DEF 14A of Mcgrath Rentcorp, Apr 22, 2025

DEF 14A of Mcgrath Rentcorp

Filed Apr 22, 2025 · FY20240000950170-25-056711

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s bylaws authorize the number of directors to be not less than five (5) and not more than nine (9). The Board of Directors is currently fixed at six (6) directors and composed of the following directors whose terms will expire upon the election and qualification of directors at the Annual Meeting: Nicolas C. Anderson, Kimberly A. Box, Smita Conjeevaram, William J. Dawson, Joseph F. Hanna, and Bradley M. Shuster. At each Annual Meeting of shareholders, directors will be elected for full terms of one year to succeed those directors whose terms are expiring. At the 2025 Annual Meeting, the shareholders will elect six (6) directors. Messrs. Anderson, Dawson, Hanna, and Shuster and Mses. Box and Conjeevaram each have been nominated to serve a one-year term, until the Annual Meeting of Shareholders to be held in 2026, until their successors are elected or appointed and qualified, or until their earlier death, resignation, or removal. The Board of Directors has no reason to believe that any of Messrs. Anderson, Dawson, Hanna, Shuster, or Mses. Box or Conjeevaram will be unable or unwilling to serve as a nominee or as a director if elected.

  2. Nominees

    Nominees The names of the nominees and certain information about them as of April 17, 2025, are set forth below.

  3. Nominees

    | Name of Nominee | Age | Principal Occupation | Director Since | | Nicolas C. Anderson | 40 | Managing Partner of Elm Grove Partners and Chief Executive Officer of ArcherHall | 2022 | | Kimberly A. Box | 65 | Former President and Chief Executive Officer of Gatekeeper Innovation, Inc. | 2018 | | Smita Conjeevaram | 63 | Former Chief Financial Officer of Fortress Investment Group LLC | 2021 | | William J. Dawson | 70 | Former Chief Financial Officer of Adamas Pharmaceuticals, Inc. | 1998 | | Joseph F. Hanna | 62 | Chief Executive Officer and President of the Company | 2017 | | Bradley M. Shuster | 70 | Chairman of the Board of Directors of the Company and Executive Chairman and Chairman of the Board of NMI Holdings, Inc. | 2017 |

