UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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| ☐ | | Preliminary Proxy Statement |
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| ☒ | | Definitive Proxy Statement |
| ☐ | | Definitive Additional Materials |
| ☐ | | Soliciting Material Pursuant to §240.14a-12 |
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WillScot CorporationMobile Mini Holdings Corp. |
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901 S. Bond Street, Suite 600
Baltimore, Maryland 21231
Phone (410) 931-6000
www.willscot.com
March 20, 2020
4646 E Van Buren St., Suite 400
Phoenix, Arizona 85008
(480) 894-6311
www.willscotmobilemini.com
Dear Fellow Stockholders:Stockholders:
2019 was a year of many significant accomplishments. AsYou are cordially invited to attend the 20202021 Annual Meeting of the Stockholders approaches, itof WillScot Mobile Mini Holdings Corp., virtually via webcast, on June 11, 2021, at 9:00 a.m., Pacific Daylight Time. 2020 was a transformational and exciting year for WillScot Mobile Mini. It is my privilege as Chairman of the Board to share detailsa few highlights with you.
•Executed Transformational Merger. WillScot and Mobile Mini merged on July 1, 2020, a combination of equals that leverages the progress thatcomplementary strengths of these outstanding businesses. The Board is pleased with the Boardsteps management has taken to solidify the Company’s long-term structure, align incentives, advance integration, and create value. The Company is well positioned to execute the next phase of Directors (the “Board”) made in 2019.its growth.
Strategy•Outperformed In Unprecedented Operating Environment. The Company was resilient as COVID-19 spread across the world, reacting quickly to reduce capital expenditures and Culture
Overseeing strategy is a core responsibility of the Board, and throughout the year, the Board remained highly engaged in the company's strategy of expanding its products and services; becoming an easier company with which to do business; and attracting, retaining and developing top talent. In 2019, discussions of strategy, profitability and growth occurred at every Board meeting. Additionally, discussions on how WillScot Corporation does business werevariable costs. As part of the ongoing dialogue. As WillScot Corporation continues to growBoard’s risk oversight function, management communicated with the Board frequently and move forward,efficiently during the company believes that having a diverse and inclusive culture and clear expectations for ethical conduct and exceptional performance are integral to maintaining a successful and sustainable enterprise.
I am proud to have fellow directors who are engaged with employees and committed to supporting the company's culture. Examples thatcrisis. The Company’s strong financial results demonstrate the Board's dedication include:
•Leadership Accountability. The Compensation Committee considers talent management, commitment to ethics and compliance, employee survey results, and success in fostering diversity and inclusion in senior leaders’ performance reviews and compensation decisions.effectiveness of these efforts.
•Engagement with EmployeesUpdated Corporate Governance. The Board routinely interacts with employees who have been identified as potential future leaders, and directors participate in company events throughouttook further steps to improve the year, providing opportunities to engage directly with the people driving the company’s results.
•Ethics and Conduct. Employees are encouraged to speak up when they identify an issue or have a concern. The Audit Committee receives comprehensive reports of issues and concerns obtained through various reporting channels, each of which is investigated, and the outcomesCompany’s corporate governance. Notable updates include conversion of all substantiated issues or concerns are reportedprior outstanding common stock classes to a single class of Common Stock, a recommendation to declassify the Audit CommitteeBoard structure by 2024 subject to a vote by shareholders, and we have commenced strategic planning in pursuit of environmental, social, and governance best practices across the Board.
•Acquisitions and Integration.organization. The Board discusses culture during the due diligencecontinually reviews and integration phasesupdates its policies in order to pursue high standards of all acquisitions. The Board understands and recognizes that it is a critical success factor, and the Board strives to be respectful of an acquired company’s culture while incorporating beneficial aspects of WillScot Corporation’s culture.
Risk Oversight
Risk oversight is another core Board function. In 2019, the Board reviewed and revised the company’s risk appetite framework to reflect the changes to the company over the last few years. This framework enables management and the Board to make informed judgments regarding risks and manage the company’s aggregate exposure consistent with the company’s business strategy and risk appetite.
Board Effectiveness
Many of the Board’s strengths are the direct result of its annual self-evaluation process. As a result of this process, in 2019, the Board implemented new governance policies to align with best practices and to benchmark its practices against other high-performing boards and companies. These policies include, but are not limited to, the following:
•A majority vote standard to elect directors;
•A prohibition on hedging, pledging, monetization or similar transactions of WillScot Corporation securities that applies to all employees;
•A clawback policy for cash and equity incentive compensation; and
•New stock ownership guidelines requiring non-employee directors to retain shares valued at 5x the cash portion of the standard annual retainer.
Additionally, I have personally reached out to many of our top twenty stockholders to explain our governance enhancements and to explain our compensation structure from 2017 through 2019. I hope these steps demonstrate the Board’s commitment to continuous improvement. As always, I am proud to work closely with management and my fellow directors to ensure that WillScot Corporation is a well-governed, stockholder-focused company with a strong culture that is positioned to deliver sustainable, long-term growth and profitability.
As a stockholder, you are cordially invited to attend the 2020 annual meeting of stockholders of WillScot Corporation which will be held on May 11, 2020, at 9:00 a.m., Eastern Daylight Time. You will be able to attend the 2020 annual meeting, vote, and submit your questions during the meeting via live webcast through the link http://www.virtualshareholdermeeting.com/WSC2020. You will need the control number included with these proxy materials to attend the annual meeting.
We have adopted this technology to expand access to the meeting, improve communications and impose lower costs on our stockholders, the company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. The online format allows us to communicate more effectively via a pre-meeting forum that you can enter by visiting http://www.virtualshareholdermeeting.com/WSC2020 with your control number. Additionally, given the heightened concerns around COVID-19, the virtual meeting format allows us to continue to proceed with the meeting while mitigating the health and safety risks to participants.
This year, we are pleased to be using the U.S. Securities and Exchange Commission (the "SEC") rule that allows companies to furnish proxy materials over the Internet. We believe that this delivery process expedites stockholders’ receipt of proxy materials, while conserving natural resources and reducing the costs of printing and distributing our proxy materials. On or about March 30, 2020, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2020 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Notice also provides instructions on how to vote online and includes instructions on how to receive, free of charge, a paper copy of the proxy materials by mail. If you receive your proxy materials by mail, a proxy card will be enclosed. If you receive your proxy materials via e-mail, the e-mail will contain voting instructions and links to the proxy materials which are available at http://investors.willscot.com.corporate governance.
The matters expected to be acted upon, as well as instructions on how to vote your shares, are described in detail in the accompanying notice of annual meeting and proxy statement.
Only stockholders of record at the close of business on March 16, 2020 areApril 12, 2021 are entitled to notice of and to vote at the annual meeting.
Your vote is important. If you hold your shares through a brokerage firm or bank, your brokerage firm or bank cannot vote your shares on the election of directors without specific instructions from you on how to vote. ForIn order for your vote to be counted, please ensure to submit your vote to your brokerage firm or bank.
We appreciate the confidence you have placed in us through your investment in our company.
Sincerely,
Erik Olsson
Non-Executive Chairman of the Board
Sincerely,
Gerard E. Holthaus
Chairman of the Board
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS AND ITEMS OF BUSINESS
Please follow the instructions set forth in the section of the proxy statement titled “Information about the Annual Meeting and Voting.” This meeting will be held virtually and not in person.
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| When | | Where | | Record Date | | Who Can Vote | |
MayJune 11, 20202021, at 9 a.m. EasternPacific Daylight Time | | http://www.virtualshareholdermeeting.com/WSC2020WSC2021
You will need the control number included with these proxy materials to attend the annual meeting. | | Close of Business on
March 16, 2020 April 12, 2021 | | Holders of WillScot’s Class A common stockWillScot Mobile Mini’s Common Stock at the close of business on March 16, 2020April 12, 2021 | |
VOTING
Your vote is very important. Whether or not you plan to attend the meeting via webcast, we hope you will vote as soon as possible. You can vote in person at the annual meeting by attending the live webcast or by proxy. Registered holders may vote their shares by mail, while beneficial owners may vote by following the instructions provided by your broker, bank or other agent. See the “Information about the Annual Meeting and Voting” section for instructions on how to vote your shares.
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| By Telephone | | | By Internet | | | By Mail | |
| ( | You can vote your shares by calling 1-800-690-6903 | | : | You can vote your shares online at www.proxyvote.com | | * | If you requested paper copies of the proxy materials, sign,Sign, date and return your completed proxy card by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717 |
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VOTING RECOMMENDATIONS
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| Proposal | | Description | | Board Voting Recommendation |
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| PROPOSAL 1 | | Elect threefour Class I directors to the Board of Directors to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified. | | FOR the listed nominees |
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| PROPOSAL 2 | | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20202021 | | FOR |
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| PROPOSAL 3 | | Approve or disapprove, by advisory vote, the compensation of our named executive officers. | | FOR |
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| PROPOSAL 4 | | DetermineApprove amendments to the frequencyAmended and Restated Certificate of Incorporation (“A&R Charter”) of the advisory vote onCompany to declassify the compensationBoard of our named executive officers.Directors. | | EVERY YEARFOR |
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| | Transact any other business that may properly come before the meeting. | |
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| Any action on the items of business described above may be considered at the meeting, at the time and on the date specified above, or at any time and date to which the meeting may be properly postponed or adjourned. |
By Order of the Board of Directors
Hezron Timothy LopezChristopher J. Miner
Executive Vice President and Chief Legal Officer
Vice President, General Counsel and Corporate Secretary
March 20, 2020
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders on May 11, 2020: Our notice of annual meeting and proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2019 are available on our website at http://investors.willscot.com.
WILLSCOT CORPORATIONMOBILE MINI HOLDINGS CORP.
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on MayJune 11,, 2020 2021
TABLE OF CONTENTS
We are sending you these proxy materials in connection with WillScot’sWillScot Mobile Mini’s solicitation of proxies, on behalf of its Board of Directors, for the 20202021 annual meeting of stockholders. DistributionPhysical distribution of these materials is scheduledexpected to begin on March 23, 2020.or prior to May 24, 2021, as requested.
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| 2019 BUSINESS HIGHLIGHTS | | | |
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| PROPOSAL 1 – ELECTION OF DIRECTORS | | | |
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| PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | |
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| AUDIT COMMITTEE REPORT | | | |
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| PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION (SAY-ON-PAY) | | | |
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| EXECUTIVE COMPENSATION | | | |
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| EXECUTIVE COMPENSATION TABLES | | | |
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| PROPOSAL 4 – ADVISORY (NON-BINDING) VOTE REGARDING FREQUENCYAPPROVE AMENDMENTS TO THE AMENDED AND RESTATED CERTIFICATE OF FUTURE SAY-ON-PAY PROPOSALS FOR (SAY-ON-PAY)INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS | | | |
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| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | |
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | |
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| MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS PROXY STATEMENT | | | |
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| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 20212022 ANNUAL MEETING | | | |
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| DELINQUENT SECTION 16(A) REPORTS | | | |
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| ACCESS TO ANNUAL REPORT ON FORM 10-K | | | |
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| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | | | |
2019 BUSINESS HIGHLIGHTS
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, included with this proxy statement, contains financial information prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”), along with additional non-GAAP financial information, some of which is excerpted below.
2019 was a transformational year for WillScot as we completed our integration of Modular Space Holdings, Inc. ("ModSpace") and realized significant cost synergies from both the ModSpace and Acton Mobile Holdings LLC (“Acton”) strategic transactions. The Acton acquisition occurred in December of 2017 and the ModSpace acquisition in August of 2018. Over the past two years, we have:
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| •ANNEX A | Consolidated over 200 combined operating locations into approximately 120 operating locations | A-1 | |
| • | Grown total revenues 138.6% from $445.9 million in 2017 to $1,063.7 million in 2019 | | |
| •ANNEX B | Increased Adjusted EBITDA(1) 187.7% from $123.9 million (excluding $15.1M of cost associated with our Corporate and Other segment representing costs from our former Parent) to $356.5 million.
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| PROXY VOTING CARD | | C-1 | |
(a) Adjusted EBITDA, Adjusted EBITDA Margin,On July 1, 2020 (the “Merger Date”), WillScot Corporation (“WillScot Corporation” or “WillScot”), through a subsidiary, completed a merger (the “Merger”) with Mobile Mini, Inc. (“MobileMini”), pursuant to an Agreement and Free Cash Flow are non-GAAP financial measures. For a discussionPlan of our useMerger dated as of non-GAAP financial measures, including a reconciliationMarch 1, 2020, as amended on May 28, 2020 (the “MergerAgreement”). Immediately following the Merger, the combined company changed its name to WillScot Mobile Mini Holdings Corp. (“WillScotMobileMini” or the “Company”) and filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of WillScot Class A common stock and converted such shares into shares of common stock, par value $0.0001 per share (the “Common Stock”), of WillScot Mobile Mini. WillScot Mobile Mini is the holding company for the Williams Scotsman and Mobile Mini operating companies. A more detailed description of the Merger can be found in the Current Reports on Form 8-K that we filed with the SEC on July 1, 2020.
In connection with the Merger and as contemplated by the Merger Agreement, on March 1, 2020, each of the members of WillScot Corporation’s Board of Directors delivered executed letters of resignation to take effect on the Merger Date. In connection with the Merger and effective as of the Merger Date, the Board of WillScot Mobile Mini was comprised of 11 directors: (i) Adjusted EBITDA to net income (loss)six directors designated by WillScot Corporation and (ii) free cash flowfive directors designated by Mobile Mini. The appointees from the WillScot Corporation were Gerard E. Holthaus, who serves as Lead Independent Director to net cash providedthe Board, Mark S. Bartlett, Jeff Sagansky, Bradley L. Soultz, Gary Lindsay and Stephen Robertson. The appointees from Mobile Mini were Erik Olsson, who serves as Chairman of the Board, Sara R. Dial, Jeffrey S. Goble, Kimberly J. McWaters, and Michael W. Upchurch.
On the Merger Date, TDR Capital LLP and certain of its affiliates (the “TDR Parties”) entered into a shareholders agreement with WillScot Mobile Mini (the “Shareholders Agreement”) that provides for, among other things, (a) certain TDR Parties' right to nominate (i) two directors to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of the Company’s Common Stock and (ii) one director to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of the Company’s Common Stock, (b) certain standstill obligations of the TDR Parties with respect to the Company’s Common Stock, and (c) certain restrictions on the TDR Parties' ability to transfer shares of the Company’s Common Stock. Two of the WillScot Corporation Appointees, Gary Lindsay and Stephen Robertson, were chosen by operating activities,the TDR Parties as members of the Company’s Board.
In connection with the Merger and effective on the Merger Date, Bradley L. Soultz, the Chief Executive Officer of WillScot Corporation, became the Chief Executive Officer of the Company, Kelly Williams, the President and Chief Executive Officer of Mobile Mini, became the President and Chief Operating Officer of the Company, Timothy Boswell, the Chief Financial Officer of WillScot Corporation, became the Chief Financial Officer of the Company, Christopher Miner, the General Counsel of Mobile Mini, became the Executive Vice President and Chief Legal Officer of the Company, and Hezron Lopez, the Vice President, General Counsel and Secretary of WillScot Corporation, became the Chief Human Resources Officer of the Company.
As of the Merger Date, the Company's headquarters was relocated to Phoenix, Arizona.
On February 25, 2021, the Company announced that Kelly Williams, its President and Chief Operating Officer, will leave the Company on July 31, 2021. For additional information, please see the “Reconciliation of non-GAAP Financial Measures” section beginning on page 32 in Item 6 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
(b) Based on WillScot financials excluding the Corporate & other segment, which represented former Algeco and corporate costs (in 2017 only). Pro forma results include the results of WillScot, Acton, and ModSpace for all periods presented. The Acton and ModSpace acquisitions closed December 20, 2017 and August 15, 2018, respectively. Does not include Onsite Space LLC (d/b/a Tyson Onsite (“Tyson").
For the year ended December 31, 2019, our achievements included:
•Total revenues increased by $312.3 million, or 41.6% as compared to the same period in 2018, driven by a 43.3% increase in our core leasing and services revenues from both organic pricing growth, and the impact of an additional 8.5 months of contribution from the ModSpace acquisition during 2019
◦Consolidated modular space average monthly rental rate increased to $614 representing an 11.2% increase year over year.
◦Consolidated average modular space units on rent increased 21,425, or 30.5%, year over year, driven by an additional 8.5 months of contribution from the ModSpace acquisition, and average modular space utilization increased 40 basis points (“bps”) year over year to 72.0%.
•On a pro forma basis, including results of WillScot and ModSpace for all periods presented, modular leasing revenues increased $53.4 million, or 7.7%, driven by a 13.7% year over year increase in modular space average monthly rental.Average units on rent decreased 4.3% year over year, and utilization increased 30 bps.
•Generated Adjusted EBITDA(1) of $356.5 million, representing an increase of $141.0 million, or 65.4% as compared to the same period in 2018, and a 480 bps increase to Adjusted EBITDA margin(1).
•On a pro forma basis, including the results of WillScot and ModSpace for all periods presented, Adjusted EBITDA(1) in 2019 of $356.5 million represents an increase of $72.0 million, or 25.3% organically from $284.5 million in 2018, with Adjusted EBITDA margin(1) increasing 680 bps on a pro forma basis to 33.5%. These pro forma results include realized cost savings from the ModSpace and Acton acquisitions, and incremental revenue growth from increased“Executive Compensation—Employment Agreements.”
penetration of "Ready to Work" solutions across the combined portfolio, but do not include any additional cost savings that management expects to realize in future years.
•Consolidated net loss of $11.5 million (including $46.0 million of discrete costs from acquisition and integration-related activities) decreased by $42.1 million, and free cash flow(1) of $20.0 million increased by $116.9 million year over year. Consolidated net income and free cash flow(1) in the fourth quarter of 2019 were $8.9 million and $43.7 million, respectively, increasing by $19.3 million and $63.8 million year over year, respectively, consistent with our planned transition to net profitability and cash generation.
For more information regarding the Company’s 2019 performance, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 that we filed with the SEC on March 2, 2020.
NOTABLE CORPORATE GOVERNANCE POLICY UPDATES AND CHANGES
SinceIn connection with the 2019 annual meetingMerger and with the affirmative vote of our stockholders, as of the Board has taken steps to strengthen its governance practices andMerger Date, we adopted the following:Company’s Amended and Restated Charter (“A&R Charter”) and the Company’s Amended and Restated Bylaws, (as subsequently amended on February 24, 2021, the “A&R Bylaws”) to define our governance practices. We also took other governance-related actions. Of note, we implemented the following as of the Merger Date or subsequent thereto:
•Majority-voting standardConversion and reclassification of all WillScot Class A Common Stock to elect directors;Common Stock;
•Conversion and elimination of WillScot Class B Common Stock;
•Supermajority approval of the Board for certain corporate actions;
•Related Party Transactions Committee and Charter;
•Revised, more robust Securities Trading Policy;
•The creation of the Lead Independent Director;
•Clearer and more comprehensive provisions regarding stockholder recommendations for directors, director nominations, and business to be brought before annual and special meetings;
•Clearer and more comprehensive provisions regarding the selection (as applicable) and responsibilities of the Chairman of the Board;
•Anti-hedging and anti-pledging policy applicable to all employees;
•A compensation clawback policy;
•Comprehensive stock ownership guidelines;guidelines for directors and senior management;
•Various changes to reflect best practices in light of current ESG (i.e., environmental, social, and governance)governance (“ESG”) considerations and standards, across all pertinent corporate governance documents and policies;
•Board approved oversight of ESG as a primary responsibility of the Nominating and Corporate Governance Committee;
•Oversight of human capital planning as a primary responsibility of the Compensation Committee;
•More inclusive and robust provisions regarding the consideration of diversity in identifying nominees to serve on the Board; and
•12-month minimum vesting for stock options and other equity awards.awards, including grants in connection with Board member compensation.
2017 BUSINESS COMBINATIONWe have also included a proposal in this Proxy Statement to declassify the Board by 2024.
WillScot Corporation (formerly known as Double Eagle Acquisition Corp.) was originally incorporated as a special purpose acquisition company formed forOn February 24, 2021, the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On November 29, 2017 (the “Combination Date”), we completed a transaction (the “Business Combination”) whereby (i) we indirectly acquired Williams Scotsman International, Inc. (“WSII”) for an aggregate purchase price of $1.1 billion, and (ii) Sapphire Holding S.a.r.l (“Sapphire”), which is an investment holding company controlled by TDR Capital LLP (“TDR Capital”) and an affiliate of WSII’s former owners, acquired a controlling interest in our voting securities.
As part of the Business Combination, our company changed its name to WillScot Corporation, reconstituted its Board of Directors unanimously approved an amendment and appointed new management. In reconstituting our Board, our former sponsor, Double Eagle Acquisition LLC,restatement of the Company’s bylaws to remove the requirement that the Company “shall” have a President and TDR Capital appointedChief Operating Officer, providing instead that the initial seven membersCompany “may” appoint either of our Board pursuantthese roles.
On February 25, 2021, the Company announced that Kelly Williams, its President and Chief Operating Officer, will leave the Company on July 31, 2021. The Company and Mr. Williams entered into a transition, separation and release agreement on February 25, 2021 relating to an amended Stock Purchase Agreement dated ashis transition and ultimate departure from the Company. Mr. Williams will support the Company in all matters relating to the orderly transition of November 6, 2017, a copy of which appears as exhibit 2.1 to Amendment No. 3 to our Registration Statement on Form S-4 (File No. 333 220356) filedhis duties and responsibilities. Furthermore, in conjunction with the SEC on November 6, 2017.
Additionalseparation agreement, the Company received an extension of Mr. Williams’ non-compete obligation from 2 years to 3 years; an extension of Mr. Williams’ non-solicitation obligation from 2 years to 5 years; and a clawback right in the event Mr. Williams breaches the aforementioned obligations. For additional information, regarding the Business Combination and related transactions is available in our Annual Report on Form 10-K that we filed with the SEC on March 2, 2020.please see “Executive Compensation—Employment Agreements.”
CORPORATE AND COMPENSATION GOVERNANCE HIGHLIGHTS
We believe our executive compensation program promotes good governance and operates in the best interests of our stockholders. We are committed to the highest standards of ethics, business integrity and corporate governance. Our governance practices are designed to establish and preserve management accountability, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use and accountability of resources, and enhance stockholder value. A summary of our compensation and governance practices appears below:
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| ü | Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | ü | Actively solicit feedback from our stockholders on compensation and governance matters | | X | Offer compensation-related tax gross-ups |
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| ü | Have pre-established performance goals that are aligned with creation of stockholder value | ü | Have Board oversight of ESG and other sustainability matters | | X | Allow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees |
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| ü | Conduct market comparison of executive compensation against a relevant peer group | ü | Elect directors by majority vote | | X | Allow pledging of our securities by directors, officers or other employees |
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| ü | Have double-trigger vesting for equity awards in the event of a change in control | ü | Have an independent ChairmanGrant the Board and each committee express authority to retain outside advisors | | X | Pay dividends on unearned performance-based awards |
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| ü | EquityHave an equity plan dilution within market practices | ü | Split the roles of Chairman and Chief Executive Officer | | X | Pay dividends on unvested time-basedTime-Based awards |
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| ü | Have stock ownership guidelines for executives and Directors that reinforce alignment with stockholders | ü | Perform annual Board and committee self-evaluations | | X | Grant stock options with exercise prices less than the fair market values of our common stock on the grant date |
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| ü | ClawbackHave a clawback policy that authorizes recovery of cash and equity incentive compensation | ü | Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines | | X | Reprice or buy-out underwater stock options without stockholder approval |
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| ü | CashHave cash severance within market practices | ü | Perform an annual review of a CEO succession plan | | X | Conduct buy-outs of underwater stock options |
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| ü | Provide senior executives generally the same benefits as full-time employees | ü | Perform an annual review of senior management | | X | Provide reload provisions in any stock option grant |
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| ü | Mitigate undue risks, particularly by annual review of plans, policies and practices | ü | Have a Nominating and Corporate Governance Committee with oversight ofover the Company’s governance framework.framework | | X | Provide defined benefit pension plans for executives |
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| ü | Have an independent compensation consultant advising the Compensation Committee | ü | Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee | | X | Have any significant perquisites |
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| ü | Have a plan to eliminate the classified board structure by 2024 | ü | Have a Related Party Transaction Committee comprised of independent directors | | | |
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STOCKHOLDER ENGAGEMENT
We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to our business, financial performance, corporate governance and compensation, and our Lead Independent Director and Chairman of the Board hashave historically personally reached out to stockholders as part of our outreach program. We believe that stockholder feedback is vital, and we highly value the information we glean from these engagements. In particular, our stockholders’ views and opinions on our compensation practices are extremely important to us. As stewards of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, metrics that drive the performance the Company desires, stockholder views, input from a third-party compensation consultant and other governance considerations.
HUMAN CAPITAL MANAGEMENT
As of December 31, 2020, we employed approximately 4,300 people worldwide, the majority of which are full time. Of these employees, approximately 3,800 are employed in North America (including Canada and Mexico) and approximately 370 are employed in the UK, and approximately 100 are employed in Mexico. We have collective bargaining agreements in portions of our Mexico-based operations representing approximately 2% of our worldwide employees. Approximately 86% of employees work in our 275 branch locations and additional drop lots, while 14% serve in various corporate functions. We have not experienced a strike or significant work stoppage, and we consider our relations with the labor unions and employees to be good.
In the Merger, we combined workforces of approximately 2,411 and 1,958 employees and added to our footprint in the United Kingdom and increased our footprint in North America.
The Chief Human Resources Officer along with other members of our executive leadership team, and with guidance from the Company’s Board, develop and execute the Company’s human capital strategy. This includes attracting, acquiring, developing, protecting and engaging talent to deliver on the Company’s strategy, designing employee compensation and benefits programs and developing and integrating the Company’s inclusion and diversity (“I&D”) initiatives.
We believe that our people are our most valuable asset. Our Company values are lived through our employees, acknowledged by our vendors and aligned to the needs of our customers and communities. Our values provide the basis of our approach to human capital management as well as how we treat our stakeholders.
Company Values
•Dedicated to Health & Safety: We are subject to certain environmental, health and safety and other laws and regulations in countries, states or provinces, and localities in which we operate. The Company’s health and safety programs are designed around global standards with appropriate variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of the Company’s operations. We take responsibility for our own well-being and for those around us. Health and safety are first, last and everything in-between.
•Committed to Inclusion & Diversity: We are stronger together when we celebrate our differences and strive for inclusiveness. We believe that a rich culture of inclusion and diversity enables us to create, develop and fully leverage the strengths of our workforce to exceed customer expectations and meet our growth objectives. We encourage collaboration and support the diverse voices and thoughts of our employees and communities.
•Driven to Excellence: We measure success through our results and achievement of our goals. We continuously improve ourselves and our products and services in pursuit of maximizing stockholder value.
•Trustworthy & Reliable: We hold ourselves accountable to do the right thing especially when nobody’s looking.
•Devoted to Our Customers: We anticipate the growing needs of our customers and strive to exceed their expectations and make it easy to do business with us.
•Community Focused: We actively engage in the communities we serve and deliver sustainable solutions.
Inclusion and Diversity (I&D)
We encourage and empower the diverse voices and contributions of our stakeholders to drive increased market share and global value. In 2020, we established a role in our Human Resources Department to lead our I&D efforts globally. Our developing Inclusiveness Resource Teams are established to support our employees and provide opportunities for exposure, development and contribution to the organization. We expect to achieve the Company’s aspirations by (i) having regular board oversight of the Company’s I&D efforts, and (ii) improving I&D initiatives throughout the complete lifecycle of employee engagement (from recruitment, through development and advancement).
COVID-19 Safety Protocols
Our business, along with the rest of the world, faced unprecedented challenges in 2020 due to the impact of COVID-19. We remained dedicated to protecting the health and safety of our employees and customers and adjusted our business to meet various country, state and local requirements. We are considered an “essential business” and our employees are considered “essential workers”. We have continued to service our customers throughout the pandemic, while implementing health and safety protocols to protect our visitors, employees, and customers.
We follow US Centers for Disease Control and Prevention and/or applicable country, state and local guidelines at the locations where we operate. To comply with public health guidance and reduce the risk of COVID-19 transmission, visitors, customers, and employees are required, prior to commencing work at our facilities and offices each day, to check their temperature and complete a daily symptom certification that is documented and reviewed by our COVID team members. We provide masks and hand sanitizer to our visitors, customers, and employees, as well as require adherence to appropriate social distancing practices and regularly recurring cleaning/ sanitization protocols at our locations. COVID-19 testing for employees is covered by insurance and we actively track key COVID metrics.
Health and Wellness
The health and wellness of WillScot Mobile Mini employees is an extremely important facet of our workplace environment. We offer several health and wellness incentives to our employees. Our employee assistance program provides a variety of services to employees in need and was especially important during 2020 as COVID-19 impacted our workforce in different ways. We responded to the pandemic by continuing to prioritize employee health and safety as we conducted our business.
