from 2008 to 2012. He currently serves as a member of the board of the Ángel Ramos Foundation and of the Puerto Rico chapter of United Way Worldwide. Qualifications: Mr. Santa María-Ros’ vast experience with a major accounting firm and his understanding of accounting and finance principles are strong attributes for our Board. Board and Committee positions: Member of the Audit Committee and the Investment and Financing Committee.
	Cari M. Dominguez, PhD Director since 2012 Independent Age: 67	Professional background: Mrs. Dominguez is president of Dominguez & Associates, a management consulting firm, since 2007. Prior to that, Mrs. Dominguez held several leadership positions in the public and private sectors, including chair of the United States Equal Employment Opportunity Commission from 2001 to 2006, Partner of Heidrick & Struggles, a consulting firm, from 1995 to 1998, Director of Spencer Stuart, a consulting firm, from 1993 to 1995 and Assistant Secretary for Employment Standards, and Director of the Office of Federal Contract Compliance Programs of U.S. Department of Labor, from 1989 to 1993. She also held a series of executive positions with Bank of America from 1984 to 1989. Mrs. Dominguez serves as a director of Manpower Group, Inc., a global workforce solutions provider, since 2007, and is a member of its compensation and human resources committee. She also serves as a trustee of Calvert SAGE Funds since 2008, and a director, faculty member, and Board Leadership Fellow of the NACD. Qualifications: Mrs. Dominguez has extensive experience in government relations and labor markets from her various governmental positions. She also brings executive, international, and operational experience in the human resources industry. Her expertise in workforce preparedness, human resources management, corporate governance, social responsibility, and public policy are of increasing importance to our company. Board and Committee positions: Vice Chair and Lead Independent Director of the Board and Member of the Corporate Governance and Nominating Committee and the Compensation and Talent Development Committee.

	Directors continuing in office Group 2 Directors (terms expire at the 2018 annual meeting)
	Luis A. Clavell-Rodríguez, MD Director since 2006 Not independent Age: 65	Professional background: Dr. Clavell-Rodriguez is the chief executive officer of the Comprehensive Cancer Center of the University of Puerto Rico since 2015 and chief medical officer and president of the Professional Board at San Jorge Children’s Hospital in San Juan, Puerto Rico since 1994. He is the principal investigator for the Children’s Oncology Group, a clinical trial organization, and the Puerto Rico National Cancer Institute Oncology Community Research Program, organizations sponsored by the National Cancer Institute. He is also a professor of pediatrics and cancer medicine at the University of Puerto Rico’s School of Medicine. He has particular expertise in translational research, and health delivery research and policy. He is a NACD Board Leadership Fellow. Qualifications: Dr. Clavell-Rodriguez’ profound understanding of the managed care business and his more than thirty years of professional experience in the medical field, including the administration of medical facilities and related entities, provide valuable insight for our Board. Board and Committee positions: Chair of the Board and the Executive Committee and member of the Investment and Financing Committee.
	Joseph A. Frick Director since 2013 Independent Age: 64	Professional background: Mr. Frick is currently a senior advisor to Diversified Search, a national executive search firm. From May 2011 to October 2016, he served as executive vice chair of the firm. He is also a board and executive committee member of Independence Blue Cross, a health insurance company, where he previously served as president and chief executive officer from 2005 to 2010 and as senior vice president of human resources and administration from 1993 to 2005. He is member of the board of directors of BioTelemetry, Inc., a publicly-traded company, since October 2013. Before serving in Independence Blue Cross, he worked in various management positions within the publishing and the electronics industries. He also served on the boards of directors of BCBSA and America’s Health Insurance Plans, among others. He is a NACD Board Leadership Fellow. Qualifications: Mr. Frick’s significant experience as an executive and a director in several companies with similar businesses as ours and in a publicly-traded company provides an invaluable perspective to our Board. Committee positions: Member of the Corporate Governance and Nominating Committee and the Compensation and Talent Development Committee.