  4. Nominees

    Nicolas C. Anderson was elected a director of the Company in December 2022 and is a member of the Audit Committee and Compensation Committee. He is the founder and Managing Partner of Elm Grove Partners, an entrepreneurial private equity firm specializing in control investments in established lower middle-market companies. Since 2013, Mr. Anderson has had primary responsibility for raising equity capital and debt financing, as well as leading investment analysis for potential acquisitions. He also serves as Chief Executive Officer of ArcherHall, an Elm Grove Partners portfolio company that provides data and document management services to law firms. Under his leadership, ArcherHall, has transformed from a local legal copy business into one of the largest independent digital forensics firms in the United States. Previously, Mr. Anderson worked at JPMorgan in New York, as well as at two boutique investment banks. During his Wall Street career, he worked on transactions totaling over a billion dollars, including equipment lease financing, mortgage-backed securities, and other complex securitizations, alongside traditional debt and equity financing. He held the Series 7 and Series 63 securities licenses. Mr. Anderson currently serves on the board of the Bank of Marin (NASDAQ: BMRC), where he is chair of the Audit Committee and a member of both the Compensation Committee and the Nominating and Governance Committee. He is also on the board of YMCA of Superior California, serving on both its Audit and Finance Committees. Previously, he served on the board of American River Bank (NASDAQ: AMRB), where he chaired the Directors Loan Committee and was a member of the Nominating and Audit Committees, as well as a special committee focused on M&A opportunities. Mr. Anderson received an AB in Economics from Harvard University and an MBA with Distinction from Harvard Business School. As an experienced public company independent director, chief executive, private equity investor, and entrepreneur, Mr. Anderson brings valuable leadership in finance to the Board of Directors. Kimberly A. Box was elected a director of the Company in 2018 and currently serves as Chair of the Compensation Committee and is a member of the Audit Committee and Corporate Governance and Nominating Committee. Ms. Box was previously the President and Chief Executive Officer of Gatekeeper Innovation, Inc. (acquired by RxGuardian), a healthcare company that creates products to keep medications safe. She joined the company in 2016. Prior to joining Gatekeeper Innovation, Ms. Box enjoyed a successful 29-year career with Hewlett Packard (NYSE: HPQ), holding various executive positions, the most recent being Vice President, Global IT Services, a position she held until 2009 when she left Hewlett Packard. Ms. Box also serves on the Board of Directors of Applied Science, Inc. (“ASI”) and formerly American River Bank (NASDAQ: AMRB) until it was acquired in 2021. Ms. Box holds a Bachelor of Science in Business Administration with a concentration in Management and a minor in Computer Science from California State University, Chico. She also completed the Executive Development Program at The Wharton School of the University of Pennsylvania and has a NACD Directorship Certification™ (2021) and a CERT in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University (2022). Ms. Box was formerly on the NACD Northern California Chapter board and served as the Chair, and was named to the NACD Directorship 100™, an annual recognition of the leading corporate directors who significantly impact boardroom practices and performance. With her diverse cross-industry experience in the information technology and healthcare industries, Ms. Box brings a unique perspective and valuable experience to the Board of Directors. Additionally, Ms. Box’s special skills include experience with global leadership, digital transformation, mergers and acquisitions, strategic leadership, IT systems and cybersecurity, managed outsourced services, and community engagement. Ms. Box also has ample public board and committee chair experience. Smita Conjeevaram was elected a director of the Company in January 2021 and currently serves as Chair of the Corporate Governance and Nominating Committee and is a member of the Audit Committee. Ms. Conjeevaram previously served as Chief Financial Officer of Credit Hedge Funds & Deputy Chief Financial Officer of the Credit Funds for Fortress Investment Group LLC from 2010 to 2013. She also previously served as Chief Financial Officer for Everquest Financial LLC; Strategic Value Partners, LLC; ESL Investments, Inc.; and Sentinel Advisors, LLC. She is a CPA with experience at Price Waterhouse as Manager, International Tax—Financial Services Group and at Ernst & Young as Senior, General Tax. Ms. Conjeevaram serves on the Board of Directors of SS&C Technologies Holdings, Inc. (NASDAQ: SSNC), SkyWest, Inc. (NASDAQ: SKYW), and WisdomTree Investments, Inc. (NYSE: WT). Ms. Conjeevaram has a B.S., Accounting and Business Administration, Magna Cum Laude, from Butler University, Indianapolis, Indiana, and a B.A., Economics from Ethiraj College, Madras, India. Ms. Conjeevaram’s leadership in the financial industry as well as her accounting and compliance background bring significant and valuable experience to the Board of Directors. Additionally, Ms. Conjeevaram’s special skills include experience in the technology industry; investment, finance, and accounting; and risk management. She also has extensive public board and committee member experience and is an Audit Committee financial expert per the listing standards of the NASDAQ Stock Market. The Company and Ms. Conjeevaram believe that she has sufficient time and attention to devote to her responsibilities as a director of the Company. William J. Dawson was elected a director of the Company in 1998 and currently serves as Chair of the Audit Committee and is a member of the Compensation Committee. Mr. Dawson previously served as the Chief Financial Officer at Adamas Pharmaceuticals, Inc. (NASDAQ: ADMS), a specialty pharmaceutical company, from 2014 until his retirement in 2017, where he consulted in 2013 until he joined as CFO in 2014. He also previously served as Chief Financial Officer at Catalyst Biosciences, Inc., a then privately held biotechnology company, for two years from 2010 to 2012 and he was Vice President, Finance and Chief Financial Officer of Cerus Corporation (NASDAQ: CERS), a publicly held biopharmaceutical company, from August 2004 to April 2009. Prior to joining Cerus, he spent a total of 26 years in senior financial positions at companies in biotechnology, healthcare services and information technology, investment banking, energy, and transportation. As an investment banker, Mr. Dawson assisted in three public equity offerings for the Company, beginning with its initial public offering in 1984. Mr. Dawson received an A.B. in Mechanical Engineering from Stanford University and an M.B.A. from Harvard Business School. With his wealth of experience in financial and strategic transactions, as well as his experiences in the transportation, technology, and energy industries, and as Chief Financial Officer of publicly traded companies, Mr. Dawson provides significant value to the Board of Directors. Additionally, Mr. Dawson’s special skills include experience with mergers and acquisitions; finance, accounting, and SEC filings; capital markets; business development; IT systems and cybersecurity; strategic and corporate development; stockholder engagement; and philanthropic and community engagement. Mr. Dawson also has extensive public board and committee chair experience and is an Audit Committee financial expert per the listing standards of the NASDAQ Stock Market.