OUR APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We are committed to upholding the highest standards when it comes to our environmental and social responsibilities, as well as the safety of our employees and our business partners. The principal products we provide to our customers are long-lived, reusable and renewable assets that produce minimal waste. Our Board, at the direction of its Nominating and Corporate Governance Committee, is actively involved in the development of our ESG strategy and approach. In 2020, we conducted an assessment of our readiness to pursue an ESG strategy with the goal of determining our focus areas and develop a strategy by early 2022. Over the next several years, we will focus on numerous initiatives in the areas of environmental, social and governance, including the following focus areas, which will lead to our formal strategy roll out by early 2022:
Focus Areas
•Environmental:
◦Reduce greenhouse gas emissions as part of our operations
◦Reduce waste delivered to landfills
◦Improve energy efficiency of our products over time
•Social
◦Improve inclusion & diversity across the organization
◦Focus on community partnering across all of our locations
◦Remain diligent in placing safety first & always
◦Improve health & wellness opportunities for all our employees
◦Improve customer engagement & relations
•Governance
◦Continue to align our corporate governance structure with our ESG strategy
◦Improve the diversity of our Board and management
CORPORATE GOVERNANCE
Members of our Board of Directors
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| | | | Committee Membership |
| Name and Principal Occupation | Age | Position | Term Expires | Audit | Comp. | Nom. / Gov. | Rel Party Trans |
Mark S. Bartlett(2) | 70 | Director (Class III) | 2023 | x | x | | x |
| Certified public accountant | | | | | | | |
Sara R. Dial(1)(2) | 57 | Director (Class I) | 2021 | | x | x | |
| President and CEO, Sara Dial & Associates | | | | | | | |
Jeffrey S. Goble(2) | 60 | Director (Class II) | 2022 | | x | x | x |
| CEO and Founder, Providien, LLC | | | | | | | |
Gerard E. Holthaus(1)(2) | 71 | Lead Independent Director (Class I) | 2021 | x | | x | x |
| Lead independent director | | | | | | |
Gary Lindsay(1) | 41 | Non-Independent Director (Class I) | 2021 | | | | |
| Partner, TDR Capital LLP | | | | | | | |
Kimberly J. McWaters(1)(2) | 56 | Director (Class I) | 2021 | x | | | x |
| President and CEO, Fresh Start Women’s Foundation | | | | | | | |
| Erik Olsson | 58 | Non-Independent Chairman of the Board (Class III) | 2023 | | | | |
| Chairman of the Board | | | | | | |
| Stephen Robertson | 61 | Non-Independent Director (Class II) | 2022 | | | | |
| Co-Founder TDR Capital LLP | | | | | | | |
Jeff Sagansky(2) | 69 | Director (Class II) | 2022 | | x | x | x |
| Chairman and CEO, Diamond Platinum Eagle Acquisition Corp. | | | | | | | |
| Bradley L. Soultz | 51 | Non-Independent Director (Class III) | 2023 | | | | |
| President and CEO of Company | | | | | | | |
Michael W. Upchurch(2) | 60 | Director (Class III) | 2023 | x | | | x |
| Executive Vice President and Chief Financial Officer for Kansas City Southern | | | | | | | |
(1) Director standing for re-election at the Annual Meeting
(2) Independent Director
(x) Chairperson of the committee
Information about our Board and Committees
| | | | | | | | | | | |
| Members | Independent Members | Meetings During Fiscal Year 2020 |
| Full Board | 11 | 7 | 13 |
| Audit Committee | 4 | 4 | 10 |
| Compensation Committee | 4 | 4 | 5 |
| Nominating and Corporate Governance Committee | 4 | 4 | 4 |
| Related Party Transaction Committee | 6 | 6 | 2 |
EXECUTIVE COMPENSATION OVERVIEW
Our executive compensation program aims to attract and retain experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational and strategic objectives that produce and promote stockholder value. This executive compensation overview and the accompanying compensation discussion and analysis (“CD&A”) are designed to provide an overview of our compensation actions and policies for our senior level executives. Our named executive officers are identified on page 2532 of this proxy statement.
Principal Elements of Pay
Our compensation program strongly emphasizes a culture of pay for performance to provide incentives and accountability for our executive officers in working toward the achievement of our objectives. The table below outlines each of the principal elements of our executive compensation program:
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| Pay Element | | Who Receives | | When Granted | | Form of Delivery | | Type of Performance | | Performance Period | | How Payout Determined | | 20192020 Performance Measures |
| Base Salary | | All named executive officers | | Bi-weekly | | Cash | | Short-term emphasis (fixed) | | Bi-weekly | | Pre-established at each payroll date | | Individual |
| | | | | | | | | | | | | | |
| Short-Term Cash Incentive (“STIP”) | | All named executive officers | | Annually | | Cash | | Short-term emphasis (variable) | | 1 year | | Pre-established formula | | Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization (“Adjusted EBITDA”), Lease Revenue Delivered, Value-Added Products and Services (“VAPS”)(1) Revenue Delivered and for our CEO and CFO, related individual goals |
| | | | | | | | | | | | | | |
Market-BasedPerformance-Based RSUs(2) | | All named executive officers | | Annually | | Equity | | Long-term emphasis (variable) | | 3 years
(cliff vesting) | | Pre-established formula | | Relative TSR vs. Russell 3000S&P MidCap 400 Index(3) |
| | | | | | | | | | | | | | |
| Time-Based RSUs | | All named executive officers | | Annually | | Equity | | Long-term emphasis (variable) | | 4 years
(ratable annual vesting) | | Stock price at each vesting date | | Stock price |
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(1) Lease Revenue Delivered and VAPS were not included in 2020 for Kelly Williams, our President and Chief Operating Officer and Christopher Miner, our Chief Legal Officer. Messrs. Williams’ and Miner’s 2020 STIP was determined based on Mobile Mini’s consolidated adjusted EBITDA performance for the second half of 2020 (Q3 and Q4).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the relative total stockholder return ("TSR") of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
Pay Decisions
The elements of our total direct compensation, which consist of base salary, short-term cash incentive compensation and long-term equity incentive compensation, for our named executive officers and a summary of the actions that our Compensation Committee took during 20192020 are set forth below.
In connection with the Merger, we entered into new employment agreements with our executives providing new base compensation and retention and incentive arrangements post-Merger. We entered into employment agreements with Bradley L. Soultz, the Chief Executive Officer of WillScot Corporation, who became the Chief Executive Officer of the Company, Kelly Williams, the President and Chief Executive Officer of Mobile Mini, who became the President and Chief Operating Officer of the Company, Timothy Boswell, the Chief Financial Officer of WillScot Corporation, who became the Chief Financial Officer of the Company, Hezron Lopez, the Vice President, General Counsel and Secretary of WillScot Corporation, who became the Chief Human Resources Officer of the Company and Christopher Miner, the General Counsel of Mobile Mini who became the Chief Legal Officer of the Company, which became effective upon and were subject to the completion of the Merger. The Boards of Directors and the Compensation Committees of WillScot Corporation and Mobile Mini, Inc. were involved in the process of implementing those agreements, and in doing so, the Compensation Committee followed steps similar to those that it followed for WillScot Corporation executives prior to the Merger.
The elements of our total direct compensation, which consist of base salary, short-term cash incentive compensation and long-term equity incentive compensation, for our NEOs and a summary of the actions our Compensation Committee took during 2020 are set forth below.
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| Compensation Component | | Link to Business and Talent Strategies | | 20192020 Compensation Actions |
| | | | |
Base Salary (Page 31)38) | | Competitive base salaries help attract and retain executive talent. | | Merit based increases for 2019,2020, ranging from 6.6%6.3% to 25%23.5%, to reflect role and responsibility changes and increases, respectively; strong Company and individual performance; and for improved alignment with market compensation levels.levels on a post-Merger basis. |
| | | | |
STIPShort-Term Cash Incentive (“STIP”) Compensation(1)
(Page 32)38) | | Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance. | | Named executive officers earned annual cash incentive awards ranging from 82%115% to 100%127% of target (Adjusted EBITDA payout above target; Lease Revenue Delivered and VAPS Revenue Delivered below target.target). Individual Performance for both our CEO and CFO was 141%200% of target).target. However, our CEO agreed to forgo his 200% attainment related to his individual performance given the impact of COVID-19 on Company employees and in order to align, at 115%, with the broader group of corporate executives whose payouts were at the 115% level. Additionally, our CFO agreed to forgo 50% of his 200% attainment in order to align with other executives. Further in 2020, the CEO delayed the effectiveness of his merit increase from March to July in recognition of the impact of COVID-19 on the business and employees. |
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Long-Term Equity Incentive Compensation(2)(3) (Page 34)40) | | •20192020 annual equity-based awards consist of performance share units (“Market-Based RSUs”)Performance-Based RSUs and restricted stock units (“RSUs”).Time-Based RSUs. •Market-BasedPerformance-Based RSUs are measured based on 3-year relative total shareholder return performance,TSR, measured against constituent companies in the Russell 3000 index.S&P MidCap 400 Index. •Time-Based RSUs provide focus on stock price growth and serve our talent retention objectives.objectives •Special awards for retention purposes | | •The equity award mix, based on the grant date fair value, consists of 60% Market-BasedPerformance-Based RSUs and 40% Time-Based RSUs for the CEO and CFO and is equally weighted between Market-BasedPerformance-Based RSUs and Time-Based RSUs for the other named executive officers. •Market-BasedPerformance-Based RSUs are subject to a 3-year performance period (2019(2020 - 2021)2022). •Time-Based RSUs vest over four years, in equal annual installments. |
(1) Lease Revenue Delivered and VAPS were not included in 2020 for Kelly Williams, our President and Chief Operating Officer and Christopher Miner, our Chief Legal Officer. Messrs. Williams’ and Miner’s 2020 STIP was determined based on Mobile Mini’s consolidated adjusted EBITDA performance for the second half of 2020 (Q3 and Q4).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the relative total stockholder return ("TSR") of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
Pay Mix
Because we believe we should base the compensation of our most senior executives on our overall performance, a significant amount of our executives’ pay is incentive-based and therefore at risk. In 2019,2020, as shown in the following chart, performance-linked components (STIP and long-term incentive compensation) were 84%81% of the CEO's target total direct compensation opportunity, which we define as base salary, target STIP and target value of long-term incentive compensation, and 53%66% of the average target total direct compensation opportunity for the other named executive officers (excluding the former General Counsel).officers.
For specific details about our executive compensation program, please refer to the CD&A.
PROPOSAL 1 – ELECTION OF DIRECTORS
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| Proposal Snapshot | |
| What Am I Voting On? | |
Stockholders are being asked to elect threefour Class I directors to the Board of Directors for a three-year term. | |
| C | Voting Recommendation: FORthe election of each of the Board’s director nominees named in the proxy statement.Proxy Statement. |
Board Structure
Our Board consists of seven members. Iteleven members and is divided into three classes (Classclasses: Class I, Class II, and Class III) with staggered three-yearIII. Pursuant to the terms with oneof the Merger, each Class I director, Class II director and Class III director has been elected to an initial term to expire at the first, second, and third annual meeting of stockholders following the Merger Date, respectively. Upon the expiration of the initial terms for each class of directors, the directors of each class will be elected each year.for a term of three years. The division of our Board into staggered classes may delay or prevent a change of control of our management or our company.Company.
The Board currently consists of eleven directors as follows:
Class I (Term expiring in 2021): Ms. Dial, Mr. Holthaus, Mr. Lindsay and Ms. McWaters;
Class II (Term expiring in 2022): Mr. Goble, Mr. Robertson and Mr. Sagansky; and
Class III (Term expiring in 2023): Mr. Bartlett, Mr. Olsson, Mr. Soultz, and Mr. Upchurch.
Our current Class I directors, Ms. Dial, Mr. Holthaus, Mr. Lindsay and Ms. McWaters, have been re-nominated by our Board to serve as Class I directors and have each agreed to stand for reelection. Each director elected at the Annual Meeting will serve for a term ending on the date of the third annual meeting of stockholders following his or her election and until his or her successor is elected and has formed three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the “Governance Committee”).
been qualified, or until his or her earlier death, resignation, or removal. As noted above, at the Merger Date, the TDR Parties entered into the Shareholders Agreement with WillScot Mobile Mini that provides for, among
other things, certain TDR Parties' right to nominate (i) two directors to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of the Company’s Common Stock and (ii) one director to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of the Company’s Common Stock. Gary Lindsay is one of the nominees of the TDR Parties.
As noted in Proposal No. 4 below, we are seeking stockholder approval to amend our A&R Charter in order to de-classify our Board. If our stockholders approve Proposal No. 4, the classified board structure would phase out over the next three years such that all directors would be up for election on an annual basis beginning at the 2024 Annual Meeting.
Director Nominations
Process for Nominating Directors
The Nominating and Corporate Governance Committee (the “Governance Committee”) solicits and receives recommendations for potential director candidates from stockholders, management, directors and other sources. The Board will select nominees based on independence, character, ability to exercise sound judgment, diversity, age, demonstrated leadership, qualifications, skills, including financial literacy, experience in the context of the needs of the Board, and other relevant factors.
TheThe Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types provides significant benefits to the company.Company. The Board actively seeks and includes women and minority candidates in the pool of nominees when selecting new director candidates.
The Governance Committee considers unsolicited inquiries and director candidates recommended by stockholders in the same manner as candidates from all other sources. Recommendations should be sent to the Corporate Secretary at 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231.400, Phoenix, Arizona 85008.
Stockholder Nominations
Stockholders may nominate a director candidate for potential election to the Board by following the procedures described in our bylaws.A&R Bylaws. Deadlines for stockholder nominations for WillScot’s 2021WillScot Mobile Mini’s 2022 annual meetingmeeting of stockholders are included in the “Stockholder Proposals and Director Nominations for the 20212022 Annual Meeting” section on page 51.58.
Director Nominee Biographies & Qualifications
The Board has nominated the three individuals below to stand for election for a three-year term expiring at the annual meeting of stockholders in 2023. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.
The Board of Directors Unanimously Recommends That You Vote FOR the Following Three Nominees of the Board of Directors.
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Gary Lindsay | | | | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: | | | | | | | |
| | | | | | | | | | |
| Director Since: 2017
Director Class: III
Term Expires:2020
Age: 40
| | & | Leadership | | 8 | Finance | | % | Industry |
| | | | | | | | | | |
| | | 6 | Strategy | | | | | | |
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| | | The Board believes that Mr. Lindsay’s experience in acquiring, financing and developing companies (including the Algeco Scotsman portfolio of companies), together with his experience with our company and the industrial services industry, enable him to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Mr. Lindsay is a partner at TDR Capital LLP, a London-based private equity firm with more than €8 billion of committed capital. He has worked as a member of the firm’s investment team since 2008, and he is involved in the day-to-day management of several TDR Capital portfolio companies (including our company prior to the Business Combination). Prior to joining TDR Capital LLP, Mr. Lindsay worked in the chemicals & industrials investment banking teams at both Citi and Bear Stearns in London and New York. | | | | | | | | | | |
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Other Public Company Directorships in the Last 5 Years | | | | | | | | | | |
• Target Hospitality Corp. | | | | | | | | | | |
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Stephen Robertson | | | | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: | | | | | | | |
| | | | | | | | | | |
| Director Since: 2017
Director Class: III
Term Expires:2020
Age: 60
| | & | Leadership | | 8 | Finance | | % | Industry |
| | | | | | | | | | |
| | | 6 | Strategy | | | | | | |
| | | | | | | | | | |
| | | The Board believes that Mr. Robertson’s experience with mergers and acquisitions, private equity and leverage finance, together with his extensive knowledge of our company and the industrial services industry, enable him to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Mr. Robertson is a co-founder of TDR Capital, a London-based private equity firm with more than €8 billion of committed capital. As a founding partner, he is heavily involved in the firm’s strategic investment decisions, including acquisitions, capitalizations and monetizations. Prior to co-founding TDR in 2002, Mr. Robertson was managing partner at DB Capital Partners, where he helped build the European leveraged buyout arm of Deutsche Bank into a leading buyout firm in Europe. He also previously spent a year as managing director of European Leveraged Finance at Merrill Lynch and nine years as managing director of European Leveraged Finance at Bankers Trust. | | | | | | | | | | |
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Other Public Company Directorships in the Last 5 Years | | | | | | | | | | |
• Target Hospitality Corp. | | | | | | | | | | |
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Jeff Sagansky | | | | | | | | | | |
| Independent | | Key Skills and Qualifications: | | | | | | | |
| | | | | | | | | | |
| Director Since: 2015
Director Class: III
Term Expires:2020
Age: 68
| | & | Leadership | | 8 | Finance | | : | Public Company |
| | | | | | | | | | |
| | | 6 | Strategy | | O | Independence | | | |
| | | | | | | | | | |
| | | The Board believes that Mr. Sagansky’s experience with mergers and acquisitions and capital raising, together with his experience as an executive and director of growth-oriented public and private companies, enable him to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Mr. Sagansky is presently Chairman and CEO of Diamond Platinum Eagle Acquisition Corp., a Nasdaq listed special purpose acquisition company (from March 2019) which in December of 2019 announced a three way business combination with Draft Kings, a U.S. based digital sports entertainment and gaming company and SB Tech, a global leader in omni-channel sports betting and gaming.
Mr. Sagansky is the former chairman and CEO of Platinum Eagle Acquisition Corp. (December 2017-March 2019), a Nasdaq listed special purpose acquisition company which in March 2019 completed a business combination that resulted in the creation of Target Hospitality Corp. He served as our Chairman and CEO (August 2015-November 2017) prior to the Business Combination. Mr. Sagansky previously served as president of Silver Eagle Acquisition Corp. (July 2013-March 2015), a publicly-traded special purpose acquisition company that invested in Videocon d2h, a direct-to-home pay-television service provider in India.
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Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Board of Directors | | | | | | | |
• Target Hospitality Corp.
• Diamond Eagle Acquisition Corp.
• Scripps Networks Interactive, Inc. (former)
• Starz, Inc. (former)
• Videocon d2H Limited (former)
• Global Eagle Entertainment Inc. | | | • Compensation Committee
• Governance Committee - Chair
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Continuing Director Biographies & Qualifications
The individuals below are members of our Board whose terms of office expire at the annual meeting of stockholders in 2021 or 2022. Accordingly, these directors are not standing for re-election at our 2020 annual meeting.
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Mark S. Bartlett | | | | | | | | | | |
| Independent | | Key Skills and Qualifications: | | | | | | | |
| | | | | | | | | | |
| Director Since: 2017 Director Class: I
Term Expires: 2021 Age: 69
| | & | Leadership | | 8 | Finance | | % | Industry |
| | | | | | | | | | |
| | | 6 | Strategy | | O | Independence | | : | Public Company |
| | | | | | | | | | |
| | | The Board believes that Mr. Bartlett’s accounting and finance expertise, experience as a director of public and private companies, and knowledge of our company and industry enable him to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Mr. Bartlett is a former partner of Ernst & Young LLP. He joined the accounting firm in 1972 and worked there until his retirement in 2012, serving as managing partner of the firm’s Baltimore office and senior client service partner for the mid-Atlantic region. He is a certified public accountant. | | | | | | | | | | |
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Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Board of Directors | | | | | | | |
• FTI Consulting, Inc.
• Rexnord Corporation
• T. Rowe Price Group, Inc. | | | • Audit Committee - Chair
• Governance Committee
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Bradley L. Soultz | | | | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: | | | | | | | |
| | | | | | | | | | |
| Director Since: 2017 Director Class: I
Term Expires: 2021 Age: 50
| | & | Leadership | | 8 | Finance | | % | Industry |
| | | | | | | | | | |
| | | 6 | Strategy | | | | | | |
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| | | The Board believes that Mr. Soultz’s insight into our company and industry from his role as our president and CEO, together with his leadership and business experience with multinational companies focused on “lean” practices and processes, enable him to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Mr. Soultz is president and CEO of WillScot. Prior to becoming WillScot’s president and CEO on the Combination Date, he served as president and CEO of WSII (January 2014-November 2017), where he was responsible for the strategic and operational aspects of WSII’s North American business and for helping prepare the company for its reemergence as a public company. Before joining WSII, Mr. Soultz was the chief commercial and strategy officer of Novelis Inc., the world leader in aluminum rolling and recycling. He previously held various leadership roles with Novelis and Cummins in Europe and North America. | | | | | | | | | | |
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Gerard E. Holthaus | | | | | | | | | | |
| Independent | | Key Skills and Qualifications: | | | | | | | |
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| Chairman of the Board Since: 2017
Director Since: 2017
Director Class: II
Term Expires: 2022 Age: 70
| | & | Leadership | | 8 | Finance | | % | Industry |
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| | | 6 | Strategy | | O | Independence | | : | Public Company |
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| | | The Board believes that Mr. Holthaus’ history with Williams Scotsman, dating back to 1994 when he was hired as its CEO, provides deep industry knowledge. This knowledge, combined with his experience as an executive and director of public and private companies, enables him to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Mr. Holthaus is the former non-executive chairman of Algeco Scotsman Global S.á.r.l. (April 2010-November 2017), the leading global provider of modular space solutions. He previously served as executive chairman and CEO of Algeco Scotsman, where he was responsible for its North American and European operations, and as executive chairman, president and CEO of WSII prior to its acquisition by Algeco Scotsman in 2007. Mr. Holthaus has also served as interim CEO of BakerCorp International (June-September 2013), an equipment rental services company. | | | | | | | | | | |
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Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Board of Directors | | | | | | | |
• FTI Consulting, Inc.
• BakerCorp International, Inc. (former)
• Neff Corporation (former) | | | • Audit Committee
• Compensation Committee - Chair
• Governance Committee
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Rebecca L. Owen | | | | | | | | | | |
| Independent | | Key Skills and Qualifications: | | | | | | | |
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| Director Since: 2019 Director Class: II
Term Expires: 2022 Age: 58
| | & | Leadership | | 8 | Finance | | % | Industry |
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| | | 6 | Strategy | | O | Independence | | : | Public Company |
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| | | The Board believes that Ms. Owen’s experience as an executive and director of public and private companies, together with her experience with leading real estate businesses and knowledge of the real estate industry (including construction projects and associated risks), enable her to provide meaningful guidance to our Board. | | | | | | | |
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Principal Occupation and Business Experience | | | | | | | | | | |
Ms. Owen is founder and chairwoman of Battery Reef, LLC, a commercial real estate investment and management company. From 1995 until January 2019, she served in various roles at Clark Enterprises, Inc., a private investment firm, and its affiliates, including senior vice president of Clark Enterprises, Inc. (1995-2019), president of CEI Realty, Inc (2015-2019), and chief legal officer of Clark Enterprises, Inc. (1995-2017). | | | | | | | | | | |
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Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Board of Directors | | | | | | | |
• Jernigan Capital, Inc. | | | • Audit Committee
• Compensation Committee | | | | | | | |
Majority Voting for Director Elections
Our Bylaws have a majority vote standard for the election of directors. In an uncontested election, the number of votes cast favoring each director nominee’s election must exceed the number of votes cast against that nominee’s election for stockholders to elect the nominee. If an incumbent director is not elected, the director nonetheless would remain in office until his or her successor is elected. As a result, our Bylaws require such incumbent director to tender his or her resignation to the Chairman of the Board promptly following certification of the stockholder vote. Promptly after the Chairman of the Board receives such resignation, the Governance Committee will consider the resignation and recommend to the Board whether the Board should accept the tendered resignation or reject it based on all relevant factors. The Board must act on that recommendation no later than 90 days after the meeting at which the election took place. The Board’s decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC. Any shares not voted, whether due to abstentions or broker non-votes, will not have an impact on the election of directors.
Relevant Director Skills
The Board believes that our directors and director nominees, as a whole, have the necessary experience and expertise, and each director possesses the particular attributes that qualify him or her to serve on our Board. The principalrelevant skills, experiences, attributes and/or qualifications are:are described below.
| | | | | | | | | | | |
| & | Leadership | | Executive experience managing business operations and strategic planning allows Board members to effectively oversee our company’sCompany’s complex operations. |
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| 8 | Finance | | Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee our company’sCompany’s financial position and results and the accurate reporting thereof and to assess the strategic objectives. |
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| % | Industry | | Experience in or with the specialty rental services industry, including modular space and portable storage products and services, allows Board members to evaluate our company’sCompany’s business model and strategies and the industry in which we compete. |
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| 6 | Strategy | | Knowledge of or experience in strategic combinations, expansions and operations is important to facilitate robust discussions of strategy, profitability and growth among our Board members and our company’sCompany’s management team. |
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| O | Independence | | Independence under both the SEC regulations and Nasdaq listing standards is a vital component of our governance practices. |
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| : | Public Company | | Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with various stakeholders interested in these issues and understanding the impact of various policies on our company.Company. |
Director Nominee Biographies & Qualifications
The Board has nominated the four individuals below to stand for election for a three-year term expiring at the annual meeting of stockholders in 2024. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.
The Board of Directors Unanimously Recommends That You Vote FOR the Following Four Nominees of the Board of Directors.
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| Sara R. Dial | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2020 Director Class: I Term Expires: 2021 Age: 57 | & | Leadership | | 6 | Strategy | | O | Independence |
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| : | Public Company | | | | | | |
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| The Board believes that Ms. Dial’s experience in government relations, together with her experience with the economic development industry and her experience on public company boards, enables her to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Ms. Dial served as a Director of Mobile Mini since August 2014 and has served as a Director of WillScot Mobile Mini since the Merger Date. Since 1996, Ms. Dial has been the President and CEO of Sara Dial & Associates, a global economic development and government relations consulting firm based in Phoenix, Arizona. She is Lead Director of Grand Canyon Education, Inc., a member of the Advisory Board of BBVA in Phoenix and has served on numerous boards of not-for-profit organizations. She became a National Association of Corporate Directors Board Leadership Fellow in 2019. Ms. Dial is a graduate of Stanford University. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
| • Grand Canyon Education, Inc (Lead Director) | | • Compensation Committee - Chair
• Governance Committee |
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| Gerard E. Holthaus | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2017 Director Class: I Term Expires: 2021 Age: 71 | & | Leadership | | 8 | Finance | | % | Industry |
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| 6 | Strategy | | O | Independence | | : | Public Company |
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| The Board believes that Mr. Holthaus’ history with Williams Scotsman, dating back to 1994 when he was hired as its CEO, provides deep industry knowledge. This knowledge, combined with his experience as an executive and director of public and private companies, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Holthaus serves as the Lead Independent Director of WillScot Mobile Mini. He served as Non-Executive Chairman of WillScot Corp. from November 2017 until the Merger Date and is the former Non-Executive Chairman of Algeco Scotsman Global S.á.r.l. (April 2010-November 2017). Prior to November 2007, Mr. Holthaus served as Executive Chairman and CEO of Algeco Scotsman and as Executive Chairman, President and CEO of Williams Scotsman International Inc. (“WSII”) prior to its acquisition by Algeco Scotsman in 2007. Mr. Holthaus is Non-Executive Chairman of FTI Consulting and the Board of the Baltimore Life Companies. He is also a Director of Nesco Holdings, Inc. Mr. Holthaus is a graduate of Loyola University Maryland. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
• FTI Consulting, Inc.
• BakerCorp International, Inc. (former)
• Neff Corporation (former)
• NESCO Holdings | | • Audit Committee
• Related Party Transactions Committee
• Governance Committee - Chair |
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| Gary Lindsay | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: |
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Director Since: 2017 Director Class: I Term Expires:2021 Age: 41 | & | Leadership | | 8 | Finance | | % | Industry |
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| 6 | Strategy | | | | | | |
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| The Board believes that Mr. Lindsay’s experience in acquiring, financing and developing companies (including the Algeco Scotsman portfolio of companies), together with his experience with our Company and the industrial services industry, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Lindsay has served as a Director since November 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. He is a partner at TDR Capital LLP, a London-based private equity firm, where he has worked as a member of the firm’s investment team since 2008. Prior to joining TDR Capital LLP, Mr. Lindsay worked in the chemicals and industrials investment banking teams at both Citi and Bear Stearns in London and New York. He also serves as a Director at Target Hospitality Corp. Mr. Lindsay is a graduate of the University of Strathclyde and the University of Edinburgh. |
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| Other Public Company Directorships in the Last 5 Years |
| • Target Hospitality Corp. | | | |
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| Kimberly J. McWaters | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2020 Director Class: I Term Expires: 2021 Age: 56 | 6 | Strategy | | % | Industry | | O | Independence |
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| : | Public Company | | & | Leadership | | | |
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| The Board believes that Ms. McWaters’ experience in general management, business development/strategic planning and sales and marketing, as well as her experience as a director of a public company enables her to provide meaningful guidance to our Board. |
|
| Principal Occupation and Business Experience |
| Ms. McWaters served as a Director of Mobile Mini since August 2014 and has served as a Director of WillScot Mobile Mini since the Merger Date. Since February 2021 she has served as President and CEO of Fresh Start Women’s Foundation. She retired as President and CEO of Universal Technical Institute, Inc. (“UTI”), the nation’s leading provider of transportation industry technician training, in October 2019 after 35 years with the company. She has served as a Director on UTI’s Board of Directors since 2005 and has served as a Director of the Penske Automotive Group, Inc. since 2004. Additionally, Ms. McWaters has served on the boards of directors of the Boys and Girls Clubs of Metropolitan Phoenix and Fresh Start Women’s Foundation for more than a decade. Ms. McWaters is a graduate of the University of Phoenix. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
• Penske Automotive Group, Inc.
• Universal Technical Institute, Inc. | | • Audit Committee
• Related Party Transactions Committee |
Continuing Director Biographies & Qualifications
The individuals below are members of our Board whose terms of office expire at the annual meeting of stockholders in 2022 or 2023. Accordingly, these directors are not standing for re-election at our 2021 annual meeting.
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| Jeffrey S. Goble | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2020 Director Class: II Term Expires: 2022 Age: 60 | & | Leadership | | O | Independence | | 6 | Strategy |
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| : | Public Company | | | | | | |
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| The Board believes that Mr. Goble’s experience in business, finance and manufacturing, as well as his entrepreneurial perspective, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Jeffrey S. Goble served as a Director of Mobile Mini since February 2006 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Goble is Managing Partner of Mockingbird Capital, LLC, which invests in and operates companies in the medical device sector. From 2010 - 2019, Mr. Goble served as CEO and Founder of Providien, LLC. He also served as CEO of Access Scientific, LLC, from 2014 until 2020. Mr. Goble is a graduate of Arizona State University. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
| | • Compensation Committee
• Governance Committee
• Related Party Transactions Committee - Chair |
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| Stephen Robertson | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: |
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Director Since: 2017 Director Class: II Term Expires:2022 Age: 60 | & | Leadership | | 8 | Finance | | % | Industry |
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| 6 | Strategy | | | | | | |
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| The Board believes that Mr. Robertson’s experience in strategic investing, including acquisitions, capitalizations and monetizations, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Robertson has served as a Director since November 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Robertson is a co-founder of TDR Capital, a London-based private equity firm. Since co-founding TDR in 2002, he has been heavily involved in the firm’s strategic investment decisions, including acquisitions, capitalizations and monetizations. Prior to co-founding TDR in 2002, Mr. Robertson was managing partner at DB Capital Partners, Managing Director of European Leveraged Finance at Merrill Lynch and Managing Director of European Leveraged Finance at Bankers Trust. He also serves as a Director at Target Hospitality Corp. Mr. Stephenson is a graduate of Aberdeen University. |
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| Other Public Company Directorships in the Last 5 Years |
| • Target Hospitality Corp. | | |
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| Jeff Sagansky | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2017 Director Class: II Term Expires:2022 Age: 69 | & | Leadership | | 8 | Finance | | : | Public Company |
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| 6 | Strategy | | O | Independence | | | |
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| The Board believes that Mr. Sagansky’s experience with mergers and acquisitions and capital raising, together with his experience as an executive and director of growth-oriented public and private companies, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Sagansky has served as a Director since November 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. He was Chairman and CEO of Diamond Platinum Eagle Acquisition Corp., a Nasdaq listed special purpose acquisition company from March 2019 to April 2020, when the company effected a three-way merger with Draft Kings, a U.S.-based digital sports entertainment and gaming company and SB Tech, a global leader in omni-channel sports betting and gaming. Mr. Sagansky served as Chairman and CEO of Platinum Eagle Acquisition Corp. from December 2017 to March 2019, a Nasdaq-listed special purpose acquisition company, which in March 2019 completed a business combination that resulted in the creation of Target Hospitality Corp; he served as Chairman and CEO from August 2015 to November 2017 prior to the business combination. He is a Director at Target Hospitality Corp., Diamond Eagle Acquisition Corp., and Falcon Capital Acquisition Corporation. Mr. Sagansky is a graduate of Harvard College and Harvard Business School. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
• Target Hospitality Corp.