	Group 3 Directors (terms expire at the 2019 annual meeting)
	David H. Chafey, Jr. Director since 2013 Independent Age: 62	Professional background: Mr. Chafey is a member of the administrative board of the Puerto Rico Dairy Industry Development Fund and director of Industria Lechera de Puerto Rico, Inc. (Indulac) since July 2016. Mr. Chafey was the chair of the board of directors of the Government Development Bank for Puerto Rico from January 2013 to June 2015. Previously, he served as president and chief operating officer of Popular, Inc., a publicly traded financial holding company, from 2009 to 2010, and president of Banco Popular de Puerto Rico, a subsidiary of Popular, Inc., from 2004 to 2010. He also served in various senior executive positions within Popular, Inc., including chief financial officer and executive vice president. Mr. Chafey also served in several boards of directors, including Popular, Inc., VISA Latin America and Caribbean, and VISA International. He is a NACD Board Leadership Fellow. Qualifications: Mr. Chafey’s governmental experience, operational management skills in the banking and financial industry, financial acumen, and executive leadership in a publicly traded company provide critical insight into business and financial matters to our Board. Committee positions: Chair of the Investment and Financing Committee, member of the Audit Committee and the Executive Committee.

	Manuel Figueroa-Collazo, PE, PhD Director since 2004 Independent Age: 65	Professional background: Mr. Figueroa-Collazo is the president of VERNET, Inc., an educational software development company, since 1999. He has over thirty years of experience in senior management positions in the computer, information and telecommunications industries. He was chief executive officer for Lucent Technologies, Mexico and a department head at AT&T Bell Laboratories. He is a NACD Board Leadership Fellow. Qualifications: Mr. Figueroa-Collazo brings to our Board considerable experience in information technology, international markets, and executive management insight, which is critical to our business. Committee positions: Chair of the Compensation and Talent Development Committee; member of the Corporate Governance and Nominating Committee and the Executive Committee.

	Antonio F. Faría-Soto Director since 2007 Independent Age: 68	Professional background: Mr. Faría-Soto held several senior positions within the commercial and investment banking industry until his retirement in 2006 and prominent positions in the government of Puerto Rico until 2004. He served as chair of the board of directors and chief executive officer of Doral Bank, from 2005 to 2006, and as president of the Government Development Bank for Puerto Rico from 2003 to 2004. He also served as president of the Economic Development Bank for Puerto Rico from 2002 to 2003, and before that, as Commissioner of Financial Institutions of Puerto Rico. He is a NACD Board Leadership Fellow. Qualifications: Mr. Faría-Soto’s broad understanding of the banking and financial industry, government regulation and public affairs, as well as his proven executive leadership provides a valuable perspective to our Board. Board and Committee positions: Chair of the Audit Committee; member of the Investment and Financing Committee and the Executive Committee

	Board composition and structure		· Our Board has currently fixed the number of directors at 10, comprised of three groups. With the passing of Ms. Soto-Martínez on March 28, 2016, the Board currently consists of 9 members. Ms. Soto-Martínez’ seat on the Board remains vacant while the Board considers a candidate for director. · Positions of chair of the board and chief executive officer are separated.
	Board independence		· 7 out of 9 of our current directors are independent. · Our president and chief executive officer is the only management director. · The Chair of the Board is not independent. · The Vice Chair of the Board is our lead independent director and leads in executive sessions with independent directors.
	Board Committees		· Five committees: Audit, Corporate Governance and Nominating, Compensation and Talent Development, Investment and Financing, and Executive. · Except for the Investment and Financing, and the Executive committees, in which the Chair of the Board is a member, all other committees are composed entirely of independent directors. · The president and chief executive officer is not appointed as a member of any committee. · Our Board and its committees have the authority to retain independent advisors.

Director	Audit	Compensation and Talent Development	Corporate Governance and Nominating	Investment and Financing	Executive
Luis A. Clavell-Rodríguez, Chair*				Member	Chair
David H. Chafey, Jr.	Member^#			Chair	Member
Cari M. Domínguez		Member	Member		Vice Chair
Antonio F. Faría-Soto	Chair			Member	Member
Manuel Figueroa-Collazo		Chair	Member		Member
Joseph A. Frick		Member	Member
Jorge L. Fuentes-Benejam			Chair	Member	Member
Roberto Santa María-Ros	Member^#			Member
Roberto García-Rodríguez, ex-officio*
*Not independent ^#Audit Committee financial expert

	Audit Committee
	Members: Messrs. Faría-Soto (chair), Chafey, and Santa María-Ros			The committee assists the Board, among other things, in fulfilling its oversight responsibilities relating to: · Integrity of the Company’s financial statements; · Effectiveness of the Company’s internal control over financial reporting; · Selection of the independent registered public account firm; · Performance of the Company’s internal audit function and independent registered accounting firm; and · Company compliance with laws and regulations.