  5. Nominees

    Joseph F. Hanna currently serves as President, Chief Executive Officer, and Director of the Company, a position he has held since February 2017, following a distinguished 14-year career with the Company in roles of increasing responsibility. Mr. Hanna served as Chief Operating Officer from 2007 to 2017, overseeing the company's operational strategy and driving significant growth. Prior to that, he held the position of Senior Vice President of Operations from 2005 to 2007. He joined the Company in 2003 as Vice President of Operations. Throughout his tenure, Mr. Hanna has played a pivotal role in developing and executing the company's strategic product and geographic expansion across its diverse rental businesses. His deep understanding of the company, its products, services, strategies, and customers uniquely positions him for success as Chief Executive Officer. Prior to joining the Company, Mr. Hanna held various sales and operational leadership positions at SMC Corporation of America, a subsidiary of SMC Corporation, Tokyo, Japan. He also served as an officer in the United States Army. Mr. Hanna holds a B.S. in Electrical Engineering from the United States Military Academy, West Point, New York. Bradley M. Shuster was elected a director of the Company in 2017 and Chairman of the Board in 2021 and is a member of the Compensation Committee and Corporate Governance and Nominating Committee. He previously held the position of Vice-Chairman from 2020 to 2021. Mr. Shuster has served as Executive Chairman and Chairman of the Board of NMI Holdings, Inc. (NASDAQ: NMIH) since January 2019. Mr. Shuster founded National MI and served as Chairman and Chief Executive Officer of the company from 2012 to 2018. Prior to founding National MI, Mr. Shuster was a senior executive of The PMI Group, Inc. (NYSE: PMI), where he served as Chief Executive Officer of PMI Capital Corporation. Before joining PMI in 1995, Mr. Shuster was a partner at Deloitte LLP, where he served as partner-in-charge of Deloitte’s Northern California Insurance and Mortgage Banking practices. He also serves as an independent director of WaFd, Inc. (NASDAQ: WAFD). He holds a B.S. from the University of California, Berkeley, and an M.B.A. from the University of California, Los Angeles. Mr. Shuster has received both CPA and CFA certifications. Additionally, Mr. Shuster completed the National Association of Corporate Directors Cyber-Risk Oversight Program, earning the CERT Certificate in Cybersecurity Oversight. With his extensive experience in the financial sector, as well as his experiences as Executive Chairman and as a senior executive of various publicly traded companies, Mr. Shuster provides significant value to the Board of Directors. Additionally, Mr. Shuster’s special skills include experience with mergers and acquisitions; finance, accounting, and investments; business development and operations; strategic and corporate development; and stockholder engagement. Mr. Shuster also has extensive public board and committee chair experience and is an Audit Committee financial expert per the listing standards of the NASDAQ Stock Market. The nominees will be elected by a plurality of the votes cast. Abstentions and broker “non-votes,” if any, will not be counted toward the nominees’ total. However, under our Corporate Governance Guidelines, in an uncontested election, any nominee for director who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election (a “Majority Withheld Vote”) is required to tender his or her resignation following certification of the shareholder vote. If prior to the vote on the election of directors a shareholder has validly given notice of its intent to cumulate votes, you will have six votes per share of Common Stock held which you may allocate among the director nominees. In such an event, the six nominees receiving the highest number of votes “FOR” will be elected to the Board. If a nominee for director is required to tender his or her resignation pursuant to our Corporate Governance Guidelines, then the Corporate Governance and Nominating Committee shall consider the tendered resignation and recommend to the Board of Directors whether to accept it. The Board of Directors will act on the Corporate Governance and Nominating Committee’s recommendation within 90 days following certification of the shareholder vote. The Board of Directors will promptly disclose its decision whether to accept or reject the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a current report on Form 8-K filed by the Company with the SEC. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee recommendation, or the Board of Directors’ action, regarding whether to accept the resignation offer. If all members of the Corporate Governance and Nominating Committee receive a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote shall appoint a committee among themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them; provided, however, that if the only directors who did not receive a Majority Withheld Vote in the same election constitute three or fewer directors, then all directors may participate in the action regarding whether to accept the resignation offers. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

  6. EXECUTIVE OFFICERS AND DIRECTORS

    EXECUTIVE OFFICERS AND DIRECTORS The following table sets forth certain information with respect to the executive officers and directors of the Company as of April 17, 2025:

  7. EXECUTIVE OFFICERS AND DIRECTORS

    | Name | Age | Position Held with the Company | | Joseph F. Hanna | 62 | Chief Executive Officer, President and Director | | Keith E. Pratt | 62 | Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary | | Philip B. Hawkins | 49 | Executive Vice President, Chief Operating Officer | | David M. Whitney | 60 | Senior Vice President, Chief Accounting Officer | | Tara Wescott | 51 | Senior Vice President, Chief Human Resources Officer | | Gilda Malek | 56 | Senior Vice President, Chief Legal Officer and Corporate Secretary | | Kristina Van Trease | 55 | Senior Vice President, Chief Strategy Officer | | John P. Skenesky | 58 | Vice President, TRS-RenTelco | | John P. Lieffrig | 60 | Vice President, Portable Storage | | Nicolas C. Anderson(1)(2) | 40 | Director | | Kimberly A. Box(1)(2)(3) | 65 | Director | | Smita Conjeevaram(2)(3) | 63 | Director | | William J. Dawson(1)(2) | 70 | Director | | Bradley M. Shuster(1)(3) | 70 | Chairman of the Board of Directors |

  8. EXECUTIVE OFFICERS AND DIRECTORS

    (1) Member of the Compensation Committee (2) Member of the Audit Committee (3) Member of the Corporate Governance and Nominating Committee Nicolas C. Anderson, Kimberly A. Box, Smita Conjeevaram, William J. Dawson, Joseph F. Hanna, and Bradley M. Shuster are nominees to the Board of Directors and their descriptions appear under “Proposal No. 1: Election of Directors—Nominees.” Keith E. Pratt currently serves as Executive Vice President, Chief Financial Officer of the Company, a position he has held since February 2017. He was appointed Senior Vice President, Chief Financial Officer in June 2007 and joined the Company in January 2006 as Vice President and was appointed Chief Financial Officer in March of that year. Mr. Pratt brings a wealth of financial leadership experience to his role. Prior to joining the Company, he served as Senior Vice President and Chief Financial Officer at Advanced Fibre Communications (AFC), a public telecommunications equipment company. He held this position from 1999 until AFC was acquired by Tellabs, Inc. in late 2004. Before becoming CFO at AFC, he served as Director of Corporate Development from 1997 to 1999. Mr. Pratt's experience extends beyond finance. He began his career at Pacific Telesis Group, Inc., where he served as Director, Strategy & Business Development Group from 1995 to 1997. Mr. Pratt holds an undergraduate degree in Production Engineering from Cambridge University and an M.B.A. from Stanford University. Philip B. Hawkins was appointed Chief Operating Officer of the Company in January 2025. In this role, he oversees the Company's operational leadership while continuing to guide the Mobile Modular businesses. Mr. Hawkins brings a wealth of experience to his role as COO. He previously served as Senior Vice President and Division Manager, Mobile Modular from January 2022 to January 2025, overseeing Enviroplex, Inc., and Kitchens to Go by Mobile Modular. Prior to this, he successfully led Mobile Modular as Vice President and Division Manager from 2011 to 2021. He also served as Vice President and Division Manager of TRS-RenTelco from 2007 to 2011, and prior to that, he held the role of Manager, Corporate Financial Planning and Analysis from June 2004 to June 2007. Mr. Hawkins joined the Company in 2004 with the acquisition of TRS, an electronics equipment rental division of CIT Technologies Corporation, where he held the position of Senior Business Analyst for Technology Rentals and Services (TRS). He also held leadership roles at Dell Financial Services, demonstrating a strong foundation in finance and operations. Mr. Hawkins received B.S. degrees in Accounting, Finance, and Computer Information Systems from Arizona State University David M. Whitney was appointed Senior Vice President, Chief Accounting Officer of the Company in January 2025. He joined the Company in 2000 as Corporate Controller and was subsequently elected Vice President and Principal Accounting Officer in March 2006. Mr. Whitney brings a wealth of accounting and financial expertise to his role. Prior to joining the Company, he served as Manager of Regional Accounting for The Permanente Medical Group in Oakland, California. Mr. Whitney holds a B.S. in Accounting from California State University, Hayward and is a Certified Public Accountant (CPA). Tara Wescott was appointed Senior Vice President, Chief Human Resources Officer of the Company in January 2025, and brings a wealth of human resources experience to her role. Ms. Wescott joined the Company in 2020 as Vice President, Human Resources. Prior to that, she held various senior executive leadership roles in Human Resources at Macy’s Inc. from 2000 to 2020. In her tenure at Macy’s, she notably led Human Resources for Macys.com and Macy’s Technology. Her proven track record in leading HR initiatives across diverse business units positions her well to drive strategic HR programs for McGrath. Ms. Wescott holds a B.S. in Business Administration with a concentration in Marketing from California State University, East Bay. Gilda Malek was appointed Senior Vice President, Chief Legal Officer, and Corporate Secretary of the Company in January 2025. She joined the Company in 2023 as Vice President, General Counsel, and Corporate Secretary. In her role, Ms. Malek oversees our legal, compliance and environmental health and safety functions. Ms. Malek brings a wealth of legal experience to her role. Prior to joining the Company, she served as Deputy General Counsel at Confluent, a leading SaaS company. Before that, Ms. Malek held various leadership positions in the Legal Department at AECOM, a global infrastructure firm, between 2007 and 2020. Her roles included Subsidiary General Counsel, Division Chief Counsel, and Corporate Deputy General Counsel. Ms. Malek received her J.D. from the University of San Francisco School of Law and her B.A. in Political Science from the University of California, Irvine. Kristina Van Trease currently serves as Senior Vice President, Chief Strategy Officer, a position she has held since December 2023. Previously, she served as Senior Vice President, Strategy and Business Development from February 2022 through November 2023. Ms. Van Trease brings a wealth of experience and strategic acumen to her role. She previously served as Vice President and Division Manager of Adler Tank Rentals from August 2016 through January 2022. Prior to that, she successfully led the startup of the Company's Mobile Modular Portable Storage business, serving as Vice President and Division Manager from June 2009 to August 2016. Ms. Van Trease joined the Company in 1992 and has held various leadership roles throughout her career. She served as Director of Corporate Development from July 2007 through June 2009 and has also held key positions within the TRS-RenTelco division, including sales and management roles. Ms. Van Trease received a B.S. in Business Administration with a concentration in Marketing from San Jose State University. John P. Skenesky currently serves as Vice President and Division Manager of TRS-RenTelco, a position he has held since November 2011. He previously served as the division's Director of Sales and Product Management from June 2007 to November 2011 and Director of Operations and Product Management from June 2004 to June 2007. Mr. Skenesky joined the Company in 1995 and has held various leadership roles within the RenTelco division, including branch management and sales. Prior to joining the Company, he served in lab and product management roles at Genstar Rentals from 1991 to 1994. Mr. Skenesky's career demonstrates a strong foundation in the industry, coupled with proven leadership and operational expertise. He possesses a deep understanding of the company's products, services, and customer needs. Mr. Skenesky served in the United States Navy from 1984 to 1990 as an electronics technician on submarines. He holds an M.B.A. from Texas Christian University. John P. Lieffrig currently serves as Vice President and Division Manager of Mobile Modular Portable Storage, a position he has held since joining the Company in August 2016. Mr. Lieffrig brings extensive industry experience to his role. He previously served as Vice President Sales North America for Modular Space Corporation from 2005 to 2015. He has also held executive leadership roles with prominent companies such as Aramark Corporation and GE Capital. Mr. Lieffrig served on the Modular Building Institute Board of Directors for eight years, demonstrating his commitment to industry advancement. He was elected President of the Board in 2013. Mr. Lieffrig received B.A. degrees in Business Administration and Marketing from Carthage College. Each executive officer of the Company serves at the pleasure of the Board of Directors.