• Diamond Eagle Acquisition Corp. (former)
• Scripps Networks Interactive, Inc. (former)
• Starz, Inc. (former)
• Videocon d2H Limited (former)
• Global Eagle Entertainment Inc. (former)
• Falcon Capital Acquisition Corp. | | • Compensation Committee
• Governance Committee
• Related Party Transactions Committee |
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| Mark S. Bartlett | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2017 Director Class: III Term Expires: 2023 Age: 70 | & | Leadership | | 8 | Finance | | % | Industry |
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| 6 | Strategy | | O | Independence | | : | Public Company |
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| The Board believes that Mr. Bartlett’s accounting and finance expertise, experience as a director of public and private companies, and knowledge of our Company and industry enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Bartlett has served as a Director since 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Bartlett is a former partner of Ernst & Young LLP, joining the firm in 1972 and retiring as partner in 2012. He serves as a Director at FTI Consulting, Inc., Rexnord Corporation and T. Rowe Price Group, Inc. Mr. Bartlett is a graduate of West Virginia University and a Certified Public Accountant. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
• FTI Consulting, Inc.
• Rexnord Corporation
• T. Rowe Price Group, Inc. | | • Audit Committee - Chair
• Compensation Committee
• Related Party Transactions Committee |
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| Erik Olsson | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: |
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Director Since: 2020 Director Class: III Term Expires: 2023 Age: 58 | & | Leadership | | 8 | Finance | | % | Industry |
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| 6 | Strategy | | : | Public Company | | | |
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| The Board believes that Mr. Olsson’s history with the Company provides deep industry knowledge. This knowledge, combined with his extensive leadership experience, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Olsson became Mobile Mini’s Non-Executive Chairman of the Board on October 1, 2019 and has continued in this capacity for WillScot Mobile Mini since the Merger Date. Mr. Olsson previously served as Mobile Mini’s Chief Executive Officer and a member of the Board beginning in March 2013, and further served as Mobile Mini’s President from March 2013 to October 2019. He is Chairman of the board of Ritchie Brothers Auctioneers Incorporated, the world’s largest industrial auctioneer, and a Director of the boards of Dometic Group AB, a global manufacturer of products for mobile living and Pontem Corporation, an industrial SPAC. Mr. Olsson also serves on the board of directors of St. Mary’s Foodbank Alliance, one of the world’s largest food banks. Mr. Olsson is a graduate of the University of Gothenburg, Sweden. |
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| Other Public Company Directorships in the Last 5 Years |
• Dometic Group AB
• Ritchie Brothers Auctioneers, Inc.
• Pontem Corporation | | |
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| Bradley L. Soultz | | | | | | | |
| Non-Independent | | Key Skills and Qualifications: |
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Director Since: 2017 Director Class:III Term Expires: 2023Age: 51 | & | Leadership | | 8 | Finance | | % | Industry |
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| 6 | Strategy | | | | | | |
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| The Board believes that Mr. Soultz’s insight into our Company and industry from his role as our president and CEO, together with his leadership and business experience with multinational companies focused on “lean” practices and processes, enables him to provide meaningful guidance to our Board. |
|
| Principal Occupation and Business Experience |
| Mr. Soultz is CEO of WillScot Mobile Mini and served as President and CEO of WillScot prior to the Merger. Prior to becoming WillScot’s President and CEO in November 2017, he served as President and CEO of WSII from January 2014 to November 2017, where he was responsible for the strategic and operational aspects of WSII’s North American business and for helping prepare the Company for its reemergence as a public company. Before joining WSII, Mr. Soultz was the Chief Commercial and Strategy Officer of Novelis Inc., the world leader in aluminum rolling and recycling. He previously held various leadership roles with Novelis and Cummins in Europe and North America. Mr. Soultz is a graduate of Purdue University. |
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| Michael W. Upchurch | | | | | | | |
| Independent | | Key Skills and Qualifications: |
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Director Since: 2019 Director Class: III Term Expires: 2023 Age: 60 | & | Leadership | | 8 | Finance | | | |
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| 6 | Strategy | | O | Independence | | | |
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| The Board believes that Mr. Upchurch’s experience in business and finance, as well as his leadership experience at large companies, enables him to provide meaningful guidance to our Board. |
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| Principal Occupation and Business Experience |
| Mr. Upchurch served as a Director of Mobile Mini since 2019 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Upchurch is Executive Vice President and Chief Financial Officer for Kansas City Southern (“KCS”), a transportation holding company that has railroad investments in the U.S., Mexico and Panama, linking the commercial and industrial centers of North America. Mr. Upchurch has been Chief Financial Officer at KCS since October 2008, having joined the company in March 2008. Mr. Upchurch is a graduate of Kansas State University and is a Certified Public Accountant. |
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| Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Mobile Mini Board of Directors |
| | • Audit Committee
• Related Party Transactions Committee |
Majority Voting for Director Elections
Our A&R Bylaws have a majority vote standard for the election of directors. In an uncontested election, the number of votes cast favoring each director nominee’s election must exceed the number of votes cast against that nominee’s election for stockholders to elect the nominee.
If an incumbent director is not elected, the director nonetheless would remain in office until his or her successor is elected. As a result, our A&R Bylaws require such incumbent director to tender his or her resignation to the Chairman of the Board within five days following certification of the stockholder vote. Promptly after the Chairman of the Board receives such resignation, the Governance Committee will consider the resignation and recommend to the Board whether the Board should accept the tendered resignation or reject it based on all relevant factors. The Board must act on that recommendation no later than 90 days after the meeting at which the election took place. The Board’s decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC. Any shares not voted, whether due to abstentions or broker non-votes, will not have an impact on the election of directors.
Director Meeting Attendance
Board and Committee Meetings
Directors are expected to participate in all meetings of the Board and each committee on which he or she serves. In 2019,2020, the Board held 1813 meetings, the Audit Committee held 1110 meetings, the Compensation Committee held 35 meetings, the Nominating and Corporate Governance Committee held 4 meetings and the GovernanceRelated Party Transactions Committee held 32 meetings. Each director attended no less than 75%100% of the meetings held by the Board and each standing committee and other committee on which he or she served in 2019.2020, or during the period each director served on such committee following the Merger, as applicable.
Other Meetings
Our independent directors meet in closed (executive) sessions, without the presence of management. Furthermore, our independent directors met in closed (executive) sessions without the presence of Management and Messrs. Robertson or Lindsay. The Chairman of the BoardOur Lead Independent Director chairs the meetings of the independent directors, which coincide with regular meetings of the Board.
Directors are expected to attend our annual stockholders meetings. Each of our directors who was a director of WillScot at the time of our 2020 annual stockholders meeting attended the 2019 annual stockholders meeting.
Committees of the Board of Directors
Committee Membership
Each standing committee of the Board is currently composed of independent directors. In addition, each committee operates under a written charter. The committee charters are reviewed annually, and more frequently as necessary, to address any new rules or best practices relating to the responsibilities of the applicable committee, or changes to such rules and best practices. The applicable committee recommends changes to its own charter and submits such recommended changes to the
Governance Committee, which recommends action by the Board. All charter amendments are submitted to the Board for approval.
A copy of each committee charter is available on our corporate website at http://investors.willscot.com/www.willscotmobilemini.com/corporate-governance/governance-overview.committee-composition.
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| Audit Committee |
| Compensation Committee |
| Governance Committee | | Related Party Transactions Committee |
Mark Bartlett *, ** | | Gerard E. HolthausSara R. Dial *
| | Jeff SaganskyGerard E. Holthaus *, **
| | Jeffrey S. Goble * |
Gerard E. Holthaus ** | | Rebecca L. OwenMark Bartlett ** | | Sara R. Dial | | Mark Bartlett ** |
| Kimberly J. McWaters | | Jeffrey S. Goble | | Jeffrey S. Goble | | Gerard E. Holthaus** |
Rebecca L. OwenMichael W. Upchurch ** | | Jeff Sagansky | | Mark BartlettJeff Sagansky | | Kimberly J. McWaters |
| | | | | | Jeff Sagansky |
| | | | | | Michael W. Upchurch ** |
*Denotes Committee Chair **** Denotes Financial Expert | | | | |
Audit Committee
The Board has determined that each Audit Committee member is independent and otherwise qualifies as an Audit Committee member pursuant to applicable rules of the SEC and the NASDAQ Capital Market (“Nasdaq”). The Board has determined that Mark S. Bartlett, and Gerard E. Holthaus and Michael W. Upchurch each qualifies as an “audit committee financial expert” within the meaning stipulated by the SEC, based upon the education and experience described in histheir biography.
The Audit Committee’s primary responsibilities are to monitor: (i) the integrity of our financial statements and accounting and financial reporting processes; (ii) our compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications, performance, and independence; (iv) the performance of our internal audit and disclosure controls functions; and (v) our risk management framework, including cybersecurity.
In discharging these responsibilities, the Audit Committee, among other things: (i) selects, oversees, and retains our independent auditor; (ii) reviews and discusses the scope of the annual audit and written communications by our independent auditor to the Audit Committee and management; (iii) oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow; (iv) approves audit and non-audit services by our independent auditor and applicable fees; (v) reviews and discusses our periodic reports filed with the SEC; (vi) reviews and discusses our earnings press releases and communications; (vii) oversees our internal audit activities; (viii) oversees our disclosure controls and procedures and reviews our internal controls over financial reporting; (ix) reviews and discusses risk assessment and risk management policies and practices, including cybersecurity; (x) oversees the administration of our Code of Business Conduct and Ethics and other ethics policies; (xi) oversees and periodically reviews and edits our Whistleblower Policy; (xii) reviews, discusses, and approves insider and affiliated person transactions;(xiii) administers the policy with respect to the hiring of former employees of our independent auditor; and (xiv) with respect to all of the foregoing responsibilities, interfaces with management, the independent auditor, the internal audit department, and any other parties to discuss, review, and execute such responsibilities. In addition, the Audit Committee performs an annual self-evaluation, reviews its charter and recommends changes to the Governance Committee for submission to the Board for approval, and prepares the Audit Committee report required to be included in our annual proxy statement. In 2020, due to the Merger and in connection with adding new members to the committees, the Audit Committee did not perform an annual self-evaluation.
Compensation Committee
The Board has determined that all current Compensation Committee members are non-employee directors and qualify as independent directors. In considering whether a member of the Board is qualified to serve on the Committee, the Board considers all factors specifically relevant to determining whether a director has a relationship to the companyCompany that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the companyCompany to such director; and (ii) whether such director is affiliated with the company,Company, a
subsidiary of the company,Company, or an affiliate of a subsidiary of the companyCompany (affiliate status is defined generally as having control of, or being controlled by, another person). For part of 2019, Stephen Robertson, who is not an independent director, was a member of the Compensation Committee as permitted by Nasdaq rules.Consistent with Nasdaq Rule 5605(d)(2)(B), Mr. Robertson resigned effective October 31, 2019 not as a result of any disagreement between Mr. Robertson and the company, its management, or the Board or any committee of the Board.
The Compensation Committee and the Board solicit recommendations from our CEO and other officers regarding compensation matters, including the compensation of executive officers and key employees other than our CEO. They assist the Compensation Committee by providing information such as financial results, short-term and long-term business and
financial plans, and strategic objectives, as well as their views on elements of our compensation program and compensation levels. Our CEO attended all of the Compensation Committee meetings held in 2019,2020, although he did not participate in any portion of the meetings related to his compensation and performance. Only members of the Compensation Committee vote on matters before that committee. The primary responsibilities of the Compensation Committee include: (i) reviewing non-executive director compensation and recommending changes to the Board for approval; (ii) approving our CEO’s compensation; (iii) reviewing the compensation of other named executive officers; (iv) administering our executive officer compensation plans, as well as any equity-based compensation plans and any other compensation arrangements, including approving awards thereunder, to the extent such plans and arrangements affect executive officers; (v) establishingoverseeing objective performance goals, individual award levels, and operative and subjective performance measures, and overseeing all aspects of executive officer incentive compensation; (vi) reviewing and approving any employment agreements, severance arrangements, change in control agreements and severance protection plans, and other contracts, arrangements, or provisions affecting executive officers; (vii) reviewing the compensation disclosures in the annual proxy statement and annual reportAnnual Report on Form 10-K filed with the SEC and discussing the disclosures with management; (viii) performing annual performance evaluations of our executive officers; (ix) performing an annual self-evaluation; (x) reviewing its charter and recommending changes to the Governance Committee for submission to the Board for approval; (xi) submitting all equity-based compensation plans, executive officer compensation plans, and material revisions to such plans to a vote of the Board, and to a vote of stockholders if required; and (xii) preparing the Compensation Committee report required to be included in our annual proxy statement; and (xiii) oversightoverseeing of the Company’s diversity and inclusion initiatives; and (xiv) oversight of the Company’s public policy, environmental and social responsibilityhuman capital planning initiatives.
Compensation Consultant
Under its charter, the Compensation Committee is authorized to select, retain, and direct the activities, and terminate the services, of compensation advisors, as well as approve fees and expenses of such advisors. The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. The Compensation Committee periodically evaluates FW Cook’s independence from management, taking into consideration all relevant factors, including the independence factors specified in SEC regulations and Nasdaq listing rules.
In 2019,2020, FW Cook advised the Compensation Committee on certain executive and director compensation matters. Neither FW Cook nor our companyCompany provided any services to the other during 2019,2020, other than the advisory services provided by FW Cook to the Compensation Committee. The Compensation Committee has considered all factors relevant to FW Cook's independence from management under SEC and Nasdaq rules and has concluded that FW Cook's work has not raised any conflicts of interest.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee serves as, or has in the prior three years served as, one of our officers or employees at any time, except that Jeff Sagansky served as our president and CEO prior to the Business Combination.time. None of our executive officers serves as, or in the prior three years has served as, a member of the board or compensation committee of any other company that has an executive officer serving as a member of our Board or the Compensation Committee.
Nominating and Corporate Governance Committee
The Board has determined that all Nominating and Corporate Governance Committee members are non-employee directors and qualify as independent directors.
The primary responsibilities of the Nominating and Corporate Governance Committee include: (i) identifying and qualifying the annual slate of directors for nomination by the Board; (ii) assessing the independence of our directors; (iii) identifying and qualifying the candidates for Chairman of the Board and for membership and chairmanship of the committees for appointment by the Board and additionally considering the rotation of members of the committees and chairs of the committees; (iv) considering, from time to time, and at least once annually, the operations of the committees, including accepting input from the committees with respect to the responsibilities and organization of such committees and proposing changes to the Board; (v) identifying and qualifying candidates to fill vacancies occurring between annual meetings of stockholders for election by the Board; (vi) monitoring compliance with, considering and reviewing proposed changes to, and periodically assessing the effectiveness of, our Corporate Governance Guidelines, the committee charters, and other policies and practices relating to corporate governance, including, as applicable, for submission to the Board for approval; (vii) monitoring and reviewing responses to stockholder communications with non-management directors together with the Chairman of the Board; (viii) overseeing the process for
director education and Board and committee self-evaluations; (ix) overseeing the process relating to succession planning for our CEO and other executive officer positions; (x) reviewing its charter and recommending changes to the Board for approval; and (xi) performing an annual self-evaluation. self-evaluation; and (xii) overseeing the Company’s public policy and ESG strategy and initiatives.
Related Party Transactions Committee
In connection with the Merger, we have established a Related Party Transactions Committee (the “RPT Committee”) and have adopted a Related Party Transactions charter. The Board has determined that all the RPT Committee members are non-employee directors and qualify as independent directors. The primary responsibilities of the RPT Committee include: (i) approval and ratification of related party transactions that must be disclosed in our proxy statement under SEC rules; (ii) approval and ratification of transactions that could potentially cause a non-employee director to cease to qualify as an independent director under the Nasdaq requirements and (iii) establishing standing pre-approvals for certain related party transactions. In determining whether to approve or ratify a related party transaction, the RPT Committee will take into account, among other factors it deems appropriate, the material terms of the transaction, the nature of the related party's interest in the transaction, the significance of the transaction to the related party, the nature of the related party's relationship with the Company, the significance of the transaction to the Company, and whether the transaction would be likely to impair the judgment of a director or executive officer of the Company.
Risk Management
Throughout the year, the Board, through and in cooperation with its relevant committees and management, also receives reports and acts upon various enterprise risk management issues and dedicates a portion of the Board’s meetings to reviewing and discussing specific risk topics in greater detail, including risks related to cybersecurity.
Director Compensation
Following the Merger, the Company’s independent compensation consultants recommended a re-evaluation and updating of the compensation package of the Board of Directors, for competitive alignment to the marketplace. As a result of this study new retainer and equity grants levels were instituted. Cash adjustments were provided to certain directors to equalize them to the new cash retainer levels for the remainder of 2020 and to transition them to the new fee structure.
In 2019,2020, the annual compensation package for non-employee directors consisted of:of the following, pre- and post-merger. We note that the Non-Executive Chair retainers were historically positioned towards the high end of market practice due to the additional work related to the going public transaction, and subsequent transformative acquisitions.However, effective July 1, 2020, the Non-Executive Chair retainers were reduced to align with median market practice.
| | | | | | | | |
Type of Fee |
| Amount ($) |
Retainers |
|
|
Non-Executive Chair Cash(a)
|
| $275,000 |
Non-Executive Chair Restricted Stock (one year vesting)(a)(b)
| | $275,000 |
All Other Non-Executive Directors Cash |
| $75,000 |
All Other Non-Executive Directors Restricted Stock (one year vesting) | | $100,000 |
Committee Chair Stipend |
|
|
Audit Committee |
| $30,000 |
Compensation Committee |
| $15,000 |
Governance Committee |
| $10,000 |
Meeting fees(c)
|
| $1,000 / meeting |
| | | | | | | | | | | | | | |
| Type of Fee |
| Amount ($) |
| | Prior to 7/1/2020 | | Post 7/1/2020(c) |
| Retainers |
|
| | |
Non-Executive Chair Cash(a) |
| $275,000 | | $ | 135,000 | |
Non-Executive Chair Restricted Stock (one year vesting)(a) | | $275,000 | | $ | 185,000 | |
Lead Independent Director Cash(a) | | Not Applicable | | $ | 105,000 | |
Lead Independent Director Stock (one year vesting)(a) | | Not Applicable | | $ | 125,000 | |
| All Other Non-Executive Directors Cash |
| $75,000 | | $ | 75,000 | |
| All Other Non-Executive Directors Restricted Stock (one year vesting) | | $100,000 | | $ | 125,000 | |
| | | | |
| | Cash | | Cash |
| Committee Chair / Member Stipend |
|
| | |
| Audit Committee |
| $30,000 / $0 | | $30,000 / $10,000 |
| Compensation Committee |
| $15,000 / $0 | | $22,500 / $7,500 |
| Governance Committee |
| $10,000 / $0 | | $15,000 / $6,000 |
Meeting fees(b) |
| $1,000 (b) | | — | |
(a) We also providePrior to July 1, 2020, we provided to the Chair customary administrative support and a cell phone, and we reimbursereimbursed him for certain club membership dues of a de minimis value. This was continued for the Lead Independent Director in 2020, post 7/1/2020.
(b) This amount increased from $250,000Prior to $275,000, beginningJuly 1, 2020, with the annual grant made for the 2019-2020 director award cycle.
(c) With respect to each standing committee of the Board that holds more than six meetings in a calendar year, an annual cash amount will bewas paid to each committee member who participatesparticipated in more than six meetings. The annual cash amount will bewas determined by multiplying (i) a $1,000 meeting fee and (ii) the number determined by subtracting six from the total number of committee meetings attended by a committee member during the calendar year. This provision was eliminated effective July 1, 2020.
2019(c) Prior to July 1, 2020, the Company paid its directors their cash component following its annual stockholders meeting; and, Mobile Mini paid its directors quarterly. In order to equalize Board retainer and Committee Chair fees for the remainder of 2020 and transition to the new Company fee structure and payment timing for the continuing Mobile Mini directors, the following payments were made in 2020: Mark S. Bartlett $6,534, Gerard Holthaus $8,712, Jeff Sagansky $3,049, Sara Dial $90,169, Jeffrey S. Goble $77,101, Kimberly J. McWaters $74,052, Erik Olsson $117,612, Michael W. Upchurch $74,052.
2020 Non-Employee Director Compensation Table
The table below summarizes the compensation paid to theour non-employee directors for the year ended December 31, 2019.2020. Mr. Soultz is a member of the Board but does not receive any additional compensation for services provided as a director.
| | Director Name | Director Name |
| Fees Earned or Paid in Cash ($)(a) | | Stock Awards ($)(b) | | Total ($) | Director Name |
| Fees Earned or Paid in Cash ($)(a) | | Stock Awards ($)(b) | | Total ($) |
| Mark S. Bartlett | Mark S. Bartlett |
| $ | 105,000 | | | $ | 100,000 | | | $ | 205,000 | | Mark S. Bartlett |
| $ | 121,534 | | | $ | 100,000 | | | $ | 221,534 | |
|
| |
| |
| |
| Sara R. Dial | | Sara R. Dial | | $ | 90,169 | | | $ | — | | | $ | 90,169 | |
| Jeffrey S. Goble | | Jeffrey S. Goble | | $ | 77,101 | | | $ | — | | | $ | 77,101 | |
| Gerard E. Holthaus | Gerard E. Holthaus |
| $ | 290,000 | | | $ | 275,000 | | | $ | 565,000 | | Gerard E. Holthaus |
| $ | 308,712 | | | $ | 275,000 | | | $ | 583,712 | |
|
| |
| |
| |
Gary Lindsay(c) | Gary Lindsay(c) |
| $ | 75,000 | | | $ | 100,000 | | | $ | 175,000 | | Gary Lindsay(c) |
| $ | 75,000 | | | $ | 100,000 | | | $ | 175,000 | |
|
|
| |
| |
| |
| Rebecca L. Owen | | $ | 100,000 | | | $ | 100,000 | | | $ | 200,000 | | |
| | Kimberly J. McWaters | | Kimberly J. McWaters | | $ | 74,052 | | | $ | — | | | $ | 74,052 | |
| Erik Olsson | | Erik Olsson | | $ | 117,612 | | | $ | — | | | $ | 117,612 | |
Rebecca L. Owen(d) | | Rebecca L. Owen(d) | | $ | 80,000 | | | $ | 100,000 | | | $ | 180,000 | |
Stephen Robertson(c) | Stephen Robertson(c) | | $ | 75,000 | | | $ | 100,000 | | | $ | 175,000 | | Stephen Robertson(c) | | $ | 75,000 | | | $ | 100,000 | | | $ | 175,000 | |
| | Jeff Sagansky | Jeff Sagansky | | $ | 85,000 | | | $ | 100,000 | | | $ | 185,000 | | Jeff Sagansky | | $ | 88,049 | | | $ | 100,000 | | | $ | 188,049 | |
| Michael W. Upchurch | | Michael W. Upchurch | | $ | 74,052 | | | $ | — | | | $ | 74,052 | |
(a) The amounts in this column represent annual cash retainers and fees paid during 2019.2020.
(b) The amounts reflected in this column represent the aggregate grant date fair value of the restricted stock awards computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value of the stock awards under ASC 718 is calculated based on the number of shares of our Class A common stockCommon Stock underlying the award, multiplied by the closing price of a share of our Class A common stockCommon Stock on the date of grant. The Mobile Mini continuing directors did not receive stock awards from the Company because such continuing directors received their stock compensation from Mobile Mini prior to the closing of the Merger.
(c) Fees and awards earned by Messrs. Lindsay and Robertson, in their capacity as non-executive directors, were transferred to the TDR Capital affiliate that appointednominated them to the Board.
(d) Rebecca Owen left the Board on July 1, 2020.
The aggregate number of shares of restricted stock that were outstanding and unvested as of December 31, 20192020 held by each non-employee director was as follows:
| | | | | | | | |
| Director |
| Number of Shares of Restricted Stock Unvested as of December 31, 20192020 |
| | |
| Mark S. Bartlett |
| 6,807 | 8,511 |
| Sara R. Dial | | — |
| Jeffrey S. Goble | | — |
| Gerard E. Holthaus |
| 18,720 |
| | 23,404 |
Gary Lindsay(a) |
| 6,8078,511 |
| Kimberly J. McWaters | | — |
Rebecca L. OwenErik Olsson |
| 6,807 | |
| | — |
Stephen Robertson(a) |
| 6,807 |
| | 8,511 |
| Jeff Sagansky |
| 6,8078,511 |
| Michael W. Upchurch | | — |
(a) Fees and awards earned by Messrs. Lindsay and Robertson, in their capacity as non-executive directors, were transferred to the TDR Capital affiliate that appointednominated them to the Board.
Non-Employee Director Stock Ownership Guidelines
We maintain stock ownership guidelines for our non-employee directors with a target ownership level of five times the cash portion of the standard annual retainer, excluding chair and meeting fees. Non-employee directors are expected to meet their target ownership level by the later of the fifth anniversary of their appointment and November 14, 2024, which is the fifth anniversary of the date the guidelines were adopted. Non-employee directors who have not achieved their target ownership level by the applicable deadline will be expected to retain all of their equity retainers, net of an amount of shares sufficient to cover any taxes due on such retainers, until the target ownership level is met. Once a non-employee director has met the target ownership level, the director will be deemed thereafter to have satisfied the target ownership level until such time as the
director disposes of any shares, after which compliance will be remeasured. The guidelines also provide guidance for calculating ownership levels. As of the date of this proxy statement, all of our non-employee directors either had met the target ownership level or have the opportunity to meet the target ownership level within the prescribed period. We have also adopted stock ownership guidelines for our executive officers as described below.
Board Election & Leadership Structure
In an uncontested election, directors are elected by a majority of the votes cast. If an incumbent director does not receive a greater number of votes “for” his or her election than votes “against” such director’s election, then such director must tender his or her resignation to the Chairman of the Board and the Board will consider such resignation following receipt of the recommendation of the Governance Committee.
The Board’s policy is that the Chairman of the Board is an independent,a non-employee director. The Governance Committee and the Board believe that this leadership structure is the most appropriate one for the companyCompany at this time, as it allows our CEO to focus on the day-to-day management of the business and on executing our strategic priorities, while allowing the Chairman to focus on leading the Board, providing its advice and counsel to the CEO, and facilitating the Board’s independent oversight of management. Presently, the Chairman of the Board is not independent. Therefore, the Company has a Lead Independent Director.
The Board’s Role in Risk Oversight
The Board oversees the risk management of our company.Company. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The Board administers its oversight of our material risks directly through the Board as a whole, as well as through the committees of Board. The Audit Committee, in addition to overseeing financial report and control risks, is responsible for reviewing and discussing risk assessment and risk management policies and practices, including cybersecurity and privacy concerns.
The Board’s other committees also assist the oversight function of the Board by addressing risks related to the relevant committee’s particular area of concentration. For example, the Compensation Committee oversees risks related to our executive compensation plans and arrangements, and the Governance Committee oversees risks associated with the independence of the Board.
Each committee interfaces with the Board with respect to any risks it identifies, within its set of designated responsibilities, as appropriate, including at meetings of the Board. The Board considers each committee’s assessments, as applicable, and incorporates the insight provided by the assessments of the Committees into its overall risk management analysis.
Duties & Responsibilities of Chairman
•Presides at and leads all meetings of the Board, including separate sessions with only non-executive directors
•Encourages and facilitates active participation of all directors
•Serves as a liaison between the non-executive directors and our CEO
•Serves in a strategic and leadership capacity in company mergers and acquisitions
•Leads the Board’s shareholder outreach and engagement strategy
•Approves Board meeting materials for distribution
•Approves Board meeting schedules and agendas
•Has the authority to call meetings of the directors
•Leads the Board’s annual evaluation of our CEO
•Monitors and coordinates with management on corporate governance issues and developments
Duties & Responsibilities of Lead Independent Director
In addition to presiding at executive sessions of independent directors, the Lead Independent Director has the responsibility to:(1) coordinate with the Chairman of the Board and Chief Executive Officer in establishing the agenda and topic items for Board meetings; (2) retain independent advisors on behalf of the Board as the Board may determine is necessary or appropriate; and (3) perform such other functions as the independent directors may designate from time to time. In the absence of the Chairman of the Board, our Lead Independent Director takes on the responsibilities and duties of the Chairman of the Board.
Prohibition Against Hedging and Pledging
We maintain a policy under which our directors and our executive officers and other employees are prohibited from engaging in hedging or monetization transactions. The policy prohibits the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds to accomplish hedging or monetization transactions, and it applies to equity securities granted as compensation as well as to equity securities otherwise held our non-employee directors and employees. In addition, our directors and executive officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for loans except as may be approved by the Board.
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines that reflect its commitment to oversee the effectiveness of policy and decision-making at the Board and management level, with a view to enhancing shareholder value over the long-term. Our Corporate Governance Guidelines are available online at http://investors.willscot.com/www.willscotmobilemini.com/corporate-governance/governance-overview.
Codes of Business Conduct & Ethics
Our Board has adopted a Code of Business Conduct and Ethics (“Code of Business Conduct”), which applies to our directors, officers and employees, and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers (“Code of Ethics”), which supplements our Code of Business Conduct and applies to our CEO, principal financial officer, principal accounting officer and controller. Copies of the Code of Business Conduct and the Code of Ethics are available online at http://investors.willscot.com/www.willscotmobilemini.com/corporate-governance/governance-overview. If the Board grants a waiver under our Code of Business Conduct to any director, executive officer or senior financial officer, or we make any substantive amendment to the Code of Ethics or grant any waiver thereunder to a covered officer, we will promptly disclose the nature of the applicable waiver or amendment on our website.