	Compensation and Talent Development Committee
	Members: Messrs. Figueroa-Collazo (chair), and Frick, and Mrs. Dominguez			The committee is responsible, among other things, for the following matters: · Reviewing the compensation plan of our non-employee directors and making recommendations to the Board with respect to such compensation; · Evaluating the policies, program design and structure of, and reviewing and approving annual performance objectives relevant to, the compensation of the executive officers of the Company; · Overseeing the administration of and compliance with the Company’s incentive compensation plans, and making recommendations to the Board with respect to awards under such plans; and · Overseeing the Board’s annual review of succession planning with respect to our chief executive officer and other senior executives.

	Corporate Governance and Nominating Committee
	Members: Messrs. Fuentes-Benejam (chair), Figueroa-Collazo, Frick, and Mrs. Dominguez			The committee is responsible, among other things, for the following matters: · Recommending to the Board the criteria for the selection of individuals qualified to serve as directors; · Identifying individuals qualified to serve on the Board consistent with criteria approved by the Board; · Recommending the Board nominees for election as directors at any meeting of shareholders; · Developing and recommending to the Board a set of corporate governance principles; · Reviewing our corporate governance guidelines, our Code of Ethics, committee charters and other corporate documents and recommending changes to the Board, consistent with best practices; · Overseeing compliance with our corporate governance guidelines and practices, compliance with our Code of Ethics and director’s independence requirements; and · Overseeing of the enterprise risk management program.

	Investment and Financing Committee
	Members: Mr. Chafey (chair) Messrs. Faría-Soto, Clavell-Rodríguez, Fuentes-Benejam, and Santa María-Ros		The committee is responsible, among other things, for the following matters: · Recommending to the Board the Company’s investment policy and guidelines, and financing policies, procedures and activities in accordance with best practices, good corporate governance, and compliance with applicable laws and regulation; · Overseeing the Company’s investment portfolio and activities, including investment performance, risk management exposure, and our capital structure; and · Reviewing and providing advice to the Board with respect to financial and investment development and transactions.

	Executive Committee
	Members: Mr. Clavell-Rodríguez (chair), Mrs. Dominguez (vice chair), Messrs. Chafey, Faría-Soto, Figueroa-Collazo, and Fuentes-Benejam.		The committee is responsible, among other things, for the following matters: · Reviewing material policy, strategic and emerging issues of the Company; · Transacting administrative matters on behalf of the Board; and · Assisting the Board in discharging its duties between meetings of the Board, especially when timing is critical.

	Personal attributes		Competencies		Other considerations
·	Integrity and good reputation	·	Public company service	·	Independence
·	Independent judgment	·	Accounting and finance	·	Conflict of interest
·	Analytical thinking	·	Industry knowledge	·	Acceptance of the Company’s ethical norms and responsibilities
·	Educational background	·	Technology	·	Compliance with legal and regulatory requirements
·	Professional experience	·	International markets	·	Other commitments
·	Business acumen	·	Government and public policy	·	Peer-review and evaluation process
·	Commitment	·	Human resources
·	Diligence	·	Legal
·	Ability to serve	·	Executive leadership

	By Internet		Email us at investorrelations@ssspr.com (investor relations) or crodrig@ssspr.com (secretary)
	By mail		Triple-S Management Corporation c/o Secretary P.O. Box 363628 San Juan, Puerto Rico 00936-3628

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾		Percent of Class⁽³⁾
FMR LLC⁽⁴⁾		2,245,900		9.63	%
Abigail P. Johnson Fidelity Low-Priced Stock Fund 245 Summer Street Boston, Massachusetts 02210
Pzena Investment Management, LLC⁽⁵⁾		2,096,324		8.99	%
320 Park Avenue, 8^th Floor New York, NY 10022
Dimensional Fund Advisors LP⁽⁶⁾		2,032,121		8.71	%
Building One 6300 Bee Cave Road Austin, Texas 78746
BlackRock, Inc.⁽⁷⁾		1,652,612		7.1	%
55 East 52nd Street
New York, NY 10055