Board Evaluation Process
Each year, the Board conducts a rigorous annual self-evaluation to help determine whether the Board and its committees are functioning effectively. The Governance Committee oversees this process. The self-evaluation process solicits input from the directors regarding the performance and effectiveness of the Board, the Committees and the individual directors, and provides an opportunity for directors to identify areas for improvement. The Governance Committee reviews the results and feedback from the self-evaluation process and makes recommendations for improvements, as appropriate. With respect to 2019, the Board successfully used this process to evaluate the Board and Committee effectiveness and identify opportunities to strengthen the Board.
Director Independence
Nasdaq listing rules require a majority of our Board to be independent. An “independent director” is defined generally as a person other than an officer or employee of the companyCompany or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s boardCompany’s Board of directors,Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Our Board annually makes an affirmative determination regarding the independence of each director based upon the recommendationrecommendation of the Governance Committee and pursuant to the standards in our Corporate Governance Guidelines. Applying these standards, the Board has affirmatively determined that Messrs. Bartlett, Goble, Holthaus, and Sagansky, and Ms. OwenUpchurch, and Mmes. Dial and McWaters are “independent directors”. The Board has determined that Mr. Soultz is not an “independent director” due to his role as CEO of the Company, Mr. Olsson is not an “independent director” due to his role as President of Mobile Mini until October 2019, and Messrs. Robertson and Lindsay, who are partners of TDR Capital, are not “independent directors” due to, among other things, TDR Capital’s controlling ownership position of our company.Company.
In making this determination, the Board considered the following factors, among others: the ownership positions and contractual arrangements of our Board members and their affiliates with our company;Company; the corporate governance and other policies adopted by the Board to help avoid conflicts and potential conflicts of interest; the contractual arrangements and annual payments between our companyCompany and other companies upon which our directors also serve as directors; and, the alignment of the long-term interests of the stockholders that appointed our Board members with the long-term interests of our other stockholders.
Communication with the Board
Stockholders, employees and other interested parties may communicate with any of our directors, our Board as a group, our independent directors as a group or any Board committee as a group by sending such communications to the Corporate Secretary to be forwarded to the Chair of the Board. The Corporate Secretary may respond directly or redirect any such communication to another department of the companyCompany for an appropriate response if, in the discretion of the Corporate Secretary, such a direct response is more appropriate. The Corporate Secretary may also ignore any communication that he or she determines to be of a commercial or frivolous nature or otherwise inappropriate for Board consideration.
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| | | | | |
| Proposal Snapshot | |
| What Am I Voting On? | |
The Board seeks an indication from stockholders of their approval or disapproval of the Audit Committee’s appointment of Ernst & Young LLP as the company’sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2020. | 2021. |
| C | Voting Recommendation: FOR the ratification of our independent registered public accounting firm. |
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the company’sCompany’s independent registered public accounting firm. Ernst & Young LLP (“EY”) has been our independent registered public accounting firm since November 2017. The Audit Committee believes that the retention of EY to serve as the company’sCompany’s independent registered public accounting firm for 20202021 is in the best interests of the companyCompany and its stockholders. If the appointment of EY is not ratified by our stockholders, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm.
EY representatives will be present at the annual meeting and will have the opportunity to make a statement and respond to questions.
Audit Fees & Approval Process
The Audit Committee pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in compliance with the Sarbanes-Oxley Act and the SEC rules regarding auditor independence. These services may include audit services, audit-related services, tax services and all other services. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee or require the specific pre-approval of the Audit Committee. Unless a type of service has received general pre-approval, it will require specific pre-
approvalpre-approval if it is to be provided by EY. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.
Pre-approval fee levels or budgeted amounts for all services to be provided by EY are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee. The Audit Committee may delegate either type of approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has delegated to its Chair the authority to pre-approve any permissible non-audit services with a fee of $50,000 or less.
In 2019,2020, all of the services were approved by our Audit Committee or, if applicable, the Committee Chair.
Independent Registered Public Accounting Firm Fee Information
Fees for professional services provided by our independent registered public accounting firm, EY, included the following:
|
|
|
| 2019 | | 2018 |
|
| 2020 | | 2019 |
| Audit(a) | Audit(a) |
| $ | 4,053,459 | | | $ | 3,769,691 | | Audit(a) |
| $ | 3,466,086 | | | $ | 4,053,459 | |
| | Audit Related |
| $ | — | | | $ | 486,606 | | |
| | Audit-Related | | Audit-Related |
| $ | 40,080 | | | $ | — | |
Tax Compliance(b) | Tax Compliance(b) |
| $ | — | | | $ | — | | Tax Compliance(b) |
| $ | 45,000 | | | $ | — | |
| Tax Planning(c) | Tax Planning(c) |
| $ | — | | | $ | 175,000 | | Tax Planning(c) |
| $ | 257,145 | | | $ | — | |
| | All Other | All Other |
| $ | — | | | $ | — | | All Other |
| $ | — | | | $ | — | |
(a) Audit fees include, without limitation, fees billed for professional services rendered for the audit of annual financial statements, including certain required statutory audits; the review of interim financial statements; and, comfort letters and consents.
(b) Tax compliance fees include, without limitation, fees billed for tax services rendered for the review of tax returns.
(c) Tax planning fees include, without limitation, fees billed for tax services rendered for routine tax advisory services.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 2.
AUDIT COMMITTEE REPORT
The Audit Committee is composed of threefour directors, all of whom meet the independence standards of the Nasdaq, SEC and our Corporate Governance Guidelines, and operates under a written charter adopted by the Board of Directors.
Management is responsible for the company’sCompany’s internal controls and the financial reporting process. EY, acting as our independent registered public accounting firm, is responsible for performing an independent audit of the company’sCompany’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (“PCAOB”). Management concluded that no material weakness existed in our internal controls over financial reporting in the past two fiscal years.The Audit Committee has discussed with the company’sCompany’s independent registered public accounting firm the overall scope and execution of the independent audit and has reviewed and discussed the audited financial statements with management. The Audit Committee also discussed with the independent registered public accounting firm other matters required by PCAOB auditing standards.
The independent registered public accounting firm provided to the Audit Committee the written communications required by applicable standards of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed the independent registered public accounting firm’s independence with management and the independent registered public accounting firm. The Audit Committee also considered whether the provision of other non-audit services by the company’sCompany’s independent registered public accounting firm to the companyCompany is compatible with maintaining independence.
The Audit Committee concluded that the independent registered public accounting firm’s independence had not been impaired.
Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the company’s annual report on Form 10-K for the year ended December 31, 2019.
Company’s 2020 Annual Report (as defined herein). By the members of the Audit Committee as of March 16,February 23, 2020 consisting of:
| | | | | | | | |
| Audit Committee | |
| Mark S. Bartlett (Chairman) | |
| Gerard E. Holthaus | |
| Rebecca L. OwenKimberly J. McWaters | |
| Michael W. Upchurch | |
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the companyCompany under the Securities Act of 1933, as amended, or the SecuritesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION (SAY-ON-PAY)
| | | | | |
| Proposal Snapshot |
| What Am I Voting On? |
| The Board seeks an indication from stockholders of their approval or disapproval of the compensation of our named executive officers. |
| C | Voting Recommendation: FORthe approval, on an advisory basis, of the compensation of our named executive officers. |
As required under Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement.
Prior to submitting your vote, we encourage you to read our CD&A and the accompanying executive compensation tables and narrative disclosures, which describe in detail our executive compensation program and decisions made by our Compensation Committee for 2020. We believe that our long-term success depends on our ability to attract, motivate, focus and retain highly talented individuals who are committed to our vision, strategy, and corporate culture. To that end, we designed our executive compensation program to link our executives’ pay to their individual performance, to our Company’s annual and long-term performance, and to successful execution of our business strategies. We also use our executive compensation program to encourage high-performing executives to remain with us over the course of their careers.
This vote is advisory only, and our named executive officers’ compensation is not conditional on it. The vote will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal.
We believe that the information provided in this Proxy Statement demonstrates our commitment and the commitment of our Compensation Committee to our pay-for-performance philosophy. The Board recommends that you approve the compensation of our named executive officers as described in this proxy statement by approving the following, non-binding, resolution:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described pursuant to the rules of the Securities and Exchange Commission (the “SEC”), including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement.”
The Board and the Compensation Committee will consider the affirmative vote of a majority of the votes cast “FOR” the proposal at the Annual Meeting as advisory approval of the compensation paid to our named executive officers as described in this proxy statement. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3, and will have no effect on the results of the vote on this proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 3.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis ("CD&A") section describes the material elements of our executive officer compensation program and policies for 2019,2020, and the principles and objectives of our decisions with respect to 20192020 compensation for our named executive officers.
Our prior proxy statements were eligible for reduced SEC reporting rules applicable to “emerging growth companies.” As of the close of 2019, we ceased to be an emerging growth company, and therefore, this year we have included additional detail regarding executive compensation that was previously not required, including this CD&A and additional compensation tables for “Grants of Plan-Based Awards for Fiscal Year 2019,” “Option Exercises and Stock Vested in Fiscal Year 2019,” and “Potential Payments upon Termination or Change in Control”.
Executive Officers Covered by this Compensation Discussion and Analysis
For 2019,2020, we are required to provide information regarding our compensation policies and decisions relating to our President and Chief Executive Officer (“CEO”), ourPresident and Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), Chief Human Resources Officer (“CHRO”), Chief Legal Officer & Secretary (“CLO”) and our other executive officers who were serving as executive officers at the end of the yearChief Accounting Officer and a former executive officer who was no longer serving as an executive officer at the end of the year.Treasurer (“CAO”). We refer to our CEO, our CFO and the other current or former executive officers for whom disclosure is required as our “named executive officers” (“NEOs”). We intend this CD&A to provide information regarding, among other things, the overall objectives of our compensation program and each element of compensation that we provided to the NEOs.
The named executive officers for 20192020 who were serving at the end of the year and their titles are listed in the following table:
| | | | | | | | |
| Name | Age | Title |
| | |
| Bradley L. Soultz | 51 | Chief Executive Officer (CEO) |
| Kelly Williams | 50 | President and Chief ExecutiveOperating Officer |
| | (COO) |
| Timothy D. Boswell | 42 | Chief Financial Officer |
| | (CFO) |
| Hezron Timothy Lopez | 49 | Vice President, General Counsel and Corporate Secretary*Chief Human Resources Officer (CHRO) |
| Chris Miner | 49 | Chief Legal Officer and Secretary (CLO) |
Sally J. Shanks | 44 | Chief Accounting Officer and Treasurer (CAO) |
*Our other named executive officer for 2019 was Bradley L. Bacon, who served as our Vice President, General Counsel and Corporate Secretary until his employment ended on June 3, 2019.
While the discussion in the CD&A is focused on our named executive officers, many of the elements of our executive compensation program apply broadly across our executive ranks.
Executive Summary
2019 Business Highlights
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, included with this Proxy Statement, contains financial information prepared in accordance with GAAP, along with additional non-GAAP financial information, some of which is excerpted below.
2019 was a transformational year for WillScot as we completed our integration of ModSpace and realized significant cost synergies from both the ModSpace and Acton strategic transactions. The Acton acquisition occurred in December of 2017 and the ModSpace acquisition in August of 2018. Over the past two years, we have:
| | | | | | | | |
| • | Consolidated over 200 combined operating locations into approximately 120 operating locations |
| • | Grown total revenues 138.6% from $445.9 million in 2017 to $1,063.7 million in 2019 |
| • | Increased Adjusted EBITDA(1) 187.7% from $123.9 million (excluding $15.1M of cost associated with our Corporate and other segment representing costs from our former Parent) to $356.5 million.
|
(1) Adjusted EBITDA, Adjusted EBITDA Margin,As we have discussed elsewhere, on July 1, 2020, WillScot Corporation completed a merger with Mobile Mini, Inc. Immediately following the Merger, the combined company changed its name to WillScot Mobile Mini Holdings Corp. The Merger was a significant favorable development in our business, and Free Cash Flow are non-GAAP financial measures. For a discussionit had several impacts on the compensation of our use of non-GAAP financial measures, including a reconciliation of (i) Adjusted EBITDA to net income (loss)named executive officers.
In connection with the Merger, we entered into new employment agreements with our executives providing new base compensation and (ii) free cash flow to net cash provided by operating activities, please seeretention and incentive arrangements post-merger. Our Compensation Committee approved those agreements. We entered into employment agreements with Bradley L. Soultz, the “Reconciliation of non-GAAP Financial Measures” section beginning on page 32 in Item 6 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
(2) Based on WillScot financials excluding the Corporate & other segment, which represented former Algeco and corporate costs (in 2017 only). Pro forma results include the resultsChief Executive Officer of WillScot Acton,Corporation, who became the Chief Executive Officer of the Company, Kelly Williams, the President and ModSpace for all periods presented. The ActonChief Executive Officer of Mobile Mini, who became the President and ModSpace acquisitions closed December 20, 2017Chief Operating Officer of the Company, Timothy Boswell, the Chief Financial Officer of WillScot Corporation, who became the Chief Financial Officer of the Company, Hezron Lopez, the Vice President, General Counsel and August 15, 2018, respectively. Does not include Tyson.
ForSecretary of WillScot Corporation, who became the year ended December 31, 2019, our achievements included:
•Total revenues increased by $312.3 million, or 41.6% as comparedChief Human Resources Officer of the Company and Christopher Miner, the General Counsel of Mobile Mini who became the Chief Legal Officer of the Company, which became effective upon and were subject to the same period in 2018, driven by a 43.3% increase in our core leasing and services revenues from both organic pricing growth,completion of the Merger. The Boards of Directors and the impact of an additional 8.5 months of contribution from the ModSpace acquisition during 2019
◦Consolidated modular space average monthly rental rate increased to $614 representing an 11.2% increase year over year.
◦Consolidated average modular space units on rent increased 21,425, or 30.5%, year over year, driven by an additional 8.5 months of contribution from the ModSpace acquisition, and average modular space utilization increased 40 bps year over year to 72.0%.
•On a pro forma basis, including resultsCompensation Committees of WillScot Corporation and ModSpaceMobile Mini, Inc. were involved in the process of implementing those agreements, and in doing so, the Committee followed steps similar to those that it followed for all periods presented, modular leasing revenues increased $53.4 million, or 7.7%, driven by a 13.7% year over year increase in modular space average monthly rental.Average units on rent decreased 4.3% year over year, and utilization increased 30 bps.WillScot Corporation executives prior to the Merger.
•Generated Adjusted EBITDA(1) of $356.5 million, representing an increase of $141.0 million, or 65.4% as compared to the same period in 2018, and a 480 bps increase to Adjusted EBITDA margin(1).
•On a pro forma basis, including the results of WillScot and ModSpace for all periods presented, Adjusted EBITDA(1) in 2019 of $356.5 million represents an increase of $72.0 million, or 25.3% organically from $284.5 million in 2018, with Adjusted EBITDA margin(1) increasing 680 bps on a pro forma basis to 33.5%. These pro forma results include realized cost savings from the ModSpace and Acton acquisitions, and incremental revenue growth from increased penetration of "Ready to Work" solutions across the combined portfolio, but do not include any additional cost savings that management expects to realize in future years.
•Consolidated net loss of $11.5 million (including $46.0 million of discrete costs from acquisition and integration-related activities) decreased by $42.1 million, and free cash flow(1) of $20.0 million increased by $116.9 million year over year. Consolidated net income and free cash flow(1) in the fourth quarter of 2019 were $8.9 million and $43.7 million, respectively, increasing by $19.3 million and $63.8 million year over year, respectively, consistent with our planned transition to net profitability and cash generation.
For more information regarding the Company’s 2019 performance, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 that we filed with the SEC on March 2, 2020.
Key 2019 Compensation Actions
The elements of our total direct compensation, which consist of base salary, short-term cash incentive compensation and long-term equity incentive compensation, for our NEOs and a summary of the actions our Compensation Committee took during 20192020 are set forth below.
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| Compensation Component | | Link to Business and Talent Strategies | | 20192020 Compensation Actions |
| | | | |
Base Salary (Page 31)38) | | Competitive base salaries help attract and retain executive talent. | | Merit based increases for 2019,2020, ranging from 6.6%6.3% to 25%23.5%, to reflect role and responsibility changes and increases, respectively; strong Company and individual performance; and for improved alignment with market compensation levels.levels on a post-Merger basis. |
| | | | |
Short-Term Cash Incentive (“STIP”) Compensation(1) (Page 32)38) | | Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance. | | Named executive officers earned annual cash incentive awards ranging from 82%115% to 100%127% of target (Adjusted EBITDA payout above target; Lease Revenue Delivered and VAPS Revenue Delivered below target.target). Individual Performance for both our CEO and CFO was 141%).200% of target. However, our CEO agreed to forgo his 200% attainment related to his individual performance given the impact of COVID-19 on Company employees and in order to align, at 115%, with the broader group of corporate executives whose payouts were at the 115% level. Additionally, our CFO agreed to forgo 50% of his 200% attainment in order to align with other executives. Further in 2020, the CEO delayed the effectiveness of his merit increase from March to July in recognition of the impact of COVID-19 on the business and employees. |
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Long-Term Equity Incentive Compensation(2)(3) (Page 34)40) | | •20192020 annual equity-based awards consist of Market-BasedPerformance-Based RSUs and Time-Based RSUs. •Market-BasedPerformance-Based RSUs are measured based on 3-year relative total shareholder return performance,TSR, measured against constituent companies in the Russell 3000 index.S&P MidCap 400 Index. •Time-Based RSUs provide focus on stock price growth and serve our talent retention objectives.objectives •Special awards for retention purposes | | •The equity award mix, based on the grant date fair value, consists of 60% Market-BasedPerformance-Based RSUs and 40% Time-Based RSUs for the CEO and CFO and is equally weighted between Market-BasedPerformance-Based RSUs and Time-Based RSUs for the other named executive officers. •Market-BasedPerformance-Based RSUs are subject to a 3-year performance period (2019(2020 - 2021)2022). •Time-Based RSUs vest over four years, in equal annual installments. |
(1) Lease Revenue Delivered and VAPS were not included in 2020 for Kelly Williams, our President and Chief Operating Officer, and Christopher Miner, our Chief Legal Officer. Messrs. Williams’ and Miner’s 2020 STIP was determined based on Mobile Mini’s consolidated adjusted EBITDA performance for the second half of 2020 (Q3 and Q4).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
27(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years.
Our Executive Compensation Program
Our goal is to retain and attract experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational and strategic objectives that produce and promote stockholder value. To achieve this goal, we strongly emphasize a culture of pay for performance to provide incentives and accountability for our executive officers in working toward the achievement of our objectives. Accordingly, we have designed our incentive compensation with the goal of
ensuring that actual realized pay varies above or below targeted compensation opportunity based on achievement of challenging performance goals and demonstration of meaningful individual commitment and contribution.
The table below outlines each of the principal elements of our executive compensation program:
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| Pay Element | | Who Receives | | When Granted | | Form of Delivery | | Type of Performance | | Performance Period | | How Payout Determined | | 20192020 Performance Measures |
| Base Salary | | All named executive officers | | Bi-weekly | | Cash | | Short-term emphasis (fixed) | | Bi-weekly | | Pre-established at each payroll date | | Individual |
| | | | | | | | | | | | | | |
| STIP | | All named executive officers | | Annually | | Cash | | Short-term emphasis (variable) | | 1 year | | Pre-established formula | | Adjusted EBITDA, Lease Revenue Delivered, VAPS Revenue Delivered1, and, for our CEO and CFO, related individual goals |
| | | | | | | | | | | | | | |
Market-BasedPerformance-Based RSUs(2) | | All named executive officers | | Annually | | Equity | | Long-term emphasis (variable) | | 3 years
(cliff vesting) | | Pre-established formula | | Relative TSR vs.
Russell 3000 S&P MidCap 400 Index(3) |
| | | | | | | | | | | | | | |
| Time-Based RSUs | | All named executive officers | | Annually | | Equity | | Long-term emphasis (variable) | | 4 years
(ratable annual vesting) | | Stock price at each vesting date | | Stock price |
| | | | | | | | | | | | | | |
(1) Lease Revenue Delivered and VAPS were not included in 2020 for Kelly Williams, our President and Chief Operating Officer, and Christopher Miner, our Chief Legal Officer. Messrs. Williams’ and Miner’s 2020 STIP was determined based on Mobile Mini’s consolidated adjusted EBITDA performance for the second half of 2020 (Q3 and Q4).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
Emphasis on Performance-Based Elements of Compensation
Because we believe the compensation of our most senior executives should be based on our overall performance, a significant amount of our executives’ pay is incentive-based and therefore at risk. In 2019,2020, performance-linked components (STIP and long-term incentive compensation) were 84%81% of the CEO's target total direct compensation opportunity, which we define as base salary, target STIP and target value of long-term incentive compensation, and 53%66% of the average target total direct compensation opportunity for the other NEOs.
Our Governance Practices
The Compensation Committee reviews on an ongoing basis our executive compensation program to evaluate whether it supports our executive compensation philosophies and objectives and is aligned with stockholder interests. We also seek to implement strong corporate governance practices in other areas as well as compensation. Our compensation and other corporate governance practices include the following:
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| We do | | | | | We do not | |
| ü | Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | ü | Actively solicit feedback from our stockholders on compensation and governance matters | | X | Offer compensation-related tax gross-ups |
| | | | | | |
| ü | Have pre-established performance goals that are aligned with creation of stockholder value | ü | Have Board oversight of ESG and other sustainability matters | | X | Allow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees |
| | | | | | |
| ü | Conduct market comparison of executive compensation against a relevant peer group | ü | Elect directors by majority vote | | X | Allow pledging of our securities by directors, officers or other employees |
| | | | | | |
| ü | Have double-trigger vesting for equity awards in the event of a change in control | ü | Have an independent ChairmanGrant the Board and each committee express authority to retain outside advisors | | X | Pay dividends on unearned performance-based awards |
| | | | | | |
| ü | EquityHave an equity plan dilution within market practices | ü | Split the roles of Chairman and Chief Executive Officer | | X | Pay dividends on unvested time-basedTime-Based awards |
| | | | | | |
| ü | Have stock ownership guidelines for executives and Directors that reinforce alignment with stockholders | ü | Perform annual Board and committee self-evaluations | | X | Grant stock options with exercise prices less than the fair market values of our common stock on the grant date |
| | | | | | |
| ü | ClawbackHave a clawback policy that authorizes recovery of cash and equity incentive compensation | ü | Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines | | X | Reprice or buy-out underwater stock options without stockholder approval |
| | | | | | |
| ü | CashHave cash severance within market practices | ü | Perform an annual review of a CEO succession plan | | X | Conduct buy-outs of underwater stock options |
| | | | | | |
| ü | Provide senior executives generally the same benefits as full-time employees | ü | Perform an annual review of senior management | | X | Provide reload provisions in any stock option grant |
| | | | | | |
| ü | Mitigate undue risks, particularly by annual review of plans, policies and practices | ü | Have a Nominating and Corporate Governance Committee with oversight ofover the Company’s governance framework.framework | | X | Provide defined benefit pension plans for executives |
| | | | | | |
| ü | Have an independent compensation consultant advising the Compensation Committee | ü | Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee | | X | Have any significant perquisites |
| | | | | | |
| ü | Have a plan to eliminate the classified board structure by 2024 | ü | Have a Related Party Transaction Committee comprised of independent directors | | | |
How We Determine Executive Compensation
Executive Compensation Philosophy
The Compensation Committee believes that our executive compensation program should reward actions and behaviors that drive stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on our short-term and long-term financial, operational and strategic goals. To that end, the Compensation Committee’s goal is to implement an executive compensation program that is built upon the following objectives:
•Attracting and Retaining the Right Talent. Executive compensation should be market-competitive to attract and retain highly motivated talent with a performance-driven mindset.
•Pay for Performance. A significant percentage of an executive’s compensation should be directly aligned with Company performance, with a balance between short-term and long-term performance.
•Alignment with Stockholder Interests. Our executives’ interests should be aligned with stockholder interests through the risks and rewards of stock ownership in the Company.
Oversight Responsibilities for Executive Compensation
| | | | | |
| Compensation Committee | •Establishes executive compensation philosophy •Approves incentive compensation and target performance expectations for the STIP and long-term incentive awards •Approves all compensation actions for the NEOs, including base salary, target and actual STIP and long-term incentive awards |
| |
| All Board Members | •Assess performance of the CEO and oversee other executive compensation matters, including with regard to considering the results of "Say on Pay" votes, receiving and considering feedback on an on-going basis from stockholders and other sources regarding executive compensation, overseeing the application of stock ownership guidelines that are applicable to the CEO, and other similar responsibilities.responsibilities
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| |
| Independent Compensation Consultant – FW Cook | •Provides independent advice, research and analytical services on a variety of subjects to the Compensation Committee, including compensation of executive officers, nonemployee director compensation and executive compensation trends •Participates in Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings •Reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise its independence or objectivity |
| |
| CEO and Management | •Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions, with advice from FW Cook, as appropriate •Responsible for the administration of the compensation program once Compensation Committee decisions are finalized |
Use of Market Data
In setting executive compensation, our Compensation Committee considers the competitive pay environment and seeks to ensure that our executives’ compensation opportunities are competitive with the market. For 2019,2020, the Compensation Committee, working with its independent compensation consultant, FW Cook, selected a peer group of companies that would serve as a reference point when setting pay levels and understanding pay practices. This peer group was drawn from companies that aligned well with our business, our size (based on revenue, EBITDA, and market capitalization), our industry, our customer base, our national scope or similarity of distribution. The Compensation Committee also selected companies that generally compete with us for talent, customers or both talent and customers. For 2019,Prior to the Merger, this peer group consisted of the following ten public companies:
| | | | | |
•Air Lease Corporation | •McGrath RentCorp |
•Aircastle Limited | •Mobile Mini, Inc. |
•GATX Corporation | •Ritchie Bros. Auctioneers Incorporated |
•H&E Equipment Services, Inc. | •Triton International Limited |
•Herc Holdings Inc. | •UniFirst Corporation |
Because there is limited information on positions other than the CEO and CFO in the peer group data, the Compensation Committee also reviews data from national survey sources related to general industry when it considers the market competitiveness of named executive officer compensation levels or market practices. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee are general and not specific to any particular subset of companies.
The Compensation Committee does not target a specific competitive position versus the peer group or other survey data in determining the compensation of our named executive officers. Instead, the compensation practices of the peer group and the Company’s industry survey information are two data points that the Compensation Committee considers, in addition to pay for performance and the other principles of our compensation program, in seeking to establish compensation for our executive officers that best furthers our performance objectives and stockholder interests.
2019In connection with the Merger, FW Cook selected the following peer group that serve as a reference point for the employment agreements entered into with Bradley L. Soultz, Kelly Williams, Timothy Boswell, Hezron Lopez and Christopher Miner at the closing of the Merger and for setting pay levels and underlying pay practices for 2021.
| | | | | |
•ABM Industries | •McGrath RentCorp |
•Air Lease | •Ritchie Bros. Auctioneers Incorporated |
•Americold Realty Trust | •Service Master Global |
•Duke Realty | •Stericycle |
•Extra Space Storage | •Terminix Global Holdings, Inc. |
•GATX Corporation | •Triton International Limited |
•H&E Equipment Services, Inc. | •UniFirst Corporation |
•Herc Holdings Inc. | •United Rentals |
2020 Named Executive Officer Compensation Elements In Detail
Base Salaries
Base salaries are a fixed amount that we pay to each named executive officer for performing his or her normal duties and responsibilities. We determine the amount based on the NEO’s overall performance, level of responsibility and comparison to the peer group and other survey data. Based on these criteria, the Compensation Committee established the following 20192020 base salaries for the NEOs who remained in service on the last day of the year:
| | Executive Officer | Executive Officer | 2019 Base Salary | 2018 Base Salary | Year Over Year Change | Executive Officer | 2020 Base Salary | 2019 Base Salary | Year Over Year Change |
Bradley L. Soultz | Bradley L. Soultz | $750,000 | $600,000 | 25% | Bradley L. Soultz | $850,000 | $750,000 | 13.3 | % |
| Kelly Williams | | Kelly Williams | $700,000 | Not Applicable |
| Timothy D. Boswell | Timothy D. Boswell | $425,000 | $375,000 | 13% | Timothy D. Boswell | $525,000 | $425,000 | 23.5 | % |
| Hezron Timothy Lopez | Hezron Timothy Lopez | $400,000 | N/A | Hezron Timothy Lopez | $425,000 | $400,000 | 6.3 | % |
| Christopher Miner | | Christopher Miner | $450,000 | Not Applicable |
| Sally J. Shanks | Sally J. Shanks | $300,000 | $281,380 | 6.6% | Sally J. Shanks | $320,100 | $300,000 | 6.7 | % |
(1)Mr. Bacon earned $133,785Soultz delayed the effectiveness of salary athis 2020 merit increase from March to July in recognition of the endimpact of employmentCOVID-19 on June 3, 2019.the business and the employees
The Compensation Committee approved the changes in Mr. Soultz’s, Mr. Boswell’s, Mr. Lopez’s and Ms. Shanks’s base salaries for 20192020 based on an assessment of individual performance and to better align with market compensation levels.levels on a post-merger basis. Mr. Boswell received two adjustments during the year: one at the normal salary review time from $425,000 to $460,000 and a further adjustment to $525,000 at the time of the Merger. We setpaid base salaries to Mr. Lopez’s base salaryWilliams and Mr. Miner based on the terms of the employment agreements that they entered into in connection with his hiring based on the then market rate for his position.Merger.
Short Term Incentive Plan
Our annual STIP rewards employees for achieving critical business and financial goals that are key indicators of operational performance as well as individual performance for the CEO and CFO. The Compensation Committee establishes performance goals for the STIP at the beginning of each fiscal year. Where minimum threshold performance targets are satisfied, annual incentive payments can range from 50% to 200% of the target award opportunity (maximum payout for the individual performance component for the CEO and CFO is 150%also 200%), based on performance relative to the performance goals, as determined by the Compensation Committee.
20192020 STIP Target Award Percentages
For 2019,2020, the Compensation Committee granted STIP awards to our named executive officers with the target levels expressed as the following percentages of the corresponding base salaries:
| | | | | | | | | | | |
| Executive Officer | 2019 Target Percentage of Base Salary | 2018 Target Percentage of Base Salary | Year Over Year Change |
| Bradley L. Soultz | 120% | 133% | -10% |
| Timothy D. Boswell | 71% | 60% | 18% |
| Hezron Timothy Lopez | 60% | N/A | N/A |
| Sally J. Shanks | 40% | 30% | 33% |
Mr. Bacon’s target percentage of base salary for 2019 was 60%. In connection with his separation from employment, Mr. Bacon received a lump-sum cash payment that included his accrued target payout under the 2019 STIP. | | | | | | | | | | | |
| Executive Officer | 2020 Target Percentage of Base Salary | 2019 Target Percentage of Base Salary | Year Over Year Change |
| Bradley L. Soultz | 125% | 120% | 4% |
| Kelly Williams | 100% | N/A | N/A |
| Timothy D. Boswell | 75% | 71% | 6% |
| Hezron Timothy Lopez | 75% | 60% | 25% |
| Christopher Miner | 75% | N/A | N/A |
| Sally J. Shanks | 40% | 40% | — |
The Compensation Committee reviews our STIP opportunities each year to ensure that they are competitive. The changes to Mr. Soultz’s, Mr. Boswell’s and Ms. Shanks’sMr. Lopez’s target 20192020 STIP percentages were based on an assessment of individual performance and to better align with market compensation levels. We set the target STIP percentages for Mr. Lopez’s target 2019 STIP awardWilliams and Mr. Miner based on the terms of the employments agreements that they entered into in connection with his hiring based on the then market rate for his position.Merger.
20192020 STIP Performance Goals and Actual Performance
The Compensation Committee undertook a rigorous review and analysis to establish the 20192020 performance goals under the STIP. The Committee intended the performance levels to be aggressive but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The target performance goals aligned with our annual operating plan.
The Compensation Committee determined the 20192020 STIP awards for our named executive officers using the following framework:
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| Base Salary | X | Target Percentage | X | | Financial Performance
(70% for the CEO and CFO; 100% for other NEOs) | + | Individual Performance
(30% for the CEO and CFO) | | = | Annual Cash Incentive Award |
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Annual Cash Incentive Earned
For 2019,2020, the Compensation Committee established the following financial goals and payout levels under the STIP:
| | | | | | | | | | | |
| Measure | Weighting | Rationale for Measure | Payout Range |
| Adjusted EBITDA | 70% | Adjusted EBITDA reflects our operating performance and is a key measure for our investors. We calculate the measure on a semi-annual basis (with the first-half and second-half performance equally weighted at 35%). | 50% - 200% |
| Lease Revenue Delivered + VAPS Revenue Delivered | 30% | Lease Revenue Delivered + VAPS Revenue Delivered reflects our operating performance and represents the total recurring revenue contracted and delivered during the year on new commercial activity. The measure is a leading indicator of modular leasing revenue, which is a key measure for our investors. We calculate this measure on an annual basis. | 50% - 200% |
The threshold, target and maximum performance and payout opportunities under the 20192020 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:
| | | | | | | | | | | | | | | | | | | | |
| Threshold | Target | Maximum | Actual | % of Target Achieved | Payout % |
| Payout % | 50% | 100% | 200% |
|
|
|
Adjusted EBITDA – First Half
($ millions) | $140.8 | $156.4 | $187.7 | $173.3 | 110% | 149% |
Adjusted EBITDA – Second Half
($ millions) | $174.1 | $193.5 | $232.2 | $188.0 | 97% | 86% |
Lease Revenue Delivered + VAPS Revenue Delivered ($ millions) | $430.6 | $478.4 | $574.2 | $414.9 | 87% | 0% |
| Individual Performance (CEO and CFO Only) | 50% | 100% | 150% | 141% | 141% | 141% |
| Weighted Average Payout (financial metrics only): 82% | | | | | | |
| Weighted Average Payout for CEO and CFO including Individual Performance: 100% | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Threshold | Target | Maximum | Actual | % of Target Achieved | Payout % |
| Payout % | 50% | 100% | 200% | |
|
|
Adjusted EBITDA – First Half
($ millions) | $165.1 | $183.4 | $220.1 | $187.8 | 102% | 112% |
Adjusted EBITDA – Second Half(1) ($ millions) | $286.4 | $318.2 | $381.8 | $345.7 | 109% | 143% |
Lease Revenue Delivered + VAPS Revenue Delivered(1) ($ millions) | $375.1 | $416.8 | $500.2 | $405.3 | 97% | 86% |
Individual Performance (CEO Only)(2) | 50% | 100% | 200% | 115% | 115% | 115% |
Individual Performance (CFO Only)(2) | 50% | 100% | 200% | 150% | 150% | 150% |
| Weighted Average Payout (financial metrics only): 115% |
| Weighted Average Payout for CEO and CFO including Individual Performance: 115% and 126%, respectively |
(1) Subsequent to the Merger, the Compensation Committee and the Board of Directors agreed to change the targets for Adjusted EBITDA - Second Half and Lease Revenue Delivered + VAPS Revenue Delivered to reflect the addition of Mobile Mini and to reflect expected reduced demand for new project deliveries as a result of the COVID-19 pandemic. Prior to these changes, the targets for Adjusted EBITDA - Second Half and Lease Revenue Delivered + VAPS Revenue Delivered were $230.4 million and $481.0 million, respectively.
(2) The Compensation Committee determined that Mr. Soultz and Mr. Boswell both achieved 200% of their individual performance metric; however, both Mr. Soultz and Mr. Boswell agreed to forgo the 200%, instead requesting the attainment be reduced to 115% and 150%, respectively, due to COVID-19 and to better align with other Company Executives. Therefore, the Compensation Committee of the Board determinedadjusted Mr. SoultzSoultz’s individual performance metric in the 2020 STIP to 115% of target and Mr. Boswell’s individual performance metric in the 20192020 STIP was 141%to 150% of target (on a scale of Threshold 50%, Target 100% and Maximum 150%200%). TheirMr. Soultz’s and Mr. Boswell’s overall STIP payout based on EBITDA, Lease Revenue + VAPS Revenue + Individual Performance, was 100%therefore 115% and 126% of target.target, respectively.
The individual performance achievement measures common to Mr. Soultz and Mr. Boswell for the determination of their performance include those goals set forth above for payout under the STIP as well as the following:
•Achieve mergers and acquisition synergies, as planned and on time
•Manage leverage in a manner that will enable the achievement of 4X leverage by the end of 2020
•Achieve SOX compliance by or before the end of 2020
•Maintain a strategic mergers and acquisition pipeline
The individual performance achievement measures specific to Mr. Soultz, solely, for the determination of his performance also include the following:
•Develop a ‘2022’ Strategy, that includes the expansion of value-added products and services,VAPS, scaling the storage offering for the company,Company, and improving the company’sCompany’s digital capabilities
•Improve the capacity and capability of the C-level and executive leadership team, with a focus talent development, succession planning and diversity
Based on the achievement of the 20192020 financial performance goals and the Compensation Committee’s determination of individual performance for the CEO and CFO, the Compensation Committee approved the following STIP awards earned for 20192020 by our NEOs who were serving as of the last day of 2019.2020.
the last day of 2019.
|
|
| Target STIP Opportunity | | Payout % of Target | | STIP Earned | |
| Target STIP Opportunity | | Payout % of Target | | STIP Earned | |
| Bradley L. Soultz | Bradley L. Soultz | $ | 900,000 | | | 100% | | $ | 900,000 | | | Bradley L. Soultz | $ | 1,062,500 | | | 115% | (b) | $ | 1,224,422 | | |
| Kelly Williams | | Kelly Williams | $ | 350,000 | | (a) | 127% | | $ | 438,734 | | (a) |
| Timothy D. Boswell | Timothy D. Boswell | $ | 301,750 | | | 100% | | $ | 301,750 | | | Timothy D. Boswell | $ | 393,750 | | | 126% | (b) | $ | 494,817 | | |
| Hezron Timothy Lopez | Hezron Timothy Lopez | $ | 130,192 | | (a) | 82% | | $ | 106,599 | | (a) | Hezron Timothy Lopez | $ | 318,750 | | | 115% | | $ | 367,326 | | |
| Christopher Miner | | Christopher Miner | $ | 168,750 | | (a) | 127% | | $ | 212,152 | | (a) |
| Sally J. Shanks | Sally J. Shanks | $ | 120,000 | | | 82% | | $ | 98,254 | | | Sally J. Shanks | $ | 128,040 | | | 115% | | $ | 147,553 | | |
(a) Adjusted for partial year employment.employment from July 1, 2020 through December 31, 2020.
In connection with his separation from employment, Mr. Bacon received(b) Bradley L. Soultz achieved a pro-rata target payout under the 2019 STIP of $77,339.percentage as follows: 115% = 0.7 x 115% (for EBITDA, Lease Revenue delivered and VAPS Revenue delivered) + 0.3 x 115% (for individual goals). Timothy D. Boswell achieved a payout percentage as follows: 126% = 0.7 x 115% (for EBITDA, Lease Revenue delivered and VAPS Revenue delivered) + 0.3 x 150% (for individual goals).
20192020 Long-Term Incentive Awards
For 2019,2020, under our annual grants, each of our named executive officers (excluding the two officers who did not join us until the Merger) received a long-term equity incentive target grant denoted in terms of a dollar value, which we allocated between Market-BasedPerformance-Based RSUs and time-basedTime-Based RSUs. We provide details on the types of equity awards we granted in the table below.
| | | | | | | | | | | |
| Equity Award | Weighting | | Rationale and Key Features |
Market-BasedPerformance-Based RSUs(1) | 60% for CEO,
COO, CFO, GC, & CFOCHRO and 50%
for other NEOsNEO | | •Incentivize NEOs to achieve specific measurable stock price performance over a three-year performance period (2019-2021)(2020-2022). •Performance will be measured relative to constituent companies in the Russell 3000S&P MidCap 400 Index as of the date of grant.(2) •Earned shares vest and are issued at the end of the performance cycle and range from 0% for below threshold performance to 150% of the target number of shares for maximum performance. |
| | | |
| Time-Based RSUs | 40% for CEO,
COO, CFO, GC, & CFOCHRO and 50%
for other NEOsNEO | | •Align pay and companyCompany performance as reflected in our stock price. •Encourage retention of our executive officers' services and promote ownership by our executives in companyCompany stock. •Time-Based RSUs generally vest in one-fourth installments at the end of each of the first four years following grant. |
(1) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(2) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the relative total stockholder return ("TSR") of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
The Compensation Committee decided to again grant the long-term incentive awards for 20192020 in the form of Market-BasedPerformance-Based RSUs and Time-Based RSUs, rather than a mix of Time-Based RSUs and stock options, as in 2018, to enhance the performance orientation and shareholder alignment of the LTI program by introducing explicit performance conditions for the Market-BasedPerformance-Based RSUs. We have also reduced equity plan share usage by eliminating stock options and retained the retentive feature of the RSUsTime-Based RSUs.
The Compensation Committee approved the following grants of Market-BasedPerformance-Based RSUs and Time-Based RSUs to our continuing named executive officers for 2019.2020:
| | | | | | | | | | | | | | | | | | | | |
| Executive officer | | Market-Based RSUs | | | Time-Based RSUs | |
| | Award (#) | Target Value ($) | | Award (#) | Target Value ($) |
| Bradley L. Soultz | | 151,411 | $ | 1,769,995 | | | 100,941 | $ | 1,180,000 | |
| Timothy D. Boswell | | 51,326 | $ | 600,001 | | | 34,217 | $ | 399,997 | |
| Hezron Timothy Lopez | | N/A | N/A | | N/A | N/A |
| Sally J. Shanks | | 6,416 | $ | 75,003 | | | 6,416 | $ | 75,003 | |
Mr. Bacon’s target dollar value for his equity awards for 2019 was $174,999. In connection with his separation from employment, Mr. Bacon’s previously granted RSUs that would vest within one year of June 3, 2019 vested in full, and his remaining unvested equity awards were forfeited. | | | | | | | | | | | | | | | | | | | | |
| Executive officer | | Performance-Based RSUs | | Time-Based RSUs |
| Award (#) | Target Value ($) | | Award (#) | Target Value ($) |
| Bradley L. Soultz | | 78,665 | | $ | 1,320,000 | | | 52,443 | | $ | 880,000 | |
| Kelly Williams | | N/A | | | N/A | |
| Timothy D. Boswell | | 25,566 | | $ | 429,000 | | | 17,044 | | $ | 286,000 | |
| Hezron Timothy Lopez | | 18,236 | | $ | 306,000 | | | 12,157 | | $ | 204,000 | |
| Christopher Miner | | N/A | | | N/A | |
| Sally J. Shanks | | 4,470 | | $ | 75,000 | | | 4,470 | | $ | 75,000 | |
The Compensation Committee set the 20192020 long-term incentive target dollar values for Mr. Soultz, Mr. Boswell, Mr. Lopez and Ms. Shanks based on an assessment of individual performance and to better align with market compensation levels. We set Mr. Lopez’s 2019 long-term incentive target dollar value in connection with his hiring based on the then market rate for his position.
Explanatory Note Regarding our CEO’s 2018 Equity Award
We are providing the following explanatory note for our investors regarding the size of the equity award grant to our CEO in 2018.
In connection with the Business Combination,Merger, the Compensation Committee approved the following grants of Performance-Based RSUs and Time-Based RSUs to our NEOs for 2020. The objectives of these grants were to further align the NEOs with shareholder value creation, to promote post-merger retention (which was essential to a specified equity grant for our CEO, as well as our other named executive officers. However, duesuccessful transition), and to securities law timing restrictions, we were unable to makerecognize the grants until March 20, 2018. The Compensation Committee nevertheless wanted to ensure that the senior executive team remained fully accountable for stock price performance (in the case of both positiveincremental roles and negative outcomes) during the interim period of delay. Accordingly, the Compensation Committee determined to convert the originally approved grant value of $2.6 million for our CEOresponsibilities related to the corresponding number of shares as if such award was made onMerger.
| | | | | | | | | | | | | | | | | | | | |
| Executive officer | | Performance-Based RSUs | | Time-Based RSUs |
| Award (#) | Target Value ($) | | Award (#) | Target Value ($) |
| Bradley L. Soultz | | 57,165 | | $ | 750,000 | | | 38,110 | | $ | 500,000 | |
| Kelly Williams | | — | | $ | — | | | 228,659 | | $ | 3,000,000 | |
| Timothy D. Boswell | | 45,732 | | $ | 600,000 | | | 30,488 | | $ | 400,000 | |
| Hezron Timothy Lopez | | 9,718 | | $ | 127,500 | | | 6,479 | | $ | 85,000 | |
| Christopher Miner | | 9,718 | | $ | 127,500 | | | 6,479 | | $ | 85,000 | |
| Sally J. Shanks | | — | | $ | — | | | 7,622 | | $ | 100,000 | |
The grants for Mr. Williams and Mr. Miner were consistent with the originally intended grant date of November 29, 2017. The Compensation Committee approved that number of shares on March 20, 2018, including an adjustment to reflect the leveraged economic impactterms of the stock options. Because the stock price had materially increased from November 29, 2017 ($10.00) to March 20, 2018 ($13.60), the grant date fair value also materially increased. Therefore,
with respect to competitive compensation comparisons and pay for performance alignment, the Compensation Committee believes it is more appropriate to use the originally approved grant value of $2.6 million than the actual grant date value of $6.0 million, which increased solely as a result of aligning managementemployments agreements that they entered into in connection with the shareholders during the interim period of delay described above, and could have been lower than the original value if our stock price had declined.Merger.
Other Compensation and Benefits
Employment Agreements
We have entered into employment agreements or offer letters with each of our current named executive officers as summarized below.
The employment agreements or offer letters do not provide for any gross-ups with respect to any excise tax imposed by Section 280G of the Code. In the event that any payments under the employment agreements or offer letters would subject the executive officer to the excise tax under Section 280G of the Code, the amounts payable to the executive officer will be reduced to the level at which the excise tax will not apply, but only if such reduction would result in a greater after-tax amount to the participating executive officer.
Bradley L. Soultz, President and Chief Executive Officer
On November 29, 2017, weMarch 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Bradley L. Soultz (the “Soultz Agreement”), which became effective upon the Merger Date and provides that Mr. Soultz. Soultz will continue to serve as the CEO of the Company for 24 months following the Merger Date, with no renewal provisions.
The agreementSoultz Agreement provides for an annual base salary of $850,000 and that Mr. Soultz will be eligible for an annual target bonus of $1,062,500, or 125% of his base salary, and annual equity awards with a target grant date value of $2,600,000, 40%
in the form of time-based restricted stock units (“Time-BasedRSUs”) vesting ratably over four years and 60% in the form of performance-based restricted stock units (“Performance-Based RSUs”) vesting over three years. In connection with the Merger, Mr. Soultz received a retention award with a target grant date value of $1,250,000, 40% in the form of Time-Based RSUs vesting ratably over four years and 60% in the form of Performance-Based RSUs vesting over three years. The Soultz Agreement also includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination of employment.
On February 24, 2021, the Compensation Committee of the Board made adjustments to Mr. Soultz’ compensation in accordance with the Board’s annual review of executive compensation. Mr. Soultz’ base salary was increased to $900,000, his annual target was moved to 150% of base salary and his annual long-term incentive target grant level was increased to $3,500,000, effective March 1, 2021. The increases were in recognition of the outstanding performance of the Company following the Merger and Mr. Soultz’s added responsibilities following the exit of Mr. Kelly Williams.
The Soultz Agreement provides that in the event of a termination of employment without Cause (as defined in the Soultz Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Soultz Agreement), in addition to Accrued Benefits (as defined in the Soultz Agreement), Mr. Soultz will be entitled to receive (i) a cash severance payment of his continued base salary for 12 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination, (iv) continued vesting of any annual equity awards for 12 months and full vesting of the retention award and any annual equity awards granted within 24 months following the Merger Date (based on actual performance, as applicable), (v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for twelve months, and (vi) up to $25,000 in outplacement services. Mr. Soultz will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Soultz Agreement), except that he will receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Kelly Williams, President and Chief Operating Officer
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Kelly Williams, who was then the President and CEO of Mobile Mini (the “Williams Agreement”), which became effective upon the Merger Date, and provides that Mr. Williams will serve as the President and COO of the Company for an initial employment term of 3624 months withfrom the Merger Date, subject to automatic renewal for successive one year extensions afterone-year terms, unless Mr. Williams or the endCompany gives 90-days prior written notice of the initial term, unless either party provides a non-renewal noticean intention not to the other party at least 120 days before the expiration ofrenew the initial term or the renewal term, as applicable. Mr. Soultz’s agreement
The Williams Agreement provides for an annual base salary of $600,000, along$700,000 and that Mr. Williams will be eligible for an annual target bonus of $700,000, or 100% of his base salary, and annual equity awards with a short-term incentive target grant value of $798,000 (133%250% of annual salary)his base salary, 40% in the form of Time-Based RSUs vesting ratably over four years and 60% in the form of Performance-Based RSUs vesting over three years. In connection with the Merger, Mr. Williams received a long-term incentive annual allocationretention award with a grant date value of $1,000,000 (125%$3,000,000 in the form of annual short-term incentive target) comprised of 50% time-vested options and 50% restricted stockTime-Based RSUs vesting ratably over four years. The agreementWilliams Agreement also includes an annual automobile allowance of $1,250 per month$7,200 and non-compete and employment non-solicitation provisions for 24 months post-termination of employment.
The Williams Agreement provides that in the event of a termination of employment without Cause (as defined in the Williams Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Williams Agreement), in addition to Accrued Compensation (as defined in the Williams Agreement), Mr. Williams will be entitled to receive (i) two times the sum of his base salary at the highest rate in effect at any time within the 90-day period prior to and ending on the date the notice of termination is given (or the date of the Change of Control (as defined in the Williams Agreement) if such termination is within the year following a Change of Control) plus the Payment Amount (defined in the Williams Agreement as 100% of his base salary in effect during the year in which termination occurs), (ii) certain health insurance amounts for a period of 12 months (or 24 months if such termination occurs within the year following the Merger or a Change of Control), and (iii) full vesting of any equity-based awards, subject to performance targets and goals, as applicable (and, in the event the retention award was either not granted or the target amount of which was reduced, the cash value of the retention award that would have been made had it been granted in full, less the value of any portion of the retention award to the extent granted). The Williams Agreement provides that in the event of a Change in Control any outstanding equity awards will immediately vest in full with any performance targets and goals deemed satisfied at target level of performance.
On February 25, 2021, the Company announced that Kelly Williams will leave the Company on July 31, 2021. The Company and Mr. Williams entered into a transition, separation and release agreement on February 25, 2021 (the “Williams Separation Agreement”) relating to his transition and ultimate departure from the Company pursuant to which, among other things, in connection with his termination (i) Mr. Williams will receive a lump-sum cash payment, (ii) Mr. Williams’ time-based equity will vest, and (iii) Mr. Williams’ performance-based equity will vest or not vest depending upon the performance targets set in connection with the equity grant. Mr. Williams will support the Company in all matters relating to the orderly transition of his duties and responsibilities and will be available to consult with the Company after his termination date. Furthermore, in
conjunction with the separation agreement, the Company received an extension of Mr. Williams’ non-compete obligation from 2 years to 3 years; an extension of Mr. Williams’ non-solicitation obligation from 2 years to 5 years; and a 12 month non-competition and non-solicitation provision.
In March 2019, we adjustedclawback right in the event Mr. Soultz’s compensation to include a base salary of $750,000, a short-term incentive target of $900,000 (120% of annual salary), and a long-term incentive annual allocation of $1,950,000.Williams breaches the aforementioned obligations. For additional information, please see “Executive Compensation—Employment Agreements.”
Timothy D. Boswell, Executive Vice President and Chief Financial OfficerOfficer
On November 29, 2017, weMarch 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Timothy Boswell (the “Boswell Agreement”), effective as of March 1, 2020 (except as otherwise indicated therein with respect to certain compensation related to the Merger), which provides that Mr. Boswell. The agreement providesBoswell will continue to serve as the CFO of the Company for an initial employment term of 36 months with automaticfollowing the Merger Date, which automatically renews for successive one year extensions afterone-year periods, unless Mr. Boswell or the endCompany gives 120-days prior written notice of the initial term, unless either party provides a non-renewal noticean intention not to the other party at least 120 days before the expiration ofrenew the initial term or the renewal term, as applicable. Mr. Boswell’s agreement
The Boswell Agreement provides for an annual base salary after the Merger of $375,000, along$525,000 and that Mr. Boswell will be eligible for an annual target bonus after the Merger of $393,750, or 75% of annual base salary, and annual equity awards with a short-term incentive target grant value of $225,000 (60%$1,050,000, or 200% of annual salary) and a long-term incentive annual allocationhis base salary, 40% in the form of $300,000 (133% of short-term incentive target) comprised of 50% time-vested options and 50% restricted stockTime-Based RSUs vesting ratably over four years and 60% in the form of Performance-Based RSUs vesting over three years. In connection with the Merger, Mr. Boswell received a retention award with a target grant date value of $1,000,000, 40% in the form of Time-Based RSUs vesting ratably over four years and 60% in the form of Performance-Based RSUs vesting over three years. The agreementBoswell Agreement also includes aman annual automobile allowance of $1,250 per month$15,000 and anon-compete and employment non-solicitation provisions for 12 month non-competition and non-solicitation provision.months post-termination of employment.
In March 2019, we adjustedOn February 24, 2021, the Compensation Committee of the Board made adjustments to Mr. Boswell’s compensation to include ain accordance with the Board’s annual review of executive compensation. Mr. Boswell’s base salary was increased to $600,000, his annual target bonus was moved to 125% of $425,000, a short-termbase salary, and his annual long-term incentive target grant level was increased to $1,400,000, effective March 1, 2021. The increases were in recognition of $301,750 (71%the outstanding performance of the Company following the Merger and Mr. Boswell’s added responsibilities following the exit of Mr. Kelly Williams.
The Boswell Agreement provides that in the event of a termination of employment without Cause (as defined in the Boswell Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Boswell Agreement), in addition to Accrued Benefits (as defined in the Boswell Agreement), Mr. Boswell will be entitled to receive (i) a cash severance payment of his continued base salary for 18 months, (ii) a pro rata portion of the annual salary)bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination, (iv) continued vesting of any annual equity awards for 18 months and full vesting of the retention award and any annual equity awards granted within 24 months following the Merger, (v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for 12 months, and (vi) up to $25,000 in outplacement services. Mr. Boswell will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Boswell Agreement), except that he will receive (i) a cash severance payment equal to the sum of his continued base salary for 24 months and a long-term incentive annual allocationhis target bonus for the year of $500,000.termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 24 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Hezron Timothy Lopez, Executive Vice President General Counsel and Corporate SecretaryChief Human Resources Officer
InOn March 1, 2020, in connection with his appointment as our Vice President, General Counsel and Corporate Secretary on June 17, 2019, wethe execution of the Merger Agreement, the Company entered into an employment agreement with Hezron Lopez, who was then the Vice President, GC and Corporate Secretary of the Company (the “LopezAgreement”), which became effective on March 1, 2020, and provides that Mr. Lopez. The agreement providesLopez will serve as the Chief Human Resources Officer of the Company for an initial employment term of 36 months with automaticfollowing the Merger Date, which automatically renews for successive one year extensions afterone-year periods, unless Mr. Lopez or the endCompany gives 120-days prior written notice of the initial term, unless either party provides a non-renewal noticean intention not to the other party at least 120 days before the expiration ofrenew the initial term or the renewal term, as applicable. Mr. Lopez’s agreement
The Lopez Agreement provides for an annual base salary of $400,000. It also provides$425,000 and that Mr. Lopez will be eligible for a short-term incentive award target of 60% of annual salary. Further, it provides that he will receive an annual long-term incentivetarget bonus of $318,750, or 75% of his base salary, and annual awardequity awards with a target grant date value after the Merger of $320,000, with$425,000, or 100% of his base salary, 40% in the actual value determined by the Committee, with his initial annual award to consistform of 50% time-based restricted stock unitsTime-Based RSUs vesting ratably over four years and 50% performance-based restricted stock units60% in the form of Performance-Based RSUs vesting in full inover three years. The agreement also provides for an additional initial one-time long-term incentive equityIn connection with the Merger, Mr. Lopez received a retention award also subject to approval of the Committee, with a target grant date value of $160,000 during WillScot Corporation’s 2020 fiscal year, to consist$212,500, 40% in the form of 50% time-based stock unitsTime-Based RSUs vesting ratably over four years and 50% performance-based restricted stock units60% in the form of Performance-Based RSUs vesting in full inover three years. The agreementLopez Agreement also includes an annual automobile allowance of $1,250 per month$15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination.
The Lopez Agreement provides that in the event of a 24 month post-terminationtermination of employment non-solicitation provision.
without Cause (as defined in the Lopez Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Lopez Agreement), in addition to Accrued Benefits (as defined in the Lopez Agreement), Mr. Lopez will be entitled to receive (i) a cash severance payment of his continued base salary for 18 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target bonus for the year of termination, (iv) continued
vesting of any annual equity awards for 12 months and full vesting of the retention award and any annual equity awards granted within 24 months of the Merger, (v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for 12 months, and (vi) up to $25,000 in outplacement services. Mr. Lopez will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Lopez Agreement), except that he will receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Christopher J. Miner, Executive Vice President, Chief Legal Officer and Secretary
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Christopher Miner, who was then the Senior Vice President and GC of Mobile Mini (the “Miner Agreement”), which became effective upon the Merger Date, and provides that Mr. Miner will serve as the Senior Vice President, GC and Secretary of the Company for an initial term of 36 months following the Merger Date, which automatically renews for successive one-year periods, unless Mr. Miner or the Company gives 120-days prior written notice of an intention not to renew the initial term or the renewal term, as applicable.
The Miner Agreement provides for an annual base salary of $450,000 and that Mr. Miner will be eligible for an annual target bonus of $337,500, or 75% of his base salary, and annual equity awards with a target grant date value of $540,000, or 120% of his base salary, 40% in the form of Time-Based RSUs vesting ratably over four years and 60% in the form of Performance-Based RSUs vesting over three years. In connection with the Merger, Mr. Miner received a retention award with a grant date value of $212,500, 40% in the form of Time-Based RSUs vesting ratable over four years and 60% in the form of Performance-Based RSUs vesting over three years. The Miner agreement also includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination of employment.
The Miner Agreement provides that in the event of a termination of employment without Cause (as defined in the Miner Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Miner Agreement), in addition to Accrued Benefits (as defined in the Miner Agreement), Mr. Miner will be entitled to receive (i) a cash severance payment of his continued base salary for 12 months or 24 months if such termination occurs within one year following the Merger, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination or two times such target annual bonus if such termination occurs within one year following the Merger, (iv) full vesting of the retention award and any annual equity awards granted within 24 months of the Merger, and (v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for 12 months. Mr. Miner will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 12 month period after a Change in Control (as defined in the Miner Agreement), except that he will receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Sally J. Shanks, Senior Vice President, Chief Accounting Officer and Treasurer
In connection with her appointment as our Chief Accounting Officer and Treasurer in 2017, we entered into an offer letter with Ms. Shanks. We amended the letter in March 2019. The letter as amended provides for an annual base salary of $300,000, along with a short-term incentive target of 40% of base salary and a long-term incentive annual allocation of 50% of base salary. The agreement also includes an annual automobile allowance of $1,250 per month.$15,000. In July 2020, Ms. Shanks’ annual base salary was increased to $320,100, in connection with the Merger due to additional responsibilities placed upon her role and her increased span of management obligations.
The employment agreements and offer letters of each of our current named executive officers provide for payments and other benefits on qualifying terminations of employment and, in some cases, a change in control. These payments and other benefits, and the circumstances under which they would be triggered, as summarized below under “Potential Payments Upon Termination or Change in Control.”
Perquisites
We offer limited perquisites to our named executive officers and do not view them as a major component of our compensation package or philosophy. We believe these limited perquisites help make our executive compensation plans competitive, are generally more conservative than the perquisites that peer companies offer, and are cost-effective in that the perceived value of these items is higher than our actual cost. The perquisites we made available to our named executive officers during 20192020 consisted of an automobile allowance to facilitate the extensive travel regularly required as part of their job responsibilities and premiums for life and supplemental individual disability insurance. Until March 2019, we also provided Mr. Soultz with a monthly housing allowance to help defray part of his living expenses prior to his anticipated relocation. In 2019,2020, we provided Mr. Soultz and Mr. Lopez with relocation expenses in connection with their relocations to Maryland.Arizona. The aggregate incremental cost of these perquisites is reflected in the “All Other Compensation” column of the Summary Compensation Table.