	Class A Shares				Class B Shares
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		% of Class		Amount and Nature of Beneficial Ownership⁽²⁾		Shares Acquirable Within 60 Days⁽³⁾		Total Shares Beneficially Owned		% of Class⁽³⁾
Directors and Nominees:
Luis A. Clavell-Rodríguez		0		0		45,701		0		45,701		*
David H. Chafey, Jr.		0		0		16,986		0		16,986		*
Cari M. Domínguez		0		0		14,481		0		14,481		*
Antonio F. Faría-Soto		0		0		24,148		0		24,148		*
Manuel Figueroa-Collazo		0		0		27,614		0		27,614		*
Joseph A. Frick		0		0		11,986		0		11,986		*
Jorge L. Fuentes-Benejam		0		0		20,814		0		20,814		*
Roberto Santa María-Ros		0		0		5,095		0		5,095		*

Named Executive Officers:
Roberto García-Rodríguez ⁽⁴⁾		0		0		46,405		0		46,405		*
Juan J. Román-Jimenez		0		0		8,071		0		8,071		*
Madeline Hernández-Urquiza		0		0		19,685		0		19,685		*
Eva G. Salgado-Micheo		0		0		53,024		0		53,024		*
Arturo L. Carrión-Crespo		0		0		42,285		0		42,285		*
All our directors, nominees and executive officers as a group (18 persons)		0		0		355,075		0		355,075		1.52	%

Name	Position(s) with the Company	Age
Juan J. Román-Jiménez	Executive Vice President and Chief Financial Officer	51
Madeline Hernández-Urquiza	President of Triple-S Salud, Inc., and President of Triple-S Advantage, Inc.	53
Eva G. Salgado-Micheo^*	President of Triple-S Propiedad, Inc.	60
Arturo L. Carrión-Crespo	President of Triple-S Vida, Inc.	59
José E. Novoa-Loyola	Chief Medical Officer	52
Juan J. Díaz-Goitía	Chief Information Officer	53
Hernando Ruiz-Jiménez	Chief Marketing and Communications Officer	50
Iraida T. Ojeda-Castro	Chief Human Resources Officer	62
Carlos L. Rodríguez-Ramos	Vice President of Legal Affairs, Chief Legal Counsel and Secretary	38

Name	Position (as of December 31, 2016)
Roberto Garcia-Rodriguez	President and chief executive officer
Juan J. Román-Jimenez	Executive Vice President and chief financial officer
Madeline Hernández-Urquiza	President of Triple-S Salud, Inc. our managed care subsidiary, and President of Triple-S Advantage, Inc., our Medicare Advantage subsidiary
Eva G. Salgado-Micheo	President of Triple-S Propiedad, Inc., our property and casualty insurance subsidiary
Arturo L. Carrion-Crespo	President of Triple-S Vida, Inc. our life insurance subsidiary

	Compensation component			Description of component		2016 highlights
	Base salary			· Designed to recognize individual contribution to the organization based on experience, knowledge and responsibilities. · Aimed to provide competitive compensation, appropriate incentives and financial stability to the NEOs for assuming a significant level of responsibility. · Targeted to be between the 25^th and 50^th percentile of comparable group. · Considers market-level salary, individual performance, and the Company’s overall financial results.		· During 2016, our NEOs received salary increases based on the Company’s 2015 financial results.

	Annual short-term cash incentive			· Focuses executives on achieving annual financial, operating, and individual objectives. · Supports long-term objective of creating shareholder value. · Provides, together with base salary, competitive cash compensation when our targeted performance objectives are met.		· During 2016 and 2017, NEOs received annual short-term compensation for 2015 and 2016, respectively, as described in the Summary Compensation Table.
	Long-term equity incentive			· Aligns management and shareholder interests. · Provides a variable portion of total compensation tied to our long-term market and financial performance. · Holds management responsible for their long-term decisions. · Supports the retention of a talented management team over time. · Emphasizes long-term performance by delivering 75% of the annual award value in performance equity grants that may be earned only if specific measures of operating performance are attained over a three-year period, with cliff vesting at the end of the third year. Remaining 25% of the equity award value is delivered in restricted stock, which vests over three years in increments of one third per year.		· For the three-year plan beginning in 2016, the Compensation and Talent Development Committee established three levels of goal attainment based on three-year cumulative premiums earned, operating income and earnings per share (“EPS”), and determined the corresponding award size for each performance level for each NEO. These goals were set based on what the committee believes to be minimally acceptable, challenging yet attainable, and exceptional performance in the context of our stated objectives for premiums earned, operating income and EPS. · Long-term incentives were granted to NEOs in 2016 as described in the Summary Compensation Table.