Other Benefits
Our named executive officers are eligible to participate in broad-based employee benefit plans, including a 401(k) plan and group health insurance, which are generally available to all U.S. salaried employees and do not discriminate in favor of our NEOs.
Compensation Governance Policies
Executive Officer Stock Ownership Guidelines
We maintain stock ownership guidelines for our executive officers with the following target ownership levels:
| | | | | | | | |
| Executive Level |
| Target Ownership Level
as Multiple of Base Salary |
| Chief Executive Officer |
| 5x |
Chief Financial Officer, Chief Human Resources Officer and General Counsel | Chief Legal Officer | 3x |
| Other Executive Officers |
| 2x |
We expect executive officers to meet their target ownership level by the later of the fifth anniversary of their appointment as an executive officer and October 31, 2024, which is the fifth anniversary of the date we adopted the guidelines. We expect executive officers who have not achieved their target ownership level by the applicable deadline to retain all of their equity awards, net of an amount of shares sufficient to cover any taxes or exercise price due in connection with such equity awards, until the target ownership level is met. Once an executive officer has met the target ownership level, we will deem the executive officer to have satisfied the target ownership level until such time as the executive officer disposes of any shares, after which we will remeasure compliance. As of the date of this proxy statement, all of our executive officers either had met the target ownership level or had additional time to do so. We have also adopted stock ownership guidelines for our non-employee directors which we discuss above.
Securities Trading Policy (Hedging and Pledging Prohibited)
The Company’s Securities Trading Policy was amended in November 2019 to reflect various changes, including, but not limited to:Policy: (i) providingprovides that prohibitions on short sales, hedging transactions, and monetization transactions apply not only to the Company’s officers and directors, but also to the Company’s employees; and (ii) makingmakes clear that all officers, directors, and employees are prohibited from holding Company securities in a margin account or otherwise pledging companyCompany securities as collateral for a loan except as may be approved by the Board.
Clawback Policy
Our clawback authorizes us to recover cash and equity incentive compensation paid to or earned by our executive officers if there is a material restatement of our financial results (other than a restatement due to changes in accounting policy) such that the amount of incentive compensation actually paid or earned exceeded the amount that would have been paid or earned had the financial results been stated correctly initially or if the executive officer has engaged in misconduct that has resulted in, or has the potential to result in, material reputational or financial harm to our Company.
Regulatory Considerations
Section 162(m) of the Internal Revenue Code of 1986 generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to any covered employee. For compensation paid for our 20192020 fiscal year, each of our named executive officers was a covered employee for this purpose. Accordingly, the tax deduction we take for compensation paid to our NEOs may be limited by Code Section 162(m). The Compensation Committee nevertheless retains full discretion to award compensation packages that attract, retain and reward successful executive officers even if the deductibility of such compensation is limited. At the time of determining our executive compensation for 2019,2020, we reviewed the tax impact of such compensation on us as well as on our executive officers. In addition, we reviewed the impact of our compensation program against other considerations, such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees.
Compensation Committee Report
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for incorporation by reference into WillScot Corporation’sour 2020 Annual Report on Form 10-K for the year ended December 31, 2019 that was filed with the SEC on March 2, 2020.
Report.
Executive Compensation Tables
Summary Compensation Table for Fiscal Year 20192020
The following table shows for the fiscal years ended December 31, 2020, 2019 2018 and 2017,2018, compensation awarded or paid to, or earned by, our CEO, our CFO and the two other individuals who served as executive officers during 2019.2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position(1) | | Year | | Salary ($)(2) | | Bonus ($)(3) | | Stock Awards ($)(4) | | Option Awards ($) | | Non-Equity Plan Compen- sation ($)(5) | | All Other Compen- sation ($)(6) | | Total ($) |
| | | | | | | | | | | | | | | | |
| Bradley L. Soultz President & Chief Executive Officer | | 2019 | | $ | 715,385 | | | $ | — | | | $ | 2,949,995 | | | $ | — | | | $ | 900,000 | | | $ | 56,407 | | | $ | 4,621,787 | |
| | 2018 | | $ | 600,000 | | | $ | — | | | $ | 3,768,002 | | | $ | 2,249,338 | | | $ | 534,168 | | | $ | 95,009 | | | $ | 7,246,517 | |
| | 2017 | | $ | 404,367 | | | $ | 225,000 | | | $ | — | | | $ | — | | | $ | 430,597 | | | $ | 1,629,632 | | | $ | 2,689,596 | |
| | | | | | | | | | | | | | | | |
Timothy D. Boswell Chief Financial Officer | | 2019 | | $ | 413,461 | | | $ | — | | | $ | 999,998 | | | $ | — | | | $ | 301,750 | | | $ | 32,393 | | | $ | 1,747,602 | |
| | 2018 | | $ | 375,000 | | | $ | — | | | $ | 1,159,386 | | | $ | 692,102 | | | $ | 250,544 | | | $ | 34,374 | | | $ | 2,511,406 | |
| | 2017 | | $ | 298,308 | | | $ | 225,000 | | | $ | — | | | $ | — | | | $ | 184,627 | | | $ | 449,119 | | | $ | 1,157,054 | |
| | | | | | | | | | | | | | | | |
Hezron Timothy Lopez Vice President, General Counsel & Corporate Secretary | | 2019 | | $ | 207,692 | | | $ | — | | | $ | — | | | $ | — | | | $ | 106,599 | | | $ | 82,160 | | | $ | 396,451 | |
| | 2018 | | $ | — | | | $ | — | | | $ | — | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | 2017 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
Sally J. Shanks Chief Accounting Officer and Treasurer | | 2019 | | $ | 299,570 | | | $ | — | | | $ | 150,006 | | | $ | — | | | $ | 98,254 | | | $ | 26,277 | | | $ | 574,107 | |
| | 2018 | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | $ | — | |
| | 2017 | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
Bradley L. Bacon Former Vice President, General Counsel & Corporate Secretary | | 2019 | | $ | 133,785 | | | $ | — | | | $ | 174,999 | | | $ | — | | | $ | — | | | $ | 14,773 | | | $ | 323,557 | |
| | 2018 | | $ | 296,027 | | | $ | — | | | $ | 507,960 | | | $ | 303,231 | | | $ | 78,236 | | | $ | 26,911 | | | $ | 1,212,365 | |
| | 2017 | | $ | 95,625 | | | $ | 30,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 94,203 | | | $ | 219,828 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Salary ($)(1) | | Bonus ($)(2) | | Stock Awards ($)(3) | | Option Awards ($) | | Non-Equity Plan Compen- sation ($)(4) | | All Other Compen- sation ($)(6)(7) | | Total ($) |
| | | | | | | | | | | | | | | | |
| Bradley L. Soultz Chief Executive Officer | | 2020 | | $ | 797,308 | | | $ | — | | | $ | 3,450,000 | | | $ | — | | | $ | 1,224,422 | | | $ | 661,671 | | | $ | 6,133,401 | |
| 2019 | | $ | 715,385 | | | $ | — | | | $ | 2,949,995 | | | $ | — | | | $ | 900,000 | | | $ | 56,407 | | | $ | 4,621,787 | |
| 2018 | | $ | 600,000 | | | $ | — | | | $ | 3,768,002 | | | $ | 2,249,338 | | | $ | 534,168 | | | $ | 95,009 | | | $ | 7,246,517 | |
| | | | | | | | | | | | | | | | |
Kelly Williams (5) President & Chief Operating Officer | | 2020 | | $ | 346,278 | | | $ | — | | | $ | 3,000,000 | | | $ | — | | | $ | 438,734 | | | $ | 6,202 | | | $ | 3,791,214 | |
| 2019 | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
| 2018 | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
| | | | | | | | | | | | | | | | |
Timothy D. Boswell EVP and Chief Financial Officer | | 2020 | | $ | 485,365 | | | $ | — | | | $ | 1,715,000 | | | $ | — | | | $ | 494,817 | | | $ | 32,933 | | | $ | 2,728,115 | |
| 2019 | | $ | 413,461 | | | $ | — | | | $ | 999,998 | | | $ | — | | | $ | 301,750 | | | $ | 32,393 | | | $ | 1,747,602 | |
| 2018 | | $ | 375,000 | | | $ | — | | | $ | 1,159,386 | | | $ | 692,102 | | | $ | 250,544 | | | $ | 34,374 | | | $ | 2,511,406 | |
| | | | | | | | | | | | | | | | |
Hezron Timothy Lopez EVP, Chief Human Resources Officer | | 2020 | | $ | 421,154 | | | $ | — | | | $ | 722,500 | | | $ | — | | | $ | 367,326 | | | $ | 459,271 | | | $ | 1,970,251 | |
| 2019 | | $ | 207,692 | | | $ | — | | | $ | — | | | $ | — | | | $ | 106,599 | | | $ | 82,160 | | | $ | 396,451 | |
| 2018 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
Christopher Miner (5) EVP, Chief Legal Counsel and Secretary | | 2020 | | $ | 223,260 | | | $ | — | | | $ | 212,500 | | | $ | — | | | $ | 212,152 | | | $ | 11,609 | | | $ | 659,521 | |
| 2019 | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
| 2018 | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | N/A |
| | | | | | | | | | | | | | | | |
Sally J. Shanks SVP, Chief Accounting Officer and Treasurer | | 2020 | | $ | 310,050 | | | $ | — | | | $ | 250,000 | | | $ | — | | | $ | 147,553 | | | $ | 26,833 | | | $ | 734,436 | |
| 2019 | | $ | 299,570 | | | $ | — | | | $ | 150,006 | | | $ | — | | | $ | 98,254 | | | $ | 26,277 | | | $ | 574,107 | |
| 2018 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
(1) Reported amounts include payments made by WSII prior to the consummation of the Business Combination. Mr. Lopez became an employee of our company on June 17, 2019. Mr. Bacon separated from employment on June 3, 2019.
(2) Amounts in this column represent the dollar value of base salary we paid to our named executive officers.
(3)(2) Amounts in this column represent discretionary bonuses, retention bonuses and signing bonuses. In 2017, Messrs. Soultz and Boswell received a $225,000 discretionary bonus, and Mr. Bacon received a $30,000 signing bonus upon accepting WSII’s offer of employment.
(4)(3) Amounts in this column for 20192020 represent the aggregate grant fair value calculated in accordance with ASC 718 with respect to restricted stock unit grants to our named executive officers in March 2019and July 2020 under our 20172020 Incentive Award Plan (“LTIP”). For the assumptions used in determining these values, see Note [17]17 to our 20192020 audited financial statements contained in our 2020 Annual Report on Form 10-K for the year ended December 31, 2019.Report.
(5)(4) Amounts in this column represent payments under our STIP for 2019.
(6) Amounts in this column for 2019 are set forth in the table below:2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Auto Allowance | | Employer 401(k) Contributions | | Life and Supplemental Individual Disability Insurance Premiums | | Housing Allowance | | Relocation | | Total |
| | | | | | | | | | | | |
| Bradley L. Soultz | | $ | 15,000 | | | $ | 11,058 | | | $ | 6,644 | | | $ | 23,705 | | | $ | — | | | $ | 56,407 | |
| | | | | | | | | | | | |
| Timothy D. Boswell | | $ | 15,000 | | | $ | 12,375 | | | $ | 5,018 | | | $ | — | | | $ | — | | | $ | 32,393 | |
| | | | | | | | | | | | |
| Hezron Timothy Lopez | | $ | 8,750 | | | $ | 6,769 | | | $ | 2,417 | | | $ | — | | | $ | 64,224 | | | $ | 82,160 | |
| | | | | | | | | | | | |
| Sally J. Shanks | | $ | 15,000 | | | $ | 10,485 | | | $ | 792 | | | $ | — | | | $ | — | | | $ | 26,277 | |
| | | | | | | | | | | | |
| Bradley L. Bacon | | $ | 6,250 | | | $ | 6,034 | | | $ | 2,489 | | | $ | — | | | $ | — | | | $ | 14,773 | |
(6) Kelly Williams’ employment with the Company will terminate on July 31, 2021, see Compensation Discussion and Analysis – Elements of Compensation - In Detail – Other Compensation and Benefits – Employment Agreements.
(7) Amounts in this column for 2020 are set forth in the table below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Auto Allowance | | Employer 401(k) Contributions | | Life and Supplemental Individual Disability Insurance Premiums | | Housing Allowance | | Relocation | | Total |
| | | | | | | | | | | | |
| Bradley L. Soultz | | $ | 15,000 | | | $ | 11,337 | | | $ | 6,644 | | | $ | — | | | $ | 628,690 | | | $ | 661,671 | |
| Kelly Williams (a) | | $ | 4,200 | | | $ | — | | | $ | 2,002 | | | $ | — | | | $ | — | | | $ | 6,202 | |
| Timothy D. Boswell | | $ | 15,000 | | | $ | 12,825 | | | $ | 5,108 | | | $ | — | | | $ | — | | | $ | 32,933 | |
| Hezron Timothy Lopez | | $ | 15,000 | | | $ | 12,825 | | | $ | 5,811 | | | $ | — | | | $ | 425,635 | | | $ | 459,271 | |
| Christopher Miner (a) | | $ | 7,500 | | | $ | 3,760 | | | $ | 349 | | | $ | — | | | $ | — | | | $ | 11,609 | |
| Sally J. Shanks | | $ | 15,000 | | | $ | 11,116 | | | $ | 717 | | | $ | — | | | $ | — | | | $ | 26,833 | |
(a) July 1, 2020 through December 31, 2020
Grants of Plan-Based Awards for Fiscal Year 20192020
The following table sets forth information regarding all grants of plan-based awards that we made to our named executive officersNEOs during 2019.2020. Disclosure on a separate line is provided for each grant made to an NEO during the year. The information supplements the disclosure of stock, option and non-equity incentive plan awards in the Summary Compensation Table by providing additional details about these awards. Non-equity incentive plan awards are awards that are not subject to ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period.
| | Name | Name | Grant Date | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | |
All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | Name | Grant Date | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) |
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | Name | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) |
| | Bradley L. Soultz | Bradley L. Soultz | 3/21/2019 | $ | 450,000 | | $ | 900,000 | | $ | 1,665,000 | | 75,706 | | 151,411 | | 227,117 | | 100,941 | | — | | $ | — | | $ | 2,949,995 | | Bradley L. Soultz | 3/5/2020 | 3/4/2020 | $ | 531,250 | | $ | 1,062,500 | | $ | 2,125,000 | | 39,333 | | 78,665 | | 117,998 | | 131,108 | | — | | $ | — | | $ | 2,200,000 | |
| | | | | 7/2/2020 | 7/1/2020 | $ | — | | $ | — | | $ | — | | 28,583 | | 57,165 | | 85,478 | | 95,274 | | — | | $ | — | | $ | 1,250,000 | |
| Kelly Williams | | Kelly Williams | 7/2/2020 | 7/1/2020 | $ | 175,000 | | $ | 350,000 | | $ | 700,000 | | — | | — | | — | | 228,659 | | — | | $ | — | | $ | 3,000,000 | |
| Timothy D. Boswell | Timothy D. Boswell | 3/21/2019 | $ | 150,875 | | $ | 301,750 | | $ | 558,238 | | 25,663 | | 51,326 | | 76,989 | | 34,217 | | — | | $ | — | | $ | 999,998 | | Timothy D. Boswell | 3/5/2020 | 3/4/2020 | $ | 196,875 | | $ | 393,750 | | $ | 787,500 | | 12,783 | | 25,566 | | 38,349 | | 42,610 | | — | | $ | — | | $ | 715,000 | |
| | | 7/2/2020 | 7/1/2020 | $ | — | | $ | — | | $ | — | | 22,866 | | 45,732 | | 68,698 | | 76,220 | | — | | $ | — | | $ | 1,000,000 | |
| Hezron Timothy Lopez | Hezron Timothy Lopez | — | | — | | $ | 120,000 | | $ | 240,000 | | $ | 480,000 | | — | | — | | — | | — | | — | | $ | — | | $ | — | | Hezron Timothy Lopez | 3/5/2020 | 3/4/2020 | $ | 159,375 | | $ | 318,750 | | $ | 637,500 | | 9,118 | | 18,236 | | 27,354 | | 30,393 | | — | | $ | — | | $ | 510,000 | |
| | | | | | 7/2/2020 | 7/1/2020 | $ | — | | $ | — | | $ | — | | 4,859 | | 9,718 | | 14,577 | | 16,196 | | — | | $ | — | | $ | 212,500 | |
| Sally J. Shanks | Sally J. Shanks | 3/21/2019 | $ | 60,000 | | $ | 120,000 | | $ | 240,000 | | 3,208 | | 6,416 | | 9,624 | | 6,416 | | — | | $ | — | | $ | 150,006 | | Sally J. Shanks | 3/5/2020 | 3/4/2020 | $ | 64,020 | | $ | 128,040 | | $ | 256,080 | | 2,235 | | 4,470 | | 6,705 | | 8,939 | | — | | $ | — | | $ | 150,000 | |
| | | 7/2/2020 | 7/1/2020 | $ | — | | $ | — | | $ | — | | — | | — | | — | | 7,622 | | — | | $ | — | | $ | 100,000 | |
| Bradley L. Bacon | 3/21/2019 | $ | — | | $ | — | | $ | — | | — | | — | | — | | — | | — | | $ | — | | $ | — | | |
| Christopher Miner | | Christopher Miner | 7/2/2020 | 7/1/2020 | $ | 84,375 | | $ | 168,750 | | $ | 337,500 | | 4,859 | | 9,718 | | 14,577 | | 16,196 | | — | | $ | — | | $ | 212,500 | |
Hezron LopezKelly Williams and Christopher Miner joined the Company afteron July 1, 2020 in conjunction with the March 21, 2019 grant dateMerger and will becomebe eligible for normal cycle grants beginning in 2020. Bradley Bacon’s 2019 unvested grants2021. Consequently, their non-equity targets in 2020 were forfeited when he separated from the Company on June 3, 2019.one half of a full fiscal year.
Outstanding Equity Awards at Fiscal 20192020 Year-End
The following table presents certain information concerning equity awards that our named executive officers held as of December 31, 2019.2020.
| | Name | Name | Option Awards | | | Stock Awards | | Name | Option Awards | | Stock Awards |
| Options Unexercised and Exercisable | | Options Unexercised and Unexerciseable | | Option Exercise Price | Option expiration date | | Number of shares or units of stock that have not vested (#) | | Market value of shares or units of stock that have not vested ($)(1)
| | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | Name | Options Unexercised and Exercisable | | Options Unexercised and Unexerciseable | | Option Exercise Price | Option expiration date | | Number of shares or units of stock that have not vested (#) | | Market value of shares or units of stock that have not vested ($)(1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| | Bradley L. Soultz | Bradley L. Soultz | 102,124 | (2) | 306,373 | (2) | $13.60 | March 20, 2028 | | 308,736(3) | | $ | 5,708,529 | | | 151,411 | | | $ | 2,799,589 | | Bradley L. Soultz | 204,249 | | (2) | 204,249 | | (2) | $23.17 | March 20, 2028 | | 304,789(3) | | $ | 7,061,961 | | | 287,241 | | | $ | 6,655,374 | |
| | Kelly Williams | | Kelly Williams | — | | | — | | | — | | N/A | | 228,659 | | | $ | 5,298,029 | | | — | | | $ | — | |
| Timothy D. Boswell | Timothy D. Boswell | 31,422 | (2) | 94,269 | (2) | $13.60 | March 20, 2028 | | 98,154(4) | | $ | 1,814,867 | | | 51,326 | | | $ | 949,018 | | Timothy D. Boswell | 62,845 | | (2) | 62,845 | | (2) | $23.17 | March 20, 2028 | | 115,820(4) | | $ | 2,683,549 | | | 122,624 | | | $ | 2,841,198 | |
| | Hezron Timothy Lopez | Hezron Timothy Lopez | — | | | — | | | — | | N/A | | | — | | | — | | | — | | | — | | Hezron Timothy Lopez | — | | | — | | | — | | N/A | | 18,836 | | | $ | 436,430 | | | 27,954 | | | $ | 647,694 | |
| | Christopher Miner | | Christopher Miner | — | | | — | | | — | | N/A | | 6,479 | | | $ | 150,118 | | | 9,718 | | | $ | 225,166 | |
| Sally J. Shanks | Sally J. Shanks | — | | | | — | | | | — | | N/A | | | 18,791 | | | $ | 347,446 | | | 6,416 | | | $ | 118,632 | | Sally J. Shanks | — | | | — | | | — | | N/A | | 25,154 | | | $ | 582,818 | | | 10,886 | | | $ | 252,229 | |
| | Bradley L. Bacon | — | | | | — | | | | — | | N/A | | | | — | | | | — | | | | — | | | | — | | |
Options were granted to Bradley Soultz and Timothy Boswell and Bradley Bacon on March 20, 2018. Bradley Bacon’s 2019 unvested options were forfeited when he separated from the Company on June 3, 2019. Hezron Lopez joined the Company on June 17, 2019 and will become eligible for grants beginning in 2020.
(1) Market value was calculated based upon the closing price of the Company’s shares of Class A common stockCommon Stock on Nasdaq of $18.49$23.17 on December 31, 2019,2020, the last trading day of the Company’s last completed fiscal year.
(2) Consists of stock options awarded on March 20, 2018. Each stock option represents the right upon vesting to buy one share of Class A common stock.Common Stock. The stock options vest in four equal installments on each of the first four anniversaries of the grant date.
(3) Consists of 207,795 time-based138,530 Time-Based RSUs awarded on March 20, 2018, and 100,941 time-vesting75,706 Time-Based RSUs awarded on March 20, 2019, 52,443 Time-Based RSUs awarded on March 5, 2020, and 38,110 Time-Based RSUs awarded on July 2, 2020, in each case that remained unvested as of December 31, 2019.2020. Each RSU represents a contingent right to receive upon vesting one share of Class A common stockCommon Stock or its cash equivalent, as determined by the Company. The RSU awards vest in four equal installments on each of the first four anniversaries of the grant date.
(4) Consists of 63,937 time-based42,625 Time-Based RSUs awarded on March 20, 2018 and 34,217 time-vesting25,663 Time-Based RSUs awarded on March 20, 2019, 17,044 Time-Based RSUs awarded on March 5, 2020, and 30,448 Time-Based RSUs awarded on July 2, 2020 in each case that remained unvested as of December 31, 2019. Each RSU represents a contingent right to receive upon vesting one share of Class A common stockCommon Stock or its cash equivalent, as determined by the Company. The RSU awards vest in four equal installments on each of the first four anniversaries of the grant date.
Option Exercises and Stock Vested in Fiscal Year 20192020
The following table sets forth information concerning option exercises and restricted stock awards vested during 20192020 for our named executive officers.
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| | Option Awards | | | Stock Awards | |
| Option Awards | Stock Awards |
| Name | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) |
| | Bradley L. Soultz | Bradley L. Soultz | | — | | | — | | | 69,264 | | | $ | 764,675 | | Bradley L. Soultz | — | | | $ | — | | 94,500 | | | $ | 743,715 | |
| | Kelly Williams | | Kelly Williams | — | | | $ | — | | — | | | $ | — | |
| Timothy D. Boswell | Timothy D. Boswell | | — | | | — | | | 21,312 | | | $ | 235,284 | | Timothy D. Boswell | — | | | $ | — | | 29,866 | | | $ | 235,045 | |
| | Hezron Timothy Lopez | Hezron Timothy Lopez | | — | | | — | | | — | | | $ | — | | Hezron Timothy Lopez | — | | | $ | — | | — | | | $ | — | |
| | Christopher Miner | | Christopher Miner | — | | | $ | — | | — | | | $ | — | |
| Sally J. Shanks | Sally J. Shanks | | — | | | — | | | 4,125 | | | $ | 45,540 | | Sally J. Shanks | —�� | | | $ | — | | 5,729 | | | $ | 45,087 | |
| | Bradley L. Bacon | | 13,767 | | | $ | 24,797 | | | 9,337 | | | $ | 103,080 | | |
Potential Payments Upon Termination or Change in Control
The following table discloses potential payments and benefits under our compensation benefit plans and agreements with the named executive officers in each situation in the table below assuming that the termination of employment or change in control of our companyCompany occurred at December 31, 2019,2020, the last business day of our fiscal year, and that our Class A common stockCommon Stock was valued at the closing market price as of December 31, 20192020 of $18.49.$23.17. The Pro rate bonus payout assumes full year exit maximum at December 31 of the year. The actual amount of payments and benefits can only be determined at the time of such a termination or change in control, and therefore the actual amounts would vary from the estimated amounts in the tables below. In addition, the amount of payments and benefits that named executive officers would actually receive may be materially less than the estimated amounts in the tables below because all such amounts in the tables below are on a pre-tax basis.
Descriptions of the circumstances that would trigger payments or benefits to the named executive officer, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits and other material factors regarding such plans and agreements, as well as other material assumptions we have made in calculating the estimated compensation, follow these tables.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Termination by Death ($) | | Termination by Disability ($) | | Termination by Company without Cause or by Executive for Good Reason ($) | | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | |
| | | | | | | | | |
| Bradley L. Soultz | |
| | | |
| |
| |
| Severance | | $ | 850,000 | | (1) | $ | — | | | $ | 1,912,500 | | | $ | 2,868,750 | | |
| Pro Rata Bonus | | 1,224,422 | | | 1,224,422 | | | 1,224,422 | | | 1,224,422 | | |
| Vesting of Stock Options | | 1,954,663 | | | 1,954,663 | | | — | | | 1,954,663 | | |
Vesting of Restricted Stock Units(2) | | 13,717,335 | | | 13,717,335 | | | 2,207,522 | | | 13,717,335 | | |
| Insurance | | — | | | 22,038 | | | 22,038 | | | 33,057 | | |
| Total | | $ | 17,746,420 | | | $ | 16,918,458 | | | $ | 5,366,482 | | | $ | 19,798,227 | | |
| |
| | | |
| |
| |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Termination by Death ($) | | Termination by Disability ($) | | | Termination by Company without Cause or by Executive for Good Reason ($) | | | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | |
| | | | | | | | | | | |
| Bradley L. Soultz | |
| | | | |
| | |
| |
| Severance | | $ | 250,000 | | (1) | $ | — | | | | $ | 750,000 | | | | $ | 2,475,000 | | |
| Pro Rata Bonus | | 900,000 | | | 900,000 | | | | | 900,000 | | | | 900,000 | | |
| Vesting of Stock Options | | 1,498,164 | | | 1,498,164 | | | | | — | | | | 1,498,164 | | |
Vesting of Restricted Stock Units(2) | | 8,508,118 | | | | 8,508,118 | | | | | — | | | | 8,508,118 | | |
| Insurance | | — | | | — | | | | | 21,885 | | | | 32,828 | | |
| Total | | $ | 11,156,282 | | | $ | 10,906,282 | | | | $ | 1,671,885 | | | | $ | 13,414,110 | | |
| |
| | | | |
| | |
| |
| Timothy D. Boswell | |
| | | | |
| | |
| |
| Severance | | $ | — | | (1) | $ | — | | | | $ | 425,000 | | | | $ | 726,750 | | |
| Pro Rata Bonus | | 301,750 | | | | 301,750 | | | | | 301,750 | | | | 301,750 | | |
| Vesting of Stock Options | | 460,975 | | | | 460,975 | | | | | — | | | | 460,975 | | |
Vesting of Restricted Stock Units(2) | | 2,763,885 | | | | 2,763,885 | | | | | — | | | | 2,763,885 | | |
| Insurance | | — | | | | — | | | | | 21,364 | | | | 21,364 | | |
| Total | | $ | 3,526,610 | | | | $ | 3,526,610 | | | | | | $ | 748,114 | | | | | | $ | 4,274,724 | | |
| |
| | | | |
| | |
| |
| Hezron Timothy Lopez | |
| | | | |
| | |
| |
| Severance | | $ | — | | (1) | $ | — | | | | $ | 400,000 | | | | $ | 640,000 | | |
| Pro Rata Bonus | | 106,599 | | | | 106,599 | | | | | 106,599 | | | | 106,599 | | |
| Vesting of Stock Options | | — | | | — | | | | — | | | | — | | |
| Vesting of Restricted Stock Units | | — | | | — | | | | — | | | | — | | |
| Insurance | | — | | | | — | | | | | | 21,668 | | | | | | 21,668 | | |
| Total | | $ | 106,599 | | | | $ | 106,599 | | | | | | $ | 528,267 | | | | | | $ | 768,267 | | |
| |
| | | | |
| | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Termination by Death ($) | | Termination by Disability ($) | | Termination by Company without Cause or by Executive for Good Reason ($) | | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | |
| Kelly Williams | |
| | | |
| |
| |
| Severance | | $ | — | | | $ | — | | | $ | 2,100,000 | | | $ | 2,100,000 | | |
| Pro Rata Bonus | | 438,734 | | | 438,734 | | | — | | | — | | |
| Vesting of Stock Options | | — | | | — | | | — | | | — | | |
Vesting of Restricted Stock Units(2) | | 5,298,029 | | | 5,298,029 | | | 5,298,029 | | | 5,298,029 | | |
| Insurance | | 21,939 | | | 21,939 | | | 43,878 | | | 43,878 | | |
| Total | | $ | 5,758,702 | | | $ | 5,758,702 | | | $ | 7,441,907 | | | $ | 7,441,907 | | |
| |
| | | |
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| Timothy D. Boswell | |
| | | |
| |
| |
| Severance | | $ | 525,000 | | (1) | $ | — | | | $ | 1,181,250 | | | $ | 1,443,750 | | |
| Pro Rata Bonus | | 494,817 | | | 494,817 | | | 494,817 | | | 494,817 | | |
| Vesting of Stock Options | | 601,427 | | | 601,427 | | | — | | | 601,427 | | |
Vesting of Restricted Stock Units(2) | | 5,524,747 | | | 5,524,747 | | | 1,766,017 | | | 5,524,747 | | |
| Insurance | | — | | | 21,352 | | | 32,028 | | | 42,704 | | |
| Total | | $ | 7,145,991 | | | $ | 6,642,343 | | | $ | 3,474,112 | | | $ | 8,107,445 | | |
| |
| | | |
| |
| |
| Hezron Timothy Lopez | |
| | | |
| |
| |
| Severance | | $ | 425,000 | | (1) | $ | — | | | $ | 743,750 | | | $ | 1,115,625 | | |
| Pro Rata Bonus | | 367,326 | | | 367,326 | | | 367,326 | | | 367,326 | | |
| Vesting of Stock Options | | — | | | — | | | — | | | — | | |
Vesting of Restricted Stock Units(2) | | 1,079,490 | | | 1,079,490 | | | 375,284 | | | 1,079,490 | | |
| Insurance | | — | | | 21,950 | | | 21,950 | | | 32,925 | | |
| Total | | $ | 1,871,816 | | | $ | 1,468,766 | | | $ | 1,508,310 | | | $ | 2,595,366 | | |
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| Christopher Miner | |
| | | |
| |
| |
| Severance | | $ | 450,000 | | | $ | — | | | $ | 1,575,000 | | | $ | 1,181,250 | | |
| Pro Rata Bonus | | 212,152 | | | 212,152 | | | 212,152 | | | 212,152 | | |
| Vesting of Stock Options | | — | | | — | | | — | | | — | | |
Vesting of Restricted Stock Units(2) | | 375,284 | | | 375,284 | | | 375,284 | | | 375,284 | | |
| Insurance | | — | | | 32,491 | | | 32,491 | | | 43,321 | | |
| Total | | $ | 1,037,436 | | | $ | 619,927 | | | $ | 2,194,927 | | | $ | 1,812,007 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Termination by Death ($) | | Termination by Disability ($) | | Termination by Company without Cause or by Executive for Good Reason ($) | | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | |
| Sally J. Shanks | | | | | | | | | |
Severance(3) | | $ | — | | | $ | — | | | $ | 225,000 | | | $ | 275,000 | | (4) |
Pro Rata Bonus(3) | | — | | | | — | | | | 98,254 | | | 98,254 | | |
| Vesting of Stock Options | | — | | | — | | | — | | | — | | |
Vesting of Restricted Stock Units(2) | | 466,077 | | | 466,077 | | | — | | | 466,077 | | |
| Insurance | | — | | | | — | | | 1,141 | | | 1,141 | | |
| Total | | $ | 466,077 | | | $ | 466,077 | | | $ | 324,395 | | | $ | 840,472 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Termination by Death ($) | | Termination by Disability ($) | | Termination by Company without Cause or by Executive for Good Reason ($) | | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | |
| | | | | | | | | |
| Sally J. Shanks | | | | | | | | | |
Severance(3) | | $ | — | | | $ | — | | | $ | 240,075 | | | $ | 290,075 | | (4) |
| Pro Rata Bonus | | — | | | — | | | 147,553 | | | 147,533 | | |
| Vesting of Stock Options | | — | | | — | | | — | | | — | | |
Vesting of Restricted Stock Units(2) | | 835,047 | | | 835,047 | | | — | | | 835,047 | | |
| Insurance | | — | | | — | | | 1,281 | | | 1,281 | | |
| Total | | $ | 835,047 | | | $ | 835,047 | | | $ | 388,909 | | | $ | 1,273,936 | | |
| | | | | | | | | |
(1) 1x salary minus companyCompany paid life insurance (maximum death benefit of $500,000).
(2) Includes performance based RSU's at target performance.
(3) Only payable in the case of Termination by Company without Cause (with or without a Change in Control)
(4) Ms. Shanks Offer Letter, as amended, provides for $50,000 upon the closing of a transaction that results in a Change of Control of WillScot Corporation, regardless if accompanied by employment termination.
In connection with Mr. Bacon’s separation from employment on June 3, 2019, we entered into an agreement pursuant to which, among other things, Mr. Bacon received a lump-sum cash payment of $405,502, representing 12 months’ base salary, plus an additional $100,000. In addition, he received a pro rata portion of his target bonus under the 2019 STIP. Mr. Bacon also received continued vesting of his RSUs for 12 months after his separation, with an estimated value of $150,649 using the closing price of our Class A common stock on June 3, 2019. He also received reimbursement of up to $10,000 of reasonable out-of-pocket legal expenses incurred in connection with the negotiation and preparation of his separation agreement.
Employment Agreement Provisions Relating to Termination of Employment or Change in Control
As discussed above under “Compensation Discussion and Analysis – Elements of Compensation - In Detail – Other Compensation and Benefits – Employment Agreements,” we have entered into employment agreements or offer letters with each of our current named executive officers. Those agreements or offer letters provide for severance and other benefits upon termination that are quantified in the table above. A summary of the provisions of the agreements or offer letters relating to termination of employment is below.
Bradley L. Soultz, President and Chief Executive Officer
Under Mr. Soultz’s agreement, if we terminate hisThe Soultz Agreement provides that in the event of a termination of employment without cause, or Mr.Cause (as defined in the Soultz terminates his employment for good reason, other than in connection with a change in control, we will pay Mr. Soultz a full year’s base salary from the date of termination and a pro rata portion of his annual performance bonus he would have received based on actual performance. Mr. Soultz will also receive payments equal to the cost of obtaining continued coverage under our group health insurance plan for 12 months following termination. If Mr. Soultz’s employment is terminated without causeAgreement) or due to Mr. Soultz’s disabilitythe delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in connection with a changethe Soultz Agreement), in control, or if Mr.addition to Accrued Benefits (as defined in the Soultz terminates his employment for good reason within twelve months after a change in control, thenAgreement), Mr. Soultz will be entitled to receive 150%(i) a cash severance payment of his continued base salary and target annual bonus (paid in a lump sum if specified conditions are met),for 12 months, (ii) a pro rata portion of histhe annual performance bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination, (iv) continued vesting of any annual equity awards for 12 months and full vesting of the retention award and any annual equity awards granted within 24 months following the Merger Date (based on actual performance, as well as a lump sum paymentapplicable), (v) payments equal to the costscost of continuedcontinuing coverage under our groupthe Company’s health insurance plan for 12twelve months, and (vi) up to $25,000 in outplacement services. Mr. Soultz will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 30-month period following termination. Additionally,the Merger or the 12-month period after any subsequent Change in Control (as defined in the Soultz Agreement), except that he will receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Kelly Williams, President and Chief Operating Officer
The Williams Agreement provides that in the event of a termination of employment without Cause (as defined in the Williams Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Williams Agreement), in addition to Accrued Compensation (as defined in the Williams Agreement), Mr. Williams will be entitled to receive (i) two times the sum of his base salary at the highest rate in effect at any time within the 90-day period prior to and ending on the date the notice of termination is given (or the date of the Change of Control (as defined in the Williams Agreement) if such termination is within the year following a Change of Control) plus the Payment Amount (defined in the Williams Agreement as 100% of his base salary in effect during the year in which termination occurs), (ii) certain health insurance amounts for a period of 12 months (or 24 months if such termination occurs within the year following the Merger or a Change of Control), and (iii) full vesting of any equity-based awards, subject to time-based vesting shallperformance targets and goals, as applicable. The Williams Agreement provides that in the event of a Change in Control any outstanding equity awards will immediately vest.vest in full with any performance targets and goals deemed satisfied at target level of performance.
If we terminate Mr. Soultz’sTimothy D. Boswell, Chief Financial Officer
The Boswell Agreement provides that in the event of a termination of employment without Cause (as defined in the Boswell Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Boswell Agreement), in addition to Accrued Benefits (as defined in the Boswell Agreement), Mr. Boswell will be entitled to receive (i) a cash severance payment of his disability, or if his employment terminates due to his death, we will pay to Mr. Soultz (or his legal representative or estate)continued base salary for 18 months, (ii) a pro rata portion of histhe annual performance bonus he would have received based on actual performance. Additionally,performance, (iii) his full target annual bonus for the year of termination, (iv) continued vesting of any annual equity awards for 18 months and full vesting of the retention award and any annual equity awards granted within 24 months following the Merger, (v) payments equal to the cost of continuing coverage under the Company's health insurance plan for 12 months, and (vi) up to $25,000 in outplacement services. Mr. Boswell will be entitled to the same benefits in the event of a termination of employment during the 30-month period following the Merger or the 12-month period after any subsequent change in control, except that he will receive (i) a cash severance payment equal to the sum of his continued base salary for 24 months and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company's health insurance plan for 24 months, and (iii) any outstanding equity awards subject to time-based vesting shallwill immediately vest.vest in full upon such termination. If Mr. Soultz’sBoswell's employment terminatesis terminated within three years of his relocation to Phoenix, Arizona, Mr. Boswell is also eligible for certain additional relocation benefits.
Hezron Timothy Lopez, Chief Human Resources Officer
The Lopez Agreement provides that in the event of a termination of employment without Cause (as defined in the Lopez Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Lopez Agreement), in addition to Accrued Benefits (as defined in the Lopez Agreement), Mr. Lopez will be entitled to receive (i) a cash severance payment of his death, we will also pay tocontinued base salary for 12 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his legal representative or estate an amountfull target bonus for the year of termination, (iv) continued vesting of any annual equity awards for 12 months and full vesting of the retention award and any annual equity awards granted within 24 months of the Merger, (v) payments equal to his base salary less any benefit paidthe cost of continuing coverage under a company-provided lifethe Company’s health insurance policy.
For purposes ofplan for 12 months, and (vi) up to $25,000 in outplacement services. Mr. Soultz’s agreement:
“Cause” generally means (a) conviction of, or plea of nolo contendereLopez will be entitled to a felony, (b) failure to substantially perform essential job functions, (c) material fraud or material misconduct, (d) material misconduct that could be reasonably expected to damage our reputation or business or (e) material violationthe same benefits in the event of a material company policy.
“termination of employment without Cause or a resignation for Good Reason during the 30-month period following the Merger or the 12-month period after any subsequent Change in control” generally means (a) the transfer of all or substantially all of our assets, (b) a person becomes the beneficial owner of our securities representing more than 50% of the combined voting power of our outstanding voting securities, subject to specified exceptions, (c) during any period of two years, there is a changeControl (as defined in the composition of the Board that was not approved by the incumbent Board members, (d) there occurs a merger, amalgamation or consolidation of our company with another corporation that results in a change in control, subject to specified exceptions, or (e) our company is shortly to be completely liquidated.
“Good reason” generally means (a) a material diminution or adverse change in title, (b) a reduction in base salary or target bonus, (c) a failure to grant, in any consecutive 12 month period, long term incentive equity awards having a grant date fair value below the level promised in the agreement, (d) a requirement to report to a position other than the position to which the executive currently reports, (e) a material diminution in authority, responsibilities or duties or material interference with carrying out the executive’s duties; (f) the assignment of duties inconsistent with the executive’s position or status, or (g) a relocation of more than 50 miles.
Lopez Agreement),
Timothy D. Boswell,except that he will receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination. If Mr. Lopez’ employment is terminated within three years of his relocation to Phoenix, Arizona, Mr. Lopez is also eligible for certain additional relocation benefits.
Christopher Miner, Chief FinancialLegal Officer and Secretary
Under Mr. Boswell’s agreement, if we terminate hisThe Miner Agreement provides that in the event of a termination of employment without cause,Cause (as defined in the Miner Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Miner Agreement), in addition to Accrued Benefits (as defined in the Miner Agreement), Mr. Boswell terminatesMiner will be entitled to receive (i) a cash severance payment of his employment for good reason, other than in connection with a change in control, we will pay Mr. Boswell a full year’scontinued base salary fromfor 12 months or 24 months if such termination occurs within one year following the date of termination andMerger, (ii) a pro rata portion of histhe annual performance bonus he would have received based on actual performance. Mr. Boswell will also receive payments equal to the cost of obtaining continued coverage under our group health insurance plan for 12 months following termination. If Mr. Boswell’s employment is terminated without cause or due to Mr. Boswell’s disability in connection with a change in control, or if Mr. Boswell terminates his employment for good reason within twelve months after a change in control, then Mr. Boswell will be entitled to receive his base salary and target annual bonus (paid in a lump sum if specified conditions are met), a pro rata portion of his annual performance bonus he would have received based on actual performance, as well as a lump sum payment equal to(iii) his full target annual bonus for the costsyear of continued coverage under our group health insurance plan for 12 monthstermination or two times such target annual bonus if such termination occurs within one year following termination. Additionally,the Merger, (iv) full vesting of the retention award and any outstandingannual equity awards subject to time-based vesting shall immediately vest.
Mr. Boswell’s agreement defines “cause,” “change in control”granted within 24 months of the Merger, and “good reason” in a manner similar to Mr. Soultz’s agreement, as described above.
If we terminate Mr. Boswell’s employment due to his disability, or if his employment terminates due to his death, we will pay to Mr. Boswell (or his legal representative or estate) a pro rata portion of his annual performance bonus he would have received based on actual performance. Additionally, any outstanding equity awards subject to time-based vesting shall immediately vest. If Mr. Boswell’s employment terminates due to his death, we will also pay to his legal representative or estate an amount equal to his base salary less any benefit paid under a company-provided life insurance policy.
Hezron Timothy Lopez, Vice President, General Counsel and Corporate Secretary
Under Mr. Lopez’s agreement, if we terminate his employment without cause, or Mr. Lopez terminates his employment for good reason, other than in connection with a change in control, we will pay Mr. Lopez a full year’s base salary from the date of termination and a pro rata portion of his annual performance bonus he would have received based on actual performance. Mr. Lopez will also receive(v) payments equal to the cost of obtaining continuedcontinuing coverage under our groupthe Company's health insurance plan for 12 months following termination. Ifmonths. Mr. Lopez’s employment is terminated without cause or due to Mr. Lopez’s disability in connection with a change in control, or if Mr. Lopez terminates his employment for good reason within twelve months after a change in control, then Mr. LopezMiner will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 12 month period after a Change in Control (as defined in the Miner Agreement), except that he will receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target annual bonus (paid in a lump sum if specified conditions are met), a pro rata portionfor the year of his annual performance bonus he would have received based on actual performance as well as a lump sum payment equal totermination, (ii) the costscost of continuedcontinuing coverage under our groupthe Company's health insurance plan for 1218 months, following termination. Additionally,and (iii) any outstanding equity awards subject to time-based vesting shallwill immediately vest.
Mr. Lopez’s agreement defines “cause,” “changevest in control” and “good reason” in a manner similar to Mr. Soultz’s agreement, as described above.
If we terminate Mr. Lopez’s employment due to his disability, or if his employment terminates due to his death, we will pay to Mr. Lopez (or his legal representative or estate) a pro rata portion of his annual performance bonus he would have received based on actual performance. Additionally, any outstanding equity awards subject to time-based vesting shall immediately vest. If Mr. Lopez’s employment terminates due to his death, we will also pay to his legal representative or estate an amount equal to his base salary less any benefit paid under a company-provided life insurance policy.full upon such termination.
Sally J. Shanks, Chief Accounting Officer and Treasurer
Under Ms. Shanks’s offer letter, if we terminate her employment without cause, we will pay Ms. Shanks nine months’ base salary plus a pro rata STIP awards. Ms. Shanks will also be eligible for health benefits continuation for up to one year. Upon a change in control, Ms. Shanks will receive a payment of $50,000.
Equity Plan Provisions Relating to Termination of Employment and Change in Control
Our named executive officers hold equity-based awards granted under our LTIP.LTIP, which resulted from an amendment and restatement of our 2017 Incentive Award Plan. The LTIP and the award agreements entered into with our NEOs with respect to their awards provide for “double trigger” vesting on a change in control such that, if a change in control occurs and the NEO’s employment is terminated by us without cause or by the NEO for good reason within 12 months after the change in control, then the award will immediately become vested in full.
Risk Considerations and Review of Executive Compensation Practices
The Compensation Committee conducts an annual risk assessment of our compensation policies and practices for employees, including those related to our executive compensation program. As part of the risk assessment, the Compensation Committee reviews our compensation program for design features that have been identified as having the potential to encourage excessive risk-taking. Based on this review, the Compensation Committee has determined that, for all employees, our compensation program does not encourage excessive risk. The Compensation Committee, with the assistance of independent advisors, intends to continue on an on-going basis a process of reviewing our compensation policies and program to ensure that our compensation program and risk mitigation strategies continue to discourage imprudent risk-taking activities.
2020 CEO to Median Employee Pay Ratio
In accordance with SEC rules, the Company is required to determine the ratio of the CEO’s annual total compensation (under the Summary Compensation Table definition) to that of the Company’s median employee. Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Soultz and the ratio of those two values for the year ended December 31, 2020:
•The annual total compensation of the employee identified as the median employee of the Company (other than our CEO) was $55,652;
•The annual total compensation of Mr. Soultz as disclosed in the Summary Compensation Table above was $6,133,401; and
•The ratio of the annual total compensation of Mr. Soultz to the annual total compensation of our median employee was 110:1.
In determining the median employee for 2020, we used our employee population as of December 31, 2020 and, in accordance with SEC rules, excluded (i) the CEO and (ii) 105 employees from Mexico, representing in aggregate less than 5% of our employee base, to arrive at the median employee consideration pool. We then measured compensation for this population based on gross wages for the period January 1, 2020 to December 31, 2020. We also annualized gross wages for those employees who were not employed for the full January 1, 2020 to December 31, 2020 period. International employee pay was converted to U.S. dollars using the applicable exchange rates at the close of business on December 31, 2020.
We calculated 2020 annual total compensation for our median employee using the same methodology that we use to determine our CEOs’ annual total compensation for the Summary Compensation Table.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Equity Compensation Plan Information
On November 16, 2017,In 2020, our stockholders approved the LTIP in connection with the Business Combination.Merger. The PlanLTIP is administered by the Compensation Committee. Under the LTIP, the Compensation Committee may grant an aggregate of 4,000,0006,488,988 shares of Class A common stockCommon Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, restricted stock units, and performance compensation awards and stock bonus awards.
As of December 31, 2019, 2,416,377 securities had been granted under the LTIP. | | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Shares of Common Stock Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column |
| | | | | | |
| Equity compensation plans approved by WillScot stockholders | | 2,043,695 | | | $ | 13.83 | | | 4,422,773 | |
| Equity compensation plans not approved by WillScot stockholders | | — | | | $ | — | | | — | |
| Totals | | 2,043,695 | | | $ | 13.83 | | | 4,422,773 | |
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Shares of Class A Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | Shares of Class A Common Stock Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column(a)) (c) |
| | | | | | |
Equity compensation plans approved by WillScot stockholders(1) | | 1,806,983 | | | $ | 13.60 | | | 1,760,471 | |
| | | | | | |
| Equity compensation plans not approved by WillScot stockholders | | — | | | $ | — | | | — | |
| | | | | | |
| Totals | | 1,806,983 | | | $ | 13.60 | | | 1,760,471 | |
(1) The number of shares of Class A common stockCommon Stock reported in Column (a) exclude grants that were forfeited on or before December 31, 2019,2020, as forfeited grants are available for reissuance under the LTIP. The amounts and values in Columns (a) and (b) comprise 52,755 shares of restricted shares of Class A common stock at a weighted average grant price of $14.69, 1,353,586 RSUs at a weighted average grant price of $12.55, and 400,642 stock options at a weighted average exercise price of $13.60. For additional information on the awards outstanding under the Plan,plan, see Note 1817 of our 20192020 audited financial statements in our Form 10-K for the year ended December 31, 2019.2020 Annual Report.
PROPOSAL 34 – ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION (SAY-ON-PAY)APPROVE AMENDMENTS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS
| | | | | |
| Proposal Snapshot | |
| What Am I Voting On? | |
The Board seeks an indication from stockholders of theiryour approval or disapproval ofto amend the compensation of our named executive officers. | Company’s A&R Charter to declassify the Board |
| C | Voting Recommendation: FOR the approval on an advisory basis, of the compensation of our named executive officers.amendments to the Company’s A&R Charter to declassify the Board |
AsBackground
Our A&R Charter currently provides that the Board of December 31, 2019, we are no longer an “emerging growth company”Directors shall be divided into three classes, with each class to consist, as defined in the Jumpstart Our Business Startups Actnearly as may be possible, of 2012 (the “JOBS Act”). As a result, and as required under Section 14Aone-third of the Exchange Act, we are providingtotal number of directors. The classification of the Board of Directors results in staggered elections, with a different class of directors standing for election every third year at the Company’s Annual Meeting. After careful consideration, the Board of Directors approved, declared advisable, and recommended that our stockholders withapprove at the opportunityAnnual Meeting amendments to cast an advisory vote on the compensationA&R Charter to declassify the Board of our named executive officers as disclosed in this proxy statement.
Prior to submitting your vote, we encourage you to read our CD&A and the accompanying executive compensation tables and narrative disclosures, which describe in detail our executive compensation program and decisions made by our Compensation Committee for 2019. We believe that our long-term success depends on our ability to attract, motivate, focus and retain highlyDirectors.
talented individualsRationale for the Declassification of Our Board of Directors
The Board of Directors took into consideration arguments in favor of and against continuation of the classified board structure and determined that it is in the best interests of the Company and its stockholders to declassify the Board of Directors. The Board of Directors considered the advantages of maintaining the classified board structure in light of our current circumstances, including that a classified board structure enhances the continuity and stability of the Board of Directors and helps our Company attract and retain committed directors who are committedable to our vision, strategy, and corporate culture. To that end, our executive compensation program is designed to link our executives’ pay to their individual performance, to our company’s annual and long-term performance, and to successful executiondevelop a deeper knowledge of our business and the environment in which we operate and focus on long-term strategies. WeA classified board structure also use our executive compensation programprovides protection against certain abusive takeover tactics and more time to encourage high-performing executivessolicit higher bids in a hostile takeover situation because it is more difficult to remain with us over the coursechange a majority of their careers.
This vote is advisory only, and our named executive officers’ compensation is not conditionaldirectors on it. The vote will not be binding upon the Board or the Compensation Committee, and neitherof Directors in a single year. While the Board nor the Compensation Committee will be requiredof Directors continues to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal.
We believe that these are important considerations, the information providedBoard of Directors also considered potential advantages of declassification in this Proxy Statement demonstrates our commitment and the commitmentlight of our Compensation Committeecurrent circumstances, including the ability of stockholders to our pay-for-performance philosophy. Theevaluate directors annually. A structure which requires annual elections for the entire Board recommends that you approveof Directors is perceived by some institutional stockholders as increasing the compensationaccountability of our named executive officers as described in this proxy statement by approvingdirectors to all stockholders. After carefully weighing all of these considerations, the following, non-binding, resolution:
“RESOLVED,Board of Directors approved and deemed advisable the proposed amendments to the A&R Charter set forth below and recommended that the stockholders approve, on an advisory basis,adopt such amendments by voting in favor of this proposal.
Proposed Amendments
The proposed amendments to the compensationCompany’s A&R Charter that would phase out the classified board structure and provide for the annual election of all directors beginning at the 2024 Annual Meeting. The general description of the Company’s named executive officersamendments set forth below is a summary only and is qualified in its entirety by, and subject to, the full text of the proposed amendments, which is attached as describedAnnex A to this proxy statement.
To preserve a fundamental point of negotiation between WillScot Corporation and Mobile Mini with respect to the structure and composition of the Board of Directors following the Merger and to allow all directors appointed in connection with the Merger to serve at least one full three-year term, the classified board will be phased out and the annual election of all directors will commence with the 2024 Annual Meeting under the proposed amendments. Accordingly, Class II directors elected at the 2022 Annual Meeting would serve a two-year term and Class III directors elected at the 2023 Annual Meeting would serve a one-year term, with each such term expiring at the 2024 Annual Meeting. Beginning with the 2024 Annual Meeting, all directors elected to the Board of Directors would serve a one-year term and would stand for election at each subsequent Annual Meeting. After the 2024 Annual Meeting, directors appointed to fill any newly created directorships resulting from an increase in the number of directors or any vacancies on the Board of Directors would serve until the next Annual Meeting. The table below summarizes the implementation of the declassification of the Board of Directors pursuant to the rulesproposed amendments:
| | | | | | | | | | | | | | | | | | | | |
| Annual Meeting Year | Length of Term for Directors Elected | Year such Term Would Expire | | | | |
| 2021 | 3 years | 2024 | | | | |
| 2022 | 2 years | 2024 | | | | |
| 2023 | 1 year | 2024 | | | | |
| 2024 and after | 1 year | Full Board Elected Annually | | | | |
Under Delaware law, directors of companies that have a classified board may be removed only for cause, unless the certificate of incorporation provides otherwise, and directors of companies that do not have a classified board may be removed with or without cause. Therefore, if the proposed amendments to the A&R Charter are approved by our stockholders, upon the effectiveness of the Securitiesamendments, each director may be removed with or without cause from and Exchange Commission (the “SEC”), includingafter the Compensation Discussion2024 Annual Meeting.
Amendments to Our Amended and Analysis, the compensation tables and any related material disclosed in this proxy statement.”Restated Bylaws
The Board of Directors has also approved conforming amendments to Section 2.1(b) of the A&R Bylaws of the Company, relating to the Company’s current classified board structure and election of directors, to implement the Compensation Committeedeclassification of the Board of Directors. The full text of the proposed amendments to the A&R Bylaws is attached as Annex B to this proxy statement. Stockholders are not being asked to vote on those proposed amendments to the A&R Bylaws. However, amendments to the A&R Bylaws will considernot take effect unless stockholders approve the proposed declassification amendments to the A&R Charter and until the filing and effectiveness of a Certificate of Amendment setting forth the proposed amendments with the Delaware Secretary of State.
Vote Required
The affirmative vote of the holders of a majority of the votes cast “FOR” the proposal at the Annual Meeting as advisory approvalvoting power of the compensation paidthen outstanding shares of common stock is required to our named executive officers as described in this proxy statement. Abstentionsadopt the proposed amendments. Accordingly, abstentions and broker non-votes will not be countedhave the same effect as votes cast either “FOR” or “AGAINST” Proposal No. 3, andagainst the proposal. If the stockholders approve the proposed amendments, the amendments to the A&R charter will have no effect onbecome effective upon the resultsfiling of a Certificate of Amendment to the vote on this proposal.
The future frequencyA&R Charter setting forth the proposed amendments with the Delaware Secretary of advisory votes onState, which the compensation ofCompany expects to file promptly after the Company’s named executive officers will be determined byAnnual Meeting. If the proposed amendments are not approved, the Board following, and in light of the advisory vote on that topic in Proposal No. 4.Directors will remain classified.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 3.4.
PROPOSAL 4 – ADVISORY (NON-BINDING) VOTE REGARDING FREQUENCY OF FUTURE SAY-ON-PAY PROPOSALS FOR (SAY-ON-PAY)
| | | | | |
Proposal Snapshot | |
What Am I Voting On? | |
The Board is asking stockholders to inform us how often we should conduct an advisory vote on the compensation of our named executive officers. | |
C | Voting Recommendation: To Hold a Say-On-Pay Vote Every Year
|
As of December 31, 2019, we are no longer an “emerging growth company” as defined in the JOBS Act. As a result, and as required under Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory, non-binding vote on the future frequency of the advisory vote set forth in Proposal No. 3. Stockholders can indicate their preference on whether we should hold an advisory vote on named executive officer compensation every year, every two years or every three years. Stockholders also have the option to abstain from voting on this matter.
We value the opinion of our stockholders and encourage communication regarding our executive compensation policies and practices. Our Board believes that an annual vote on executive compensation will provide us with valuable feedback from our stockholders on our executive compensation policies and practices. In light of the belief of our Board that stockholders of other companies have strongly favored annual votes on executive compensation, we view an annual frequency as a corporate governance best practice. Accordingly, our Board recommends that stockholders vote for “one year” as the frequency for our advisory vote on executive compensation.
You are not being asked to vote “for” or “against” this proposal. Instead, this proposal asks stockholders to inform us how often we should conduct an advisory vote on the compensation of our named executive officers. You may cast your vote by choosing the option of every year, every two years or every three years, or abstaining, in response to the following resolution:
“RESOLVED, that the option of every year, every two years or every three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which WillScot Corporation is to hold future advisory votes on named executive officer compensation as disclosed in the Company’s annual proxy statement pursuant to the SEC’s compensation disclosure rules, including the CD&A and the accompanying executive compensation tables and narrative disclosures.”
Because this vote is advisory, it is not binding on our Board, and our Board may decide it is in the best interests of our company and our stockholders to hold an advisory vote on executive compensation more or less frequently than the frequency that receives the most votes cast by our stockholders. It is expected that the next advisory vote on the frequency of an advisory vote on compensation of our named executive officers will occur at the 2026 annual meeting of stockholders.
The Board recommends a vote, on an advisory basis, of “EVERY YEAR” as the frequency of future advisory votes to approve the compensation of our named executive officers.
We will consider the option that receives the affirmative vote of a majority of the votes cast at the Annual Meeting as the frequency choice of the stockholders. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders. Because this say-on-pay frequency proposal is advisory, it will not be binding. However, our Board values the opinions of our stockholders and will conduct the advisory vote on named executive officer compensation consistent with the outcome of this vote on the frequency of future advisory votes. Abstentions and broker non-votes will not be counted as votes cast with respect to Proposal No. 4, and will have no effect on the results of the vote on this proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 4 To Hold a Say-On-Pay Vote Every Year (as Opposed to Every Two Years or Every Three Years).
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Related Person Transactions
Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on related person transactions that establishes the policies and procedures for the review and approval or ratification of related person transactions.
A “Related Person Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:
•any person who is, or at any time during the applicable period was, one of our executive officers, directors or director nominees;
•any person who is known by us to be the beneficial owner of more than five percent (5%) of our voting stock;
•any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of our voting stock; and
•any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.
The Audit Committee is responsible for reviewing related party transactions.
Related Person Transactions
In the ordinary course of business, we enter into commercial transactions to receive consulting and advisory services, from time to time, from companies for which our directors may serve as non-executive directors. All of those transactions have been approved by the audit committee of our board. We consider these transactions to be arm’s length and, except for Mr. Robertson’s and Mr. Lindsay’s respective pecuniary interests in TDR Capital, we do not believe that the directors had or have any material direct or indirect pecuniary or other interests in such engagements.
Below is summary of transactions in which we participated during 2019 in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock or any members of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements described under “Executive Compensation” above.
Registration Rights Agreement
On the Combination Date, Sapphire purchased 43,568,901 shares of our Class A shares at a price of $9.60 per share, for a total purchase price of $418.3 million. In connection with the private placement, we entered into a registration rights agreement with Sapphire and certain other parties entered into a registration rights agreement that amended and restated a 2015 registration rights agreement between Double Eagle and certain of its initial investors. Under the amended and restated registration rights agreement, we provided to Sapphire and the Double Eagle investors customary demand, shelf and piggyback registration rights for unregistered securities held by the shareholders.
Shareholders Agreement
On the Combination Date, we entered into a shareholders agreement (the “Shareholders Agreement”) with WSII’s former owners that governs the ownership and operation of WS Holdings. The agreement contains, among other things, (i) preemptive rights that permit Sapphire (to whom WSII’s former owners’ interest was assigned in 2017) to avoid dilution and maintain its ownership percentage in WS Holdings on a fully diluted basis upon any future issuance of shares of WS Holdings or WillScot; (ii) customary tag along and drag along provisions; (iii) protective provisions designed to protect Sapphire from changes to WS Holdings’ organizational documents that would have a materially disproportionate effect on Sapphire; and (iv) transfer restrictions on our Class B common shares held by Sapphire. The Shareholder Agreement also provides to us a right of first refusal to purchase Sapphire’s shares of WS Holdings, and provides that acquisitions of businesses similar to WSII’s business must be consummated by WS Holdings or one of its wholly-owned subsidiaries.
Exchange Agreement
On the Combination Date, we entered into an exchange agreement (the “Exchange Agreement”) with WS Holdings and WSII’s former owners. Under the agreement, Sapphire (to whom WSII’s former owners’ interest was assigned in 2017) acquired the right at any time prior to November 29, 2022, to exchange all, but not less than all, of its WS Holdings shares into new shares of our Class A common stock in a private placement. Subject to potential adjustment, Sapphire’s common shares of WS Holdings (representing Sapphire’s then-current ownership percentage of WS Holdings) are exchangeable into new WillScot Class A shares representing an equal ownership percentage of our Class A common stock. The exchange ratio is subject to adjustment based on, among other things, (i) Sapphire’s election to exercise, or to refrain from exercising, its preemptive rights under the Shareholders Agreement and (ii) the dilutive effect of certain issuances of equity securities and derivatives by WS Holdings or WillScot that do not trigger such preemptive rights. Upon Sapphire’s exercise of its exchange right, we will automatically redeem for no consideration all of our Class B common shares owned by Sapphire.
Supply Agreement
WSII is party to a supply agreement with Target Logistics Management, LLC (“Target”), dated August 24, 2018, pursuant to which Target appointed WSII as the exclusive supplier of modular units, portable storage units and other ancillary products required by Target after construction of its core modular facilities (for which WSII has a right of first offer), for use in Target’s businesses in North America. The supply agreement went into effect on August 24, 2018 and has a two year term. TDR Capital is a beneficial owner of Target’s parent company, Target Hospitality Corp and of WillScot Corporation.
Consulting Services
During 2019, the company engaged FTI Consulting to provide certain consulting services relating to communications and investor relations, as well as synergy analyses and related transaction-specific services, from time to time. Since January 1, 2019, the company has paid FTI a total of $1.029 million for the provision of these services. Two of our directors, Messrs. Holthaus and Bartlett serve as members of the board of directors of FTI.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership
The following table sets forth information regarding the beneficial ownership of our common stockCommon Stock as of March 16, 202015, 2021 by each person who is the beneficial owner of more than 5% of our common shares;Common Stock; each of our executive officers and directors; and all of our executive officers and directors as a group. The beneficial ownership of our common stockCommon Stock is based on 110,316,368 Class A226,646,922 shares and 8,024,419 Class B sharesof our Common Stock issued and outstanding as of March 16, 2020.15, 2021.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all common shares of Common Stock beneficially owned by them. To our knowledge, no common shares of Common Stock beneficially owned by any executive officer, director or director nominee have been pledged as security.
| | | | | | | | | | | | | | | | | |
| Class A Common Stock | | | Class B Common Stock | |
| Name and Address of Beneficial Owner | Number of Shares | % | | Number of Shares | % |
Directors and Executive Officers(1) |
|
| |
|
|
Bradley L. Soultz(2) | 185,385 | * | | — | — |
Timothy D. Boswell(2) | 52,734 | * | | — | — |
Hezron T. Lopez(2) | — | | | | |
Sally J. Shanks(2) | 2,788 | * | | — | — |
Gerard E. Holthaus(3) | 367,738 | * | | — | — |
| Gary Lindsay | — | — | | — | — |
Stephen Robertson(4)(9)(10) | 62,233,536 | 50.44% | | 8,024,419 | 100% |
Mark S. Bartlett(5) | 101,414 | * | | — | — |
Jeff Sagansky(6) | 4,166,346 | 3.71% | | — | — |
Rebecca L. Owen(7) | 16,057 | — | | — | — |
| All executive officers and directors as a group | 67,125,998 | 53.51% | | 8,024,419 | 100% |
| | | | | |
| Five Percent Holders |
|
| |
|
|
JPMorgan Chase & Co(8) | 7,747,172 | | 7.02% | | — | — |
Sapphire Holding S.à r.l.(9)(10) | 62,133,536 | | 50.36% | | 8,024,419 | 100% |
* Less than one percent | | | | | | | | |
| Common Stock |
| Name and Address of Beneficial Owner | Number of Shares | % |
Directors and Executive Officers(1) |
|
|
Bradley L. Soultz(2) | 557,470 | * |
Kelly Williams(2) | 114,000 | * |
Timothy D. Boswell(2) | 177,651 | * |
Hezron T. Lopez(2) | 1,688 | | * |
Christopher J. Miner(2) | 364,615 | * |
Sally J. Shanks(2) | 13,164 | * |
| Erik Olsson | 1,972,499 | * |
Gerard E. Holthaus(3) | 391,142 | * |
| Gary Lindsay | — | — | |
Stephen Robertson(4)(9)(10) | 44,838,058 | 19.78 | % |
Mark S. Bartlett(5) | 109,925 | * |
Jeff Sagansky(6) | 3,511,843 | | 1.55 | % |
| Sara R. Dial | 46,178 | * |
| Jeffrey S. Goble | 59,309 | * |
| Kimberly J. McWaters | 46,178 | * |
| Michael W. Upchurch | 15,389 | * |
| All executive officers and directors as a group | 52,219,109 | 23.04 | % |
| | |
| Five Percent Holders |
|
|
Blackrock, Inc(7) | 12,933,120 | | 5.71 | % |
The Vanguard Group(8) | 14,416,316 | | 6.36 | % |
Sapphire Holding S.à.r.l.(9)(10) | 44,738,058 | | 19.74 | % |
| (*) Less than one percent | | |
(1) Beneficial ownership is determined in accordance with the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options or warrants that are currently exercisable or exercisable within 60 days. Unless otherwise noted, the business address of each stockholder listed above is 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231.400, Phoenix, Arizona 85008.
(2) Does not include any unvested stock options, Performance-Based RSUs or Time-Based RSUs granted under the Plan, all of which are subject to forfeiture.
Mr. Soultz holds 83,261 Class A156,598 shares 102,124of Common Stock, 306,373 vested stock options, 306,373102,125 unvested stock options, 94,499 vested Time-Based RSUs, 171,575 unvested Time-Based RSUs and 540,784364,447 unvested Performance-Based RSUs.
Mr. Williams holds 114,000 shares of Common Stock, 254,394 unvested Time-Based RSUs and 38,603 unvested Performance-Based RSUs.
Mr. Boswell holds 21,312 Class A53,517 shares 31,422of Common Stock, 94,268 vested stock options, 94,26931,423 unvested stock options, 29,866 vested Time-Based RSUs, 66,074 unvested Time-Based RSUs and 192,085153,506 unvested Performance-Based RSUs.
Mr. Lopez holds 30,3931,688 shares of Common Stock, 24,421 unvested Time-Based RSUs and 54,425 unvested Performance-Based RSUs.
Mr. Miner holds 108,709 shares of Common Stock, 255,906 vested stock options, 15,303 unvested Time-Based RSUs and 22,953 unvested Performance-Based RSUs.
Ms. Shanks holds 2,788 Class A7,435 shares of Common Stock, 5,729 vested Time-Based RSUs, 13,857 unvested Time-Based RSUs and 34,14721,916 unvested Performance-Based RSUs.
Each stock option represents the right upon vesting to buy one Class A share of Common Stock for $13.60 per share, and the stock options vest in four equal installments on each of the first four anniversaries of the grant date (March 20, 2018). Each Performance-Based RSU and Time-Based RSU represents a contingent right to receive upon vesting one share of our Class A common stockCommon Stock or its cash equivalent. Time-basedTime-Based RSUs vest in four equal installments on each of the first four anniversaries of the grant date (March 20, 2018, March 21, 2019, and March 5, 2020 and March 3, 2021, respectively), and Market-BasedPerformance-Based RSUs vest on the third anniversary of the grant date (March 21, 2019, and March 5, 2020 and March 3, 2021, respectively). Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years.
(3) Includes 18,72023,404 unvested restricted shares of our Class A common stockCommon Stock that are subject to forfeiture, which were granted to Mr. Holthaus in June 2019 as part of our annual non-executive director compensation program.
(4) TDR Capital manages TDR Capital II Holdings L.P. (“TDR Capital II”), the investment fund which is the ultimate beneficial owner of Sapphire. TDR Capital controls all of TDR Capital II’s voting rights in respect of its investments and no one else has equivalent control over the investments. TDR Capital II’s investors are passive investors (as they are limited partners) and no investor directly or indirectly beneficially owns 20% or more of the shares or voting rights through their investment in the fund. TDR Capital is run by its board and investment committee which consists of the partners of the firm. Mr. Robertson may be deemed to beneficially own the securities held by Sapphire
through his ability to either vote or direct the vote of the securities or dispose or direct the disposition of the securities, either through his role at the TDR Capital II, contract, understanding or otherwise. Mr. Robertson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests in the funds owned or managed by TDR Capital. The reported number also includes 100,000 Class A shares of Common Stock held directly by Mr. Robertson.
(5) Includes 6,8078,511 unvested restricted shares of our Class A common stockCommon Stock that are subject to forfeiture, which were granted to Mr. Bartlett in June 2019May 2020 as part of our annual non-executive director compensation program.
(6) Includes 6,8078,511 unvested restricted shares of our Class A common stockCommon Stock that are subject to forfeiture, which were granted to Mr. Sagansky in June 2019May 2020 as part of our annual non-executive director compensation program, 2,219,539 sharesprogram, 1,563,332 shares held directly by Mr. Sagansky, and 1,940,000 shares underlying 3,880,000 warrants held by Mr. Sagansky.
(7) Includes 6,807 unvested restrictedAccording to a Schedule 13G filed February 2, 2021 on behalf of Blackrock, Inc. Blackrock, Inc. has beneficial ownership over the shares reported. BlackRock, Inc. has sole voting power with respect to 12,450,743 shares and sole dispositive power with respect to 12,933,120 shares. The business address of Class A common stock that are subject to forfeiture, which were granted to Ms. Owen in June 2019 as part of our annual non-executive director compensation program.this stockholder is 55 East 52nd Street, New York, NY 10055.
(8) According to a Schedule 13G/A13G filed January 21, 2020February 20, 2021 on behalf of JPMorgan Chase & Co., JPMorgan Chase & Co.The Vanguard Group. The Vanguard Group has beneficial ownership over the shares reported. The Vanguard Group has shared voting power with respect to 238,451 shares, and sole and shared dispositive power with respect to 14,048,810 shares and 367,506 shares, respectively. The business address of this stockholder is 383 Madison Avenue, New York, NY 10179.100 Vanguard Blvd., Malvern, PA 19355.
(9) According to a Schedule 13D/A filed with the SEC on March 4, 20209, 2021 on behalf of Sapphire, TDR Capital II, TDR Capital, Manjit Dale, and Mr. Robertson (the “TDR Group”“TDR Group”), the TDR Group has beneficial ownership over the reported shares. TDR Capital II is the sole equity holder of Sapphire, TDR Capital manages TDR Capital II, and Messrs. Dale and Robertson are the founding partners of TDR Capital. The shares reported include (a) 49,053,74042,296,036 shares of Class A common stock,Common Stock, (b) 13,61417,022 unvested restricted shares of Class A common stockCommon Stock that are subject to forfeiture, which were issued to Messrs. Robertson and Lindsay as part of our annual non-executive director compensation program and subsequently transferred to Sapphire, and (c) 2,425,000 shares of Class A common stockCommon Stock issuable upon exercise of the 4,850,000 unexercised warrants held by Sapphire, and (d) 10,641,182 shares of Class A common stock issuable upon the exchange of 8,024,419 shares of WS Holdings’ common stock, par value $0.0001 per share held by Sapphire, as set forth in the Merger Agreement and the Voting Agreement (each as defined below). In connection therewith, all issued and outstanding shares of Class B common stock held by Sapphire will be cancelled.Sapphire. The mailing address of this stockholder is c/o TDR Capital, 20 Bentinck Street, London, UK W1U 2EU.
(10) As previously disclosed, in connection with our entry into that certain agreement and plan of merger (the “Merger Agreement”), by and among WillScot Corporation, Picasso Merger Sub, Inc. (“Merger Sub”) and Mobile Mini, Inc. (“Mobile Mini”), pursuant to which we plan to acquire the business of Mobile Mini through a merger of Mobile Mini with and into Merger Sub, with Mobile Mini surviving (the “Merger”), on March 1, 2020, the TDR Group entered into a voting agreement (the “Voting Agreement”) with Mobile Mini, pursuant to which, among other things, Sapphire is required to vote all of its shares of Class A common stock and Class B common stock in favor of the Merger and the other transactions contemplated by the Merger Agreement. Solely by virtue of its entry in to the Voting Agreement, Mobile Mini may be deemed to beneficially own certain of our shares owned by the TDR Group as reported on Mobile Mini’s SC 13D, filed with the SEC on March 11, 2020.
MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS PROXY STATEMENT
We do not know of any matters to be acted upon at the annual meeting other than those discussed in this proxy statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 20212022 ANNUAL MEETING
A proposal for action or director nomination to be presented by any stockholder at the 2021 annual meeting2022 Annual Meeting of stockholders will be acted on only as follows:
•If the proposal is to be included in our proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, the proposal must be received at the office of the Corporate Secretary on or before November 20, 2020January 24, 2021
•If the proposal is not to be included in the proxy statement, the proposal must be received at the office of the Corporate Secretary no earlier than JanuaryFebruary 11, 2021,2022, and no later than February 10, 2021March 13, 2022
•Director nominations must be received at the office of the Corporate Secretary no earlier than JanuaryFebruary 11, 20212022, and no later than February 10, 2021March 13, 2022
Currently, we expect our 2022 Annual Meeting to be no greater than 30 days before and no greater than 60 days after the anniversary date of the 2021 Annual Meeting. Accordingly, for our 2022 Annual Meeting, assuming that we do not issue a public announcement changing the date of the meeting, notice of a nomination or proposal must be delivered to us no later than the dates listed above.In each case, your proposal or nomination must be delivered in the manner and accompanied by the information required in our Bylaws. You may request a copy of the Bylaws by writing to WillScot CorporationMobile Mini Holdings Corp. c/o Corporate Secretary at 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, MD 21231.400, Phoenix, Arizona 85008. Please also fax a copy of your request to us at (410) 933-5940.
(602)244-9809.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC, and to furnish us with copies of such forms. Based on our review of the forms we have received, or written representations from reporting persons, we believe that, during 2019,2020, each of our executive officers and directors complied with all such filing requirements, except that Mr. HolthausMessrs Soultz, Boswell, and Lopez and Ms. Shanks each filed a late Form 4 filing in March 20192020 reporting an open market purchasea grant of our Class A common stock.RSUs.
ACCESS TO ANNUAL REPORT ON FORM 10-K
Our Annual Report on Form 10-K for the year ended December 31, 2020, including our audited financial statements for the year ended December 31, 2019 (the2020, as filed with the SEC on February 26, 2021 (as such report may be amended from time to time, the “20192020 Annual Report”), iswas delivered or made available electronically.with this proxy statement. The 20192020 Annual Report is not a part of this proxy statement or a part of the proxy soliciting material.
On written request, we will provide, without charge to each record or beneficial holder of our common stockCommon Stock as of March 16, 2020,April 12, 2021 a copy of our 2020 Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC, including the financial statements and schedules. Report. Written requests should be directed to WillScot CorporationMobile Mini Holdings Corp. c/o Corporate Secretary at 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, MD 21231.400, Phoenix, Arizona 85008.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why am I receiving these proxy materials?
You are invited to attend the annual meeting via live webcast and are entitled to vote on the items of business described in this proxy statement because you are a stockholder of our company.Company. The proxy materials include the notice of annual meeting, this proxy statement for the annual meeting and our annual report. If you received a paper copy of these materials by mail or email, the proxy materials also include a proxy card or voting instruction card for the annual meeting.
When and where will the companyCompany hold the annual meeting?
The annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on Wednesday, MayFriday, June 11, 2020,2021, at 99:00 a.m. EasternPacific Daylight Time.
You will be able to attend the annual meeting online and submit your questions during the meeting by visiting http://www.virtualshareholdermeeting.com/WSC2020.WSC2021. You will also be able to vote your shares electronically at the annual meeting.
To participate in the annual meeting, you will need the control number included with these proxy materials.
The meeting webcast will begin promptly at 9:00 a.m., EasternPacific Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., EasternPacific Daylight Time, and you should allow ample time for the check-in procedures.
Why a virtual meeting?
We are pleased to offer our stockholders a completely virtual annual meeting, which provides worldwide access, improved communication and cost savings for our stockholders and the companyCompany. In addition, due to COVID-19 concerns and the health of all stockholders, we believe a virtual meeting is the safest way to conduct this year’s annual meeting.
You will be able to attend the annual meeting online and submit your questions during the meeting by visiting http://www.virtualshareholdermeeting.com/WSC2020.WSC2021. You also will be able to vote your shares electronically at the annual meeting.
What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log in page.
Who may vote at the annual meeting?
As of the record date (March 16, 2020),March 19, 2021, there were 110,316,368226,646,922 shares of our Class A common stock and 8,024,419 shares of our Class B common stock outstanding (collectively, “common stock”).Common Stock outstanding. You may vote all of the shares of our common stockCommon Stock that you own at the close of business on the record date. You may cast one vote for each share that you own. Holders of Class A shares and Class B shares vote together as a single class on all matters submitted to a vote of our stockholders. We do not have cumulative voting rights for the election of directors.
What is a quorum?
A quorum must be present at the annual meeting to transact business. A quorum will be present if a majority of our shares of common stockCommon Stock entitled to vote are represented at the annual meeting, either in personby virtual attendance or by proxy. If a quorum is not present, no business may be conducted at the annual meeting, in which case the annual meeting may be adjourned, without a vote of stockholders by the chairman of the annual meeting, until such time as a quorum is present.
Proxies received and marked as abstentions from voting on a proposal, and broker non-votes are counted for determining whether a quorum is present. A “broker non-vote” results when a trust, broker, bank, or other nominee or fiduciary that holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules, does not have the discretionary authority to vote on a matter. If a properly executed proxy has not been returned, the holder is not present for quorum purposes.
What am I voting on, how many votes are required to elect directors and approve the other proposals, and how does the Board recommend that I vote?
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Proposal No. 1: Elect threefour Class I directors withto the Board's three nominees named inBoard of Directors to serve until the proxy statement2024 annual meeting of stockholders or until their successors are elected and qualified |
| Each of the nominees for the threefour seats up for election will be elected as a director if he or she receives morea majority of the votes cast “FOR” hiscast. A "majority of the votes cast" means that the number of shares voted "FOR" a director's election as a director atexceeds 50% of the annual meeting thannumber of votes cast “AGAINST” his election. Any abstentions or broker non-votes are not counted as votes cast either “FOR” or “AGAINST” with respect to a director’sthat director's election. Votes cast shall include votes "FOR" and "AGAINST" that director's election, in each case and will have no effect on the election of directors.exclude abstentions and broker non-votes with respect to that director's election. |
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| The Board recommends a vote FOR the election of each nominee as a director.
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Proposal No. 2: Ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 20202021 |
| Ratification of the appointment of EY as our independent registered public accounting firm for the year ending December 31, 20202021 requires a majority of the votes cast on the proposal at the annual meeting to be voted “FOR” this proposal. Abstentions will not count as votes cast either “FOR” or “AGAINST” Proposal No. 2 and will have no effect on the results of the vote on this proposal.
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| The Board recommends a vote FOR the ratification of EY’s appointment.
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Proposal No. 3: Approve or disapprove the compensation of the named executive officers.officers |
| The vote regarding the approval or disapproval of the compensation of the named executive officers is advisory only, and our named executive officers’ compensation is not conditional on it. The vote will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3 and will have no effect on the results of the vote on this proposal.
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| The Board recommends a vote FOR approval, on an advisory basis, of the compensation of the named executive officers.
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Proposal No. 4: DetermineApprove the frequency ofamendments to our A&R Charter to declassify the advisory vote on the compensation of the named executive officers.Board |
| Stockholders can indicate their preference on whether an advisoryThe approval of amendments to the A&R Charter to implement a declassified Board requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Common Stock entitled to vote on named executive officer compensation should be held every year, every two years or every three years. Stockholders alsothe matter. Abstentions and Broker non-votes will have the option to abstain from voting on this matter. Thesame effect as a vote is advisory, it is not binding on our Board. Abstentions and broker non-votes will not be counted as votes cast with respect to“AGAINST” Proposal No. 4 and will have no effect on the results of the vote on this proposal.
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| The Board recommends a vote FOR holding a Say-On-Pay vote every year.approval of the amendments to the A&R Charter to declassify the Board. |
How many votes do I have?
Class A and Class BOur Common Stockholders each have one vote for each share of common stockCommon Stock owned as of the record date, March 16, 2020.April 12, 2021.
How do I vote my shares?
•Stockholders of Record
If you are a stockholder of record (i.e., you hold your shares in certificate form or through an account with our transfer agent, Continental Stock Transfer & Trust Company), then you can attend the annual meeting via live webcast, complete a ballot and submit it. You may also vote by completing, signing and dating the proxy card that you received from us, and returning it in the accompanying pre-addressed envelope. IF YOU VOTE BY MAIL, YOUR PROXY CARD WILL BE VALID ONLY IF YOU COMPLETE, SIGN, DATE AND RETURN IT BEFORE THE ANNUAL MEETING DATE. IF YOU RECEIVE THE NOTICE AND DO NOT RECEIVE HARDCOPY PROXY MATERIALS, PLEASE FOLLOW THE INSTRUCTION ON THE NOTICE TO VOTE YOUR SHARES.
•Beneficial Owners
If you are a beneficial owner of shares registered in the name of your brokerage firm, bank or other agent, then you should receive a notice containing voting instructions from that organization rather than our company.Company. Simply follow the voting instructions in the notice to ensure that your vote is counted. To vote in person at the annual meeting, you must obtain a legal proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. See “How do I attend“When and where will the Company hold the annual meeting in person?meeting?” belowabove for more information on how to attend the annual meeting.
Even if you plan to attend the annual meeting via webcast, please authorize a proxy to vote your shares right away, by following the instructions on the proxy card that you received from us or the voting instruction card that you received from your
broker, bank or other agent. By voting by proxy, you will be directing the persons designated as proxy holders as your proxies to vote your shares at the annual meeting in accordance with your instructions.
Will my shares be voted if I do not complete, sign, date and return my proxy card or voting instruction card, or vote by some other method?
If you are a registered “record” stockholder and you do not vote your shares by completing, signing, dating and returning a proxy card or voting online or by telephone, your shares will not be voted unless you attend the annual meeting via webcast and vote in person.vote. In addition, if you sign, date and return a proxy card, but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board’s recommendations and in the discretion of the proxy holder on any other matter that may properly come before the annual meeting.
If your shares are held in a brokerage account or by a bank or other agent, you are considered the “beneficial owner” of shares held in “street name” and the proxy materials were forwarded to you by that organization. To vote your shares, you must follow the voting instructions provided to you by that organization. Brokerage firms, banks and other agents are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct the record holder how to vote and you are also invited to attend the annual meeting via webcast. We encourage you to provide instructions to your brokerage firm, bank or other agent on how to vote your shares. Because a beneficial owner is not the record stockholder, you may not vote the shares in person at the annual meeting via webcast unless you obtain a legal proxy from the record holder giving you the right to vote the shares at the meeting.
Even if you do not provide voting instructions on your voting instruction card, your shares may be voted if you hold shares through an account with a brokerage firm, bank or other agent. Brokerage firms have the authority under New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain routine matters. Proposal No. 2, to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2020,2021, is considered a routine matter for which brokers, banks and other agents may vote in the absence of specific instructions.
When a proposal is not considered routine and the broker, bank or other agent has not received voting instructions from the beneficial owner of the shares with respect to such proposal, such firm cannot vote the shares on that proposal. All proposals,
other than Proposal No. 2, are non-routine proposals. Votes that cannot be cast by a broker, bank or other agent on non-routine matters are known as “broker non-votes.”
How can I revoke my proxy and change my vote prior to the annual meeting?
You may revoke your proxy or change your vote at any time prior to the vote taken at the annual meeting.
•Stockholders of Record
You may revoke your proxy by (i) notifying our Corporate Secretary, at our office at 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231,400, Phoenix, Arizona 85008, in writing that you wish to revoke your proxy; (ii) submitting a proxy dated later than your original proxy; or (iii) attending the annual meeting via webcast and voting by ballot. Attending the annual meeting via webcast will not by itself revoke a proxy; you must submit a ballot and vote your shares at the annual meeting.
•Beneficial Owners
For shares you hold beneficially or in street name, you may change your vote by following the specific voting instructions provided to you by the record holder to change or revoke any instructions you have already provided, or, if you obtained a legal proxy from your brokerage firm, bank or other agent giving you the right to vote your shares, by virtually attending the annual meeting and voting in person.voting.
Who pays the costs of the proxy solicitation?
We will pay the cost of soliciting proxies. Beyond these proxy materials, our directors and employees may solicit proxies in person, by telephone or by electronic communication. Directors and employees will not receive any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I received more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with our transfer agent and/or brokerage firm, bank or other agent, or you may hold shares in different ways or in multiple names (such as through joint tenancy, trusts and custodial accounts). Please vote all of your shares.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be provided in a current reportCurrent Report on Form 8-K that we expect to file within four business days after the annual meeting.
How do I attend the annual meeting in person?
Attendance at the annual meeting is limited to stockholders as of the close of business on the record date or their authorized representatives. Seating will be limited. Instructions for admission to the annual meeting are set forth below.
•Stockholders of Record. Please mark the box on the proxy card you return to the company indicating that you plan to attend the annual meeting. You will be asked at the annual meeting to present a valid government issued photo identification, such as a driver’s license or passport.
•Beneficial Owners. You must obtain a legally valid proxy from the registered owner and present it to the inspector of elections with your ballot to vote your shares at the annual meeting. A legal proxy is an authorization from your broker, bank or other agent to vote the shares held in the registered owner’s name that satisfies Delaware state law and applicable SEC requirements. You will also need to present a valid government issued photo identification, such as a driver’s license or passport, and your brokerage statement reflecting your ownership of shares prior to the close of business on the record date.
•Authorized Representatives. If you are a stockholder as of the record date and intend to appoint an authorized named representative to attend the annual meeting on your behalf, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. Requests for authorized named representatives to attend the annual meeting must be received by no later than June 3, 2020. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you own shares of common stock of the company prior to the close of business on the record date (such as a brokerage statement showing your name and address or a letter from the
brokerage firm, bank orHow do I attend the annual meeting?
Due to COVID-19, among other agent holding your shares); (iii) a signed authorization appointing such individual tosafety concerns, this year’s annual meeting will only be your authorized named representative at the meeting, which includes the individual’s name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representative to vote your shares at the meeting.
Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, and electronic devices will not be allowed in the meeting room.conducted virtually. Please allow ample time for check-in, and please note that large bags will not be allowed due to security reasons.
Stockholders who do not present the required information may not be admittedrefer to the annual meeting. We reserve the right to deny entry to the annual meeting if any of these conditions are not satisfied.above-captioned section entitled “Why a virtual meeting?” for more information.
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
WILLSCOT MOBILE MINI HOLDINGS CORP.
WillScot Mobile Mini Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY as follows:
FIRST: That the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended as follows:
Paragraph 2 of Article VII thereof shall read in its entirety as follows:
2. Number; Term; Election; Qualification. The number of directors that constitutes the Board shall be fixed from time to time by resolution of the Board in accordance with the Bylaws, and shall consist of not less than three or more than thirteen directors. Prior to the 2024 annual meeting of stockholders, the Board shall be divided into three classes, as nearly equal in number as possible, designated as Class I, Class II and Class III, respectively. At the 2022 annual meeting of stockholders, the term of office of the Class II directors shall expire and successors to the Class II directors shall be elected for a term expiring at the 2024 annual meeting of stockholders. At the 2023 annual meeting of stockholders, the term of office of the Class III directors shall expire and successors to the Class III directors shall be elected for a term expiring at the 2024 annual meeting of stockholder. At the 2024 annual meeting of stockholders, the term of office of the Class I directors shall expire. From and after the election of directors at the 2024 annual meeting of stockholders, the Board shall cease to be classified and each director at the 2024 annual meeting of stockholders (and at each succeeding annual meeting of stockholders) shall hold office for a term expiring at the next annual meeting of stockholders held after such director’s election. Each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. If the number of directors is hereafter changed, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
Paragraph 3 of Article VII thereof shall read in its entirety as follow:
“3. Vacancies. Subject to the rights of the holders of any series of Preferred Stock, (x) any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board and not by the stockholders and (y) newly created directorships resulting from any increase in the number of directors shall be filled by the affirmative vote of the directors then in office, even though less than a quorum of the Board and not by the stockholders. Any director elected in accordance with this Article VII shall hold office (i) in the event of a new directorship created or vacancy occurring prior to the 2024 annual meeting of stockholders, for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and (ii) in the event of a new directorship created or vacancy occurring after the 2024 annual meeting of stockholders, until the next annual meeting of stockholders and, in each case, until such director’s successor shall have been elected and qualified.”
SECOND: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed on its behalf as of the date first indicated above.
AMENDMENT TO THE
AMENDED AND RESTATED BY-LAWS OF
WILLSCOT MOBILE MINI HOLDINGS CORP.
By-Law Amendment if Proposal No. 4 is Approved by the Stockholders at the Annual Meeting
If the stockholders approve Proposal No. 4 at the 2021 Annual Meeting, the Board of Directors approved an amendment to the Amended and RestatedBylawsoftheCompany(the“Bylaws”)that,effectiveimmediatelyfollowingtheeffectivenessofthefilingofthecertificateofamendment totheAmendedandRestatedCertificateofIncorporationoftheCompanywiththeDelawareSecretaryofState,Section2.11(b)oftheBylawsbe deleted and amended and restated in its entirety asfollows:
“(b) The Directors shall be elected in accordance with the Company’s Amended and Restated Certificate of Incorporation.”