  9. Characteristics of Director Nominees

    Characteristics of Director Nominees The chart below details our Board of Directors’ composition by various characteristics. This table includes information only on our director nominees.

  10. Characteristics of Director Nominees

    | Total Number of Directors | 6 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 4 | | | | Part II: Demographic Background | | | | | | African American or Black | | 1 | | | | Alaskan Native or Native American | | | | | | Asian | 1 | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 1 | 3 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ | | | | | | Did Not Disclose Demographic Background | | | | |

  11. Director Compensation

    Director Compensation Our Compensation Committee periodically seeks input from independent compensation consultants on a range of external market factors, including evolving compensation trends, appropriate peer companies, and market survey data. The Compensation Committee reviews non-employee director compensation every two years. In August 2023, our Compensation Committee retained Semler Brossy Consulting Group (“Semler Brossy”) to conduct a review and analysis of the non-employee director compensation program to be considered by the Compensation Committee in establishing the 2024 compensation review cycle remuneration levels for our non-employee directors. The 2024 compensation described below was approved by the Board of Directors based on Semler Brossy’s analysis and recommendations of the Compensation Committee. For a more complete description of the methodologies used by our compensation consultants and the Compensation Committee, please refer to “Compensation Consultant and Peer Group Selection” in this Proxy Statement. For 2024, each non-employee director of the Company was compensated for his or her services as a director with an annual retainer of $85,000. In addition to the annual retainers, the Chairs of the Board of Directors, Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee received additional annual retainers of $75,000, $25,000, $18,500, and $10,000, respectively. Each other member of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee received annual retainers of $10,000, $7,500, and $5,500, respectively. Members of the Board of Directors do not receive additional compensation for attending Board or committee meetings. All non-employee directors are reimbursed for expenses incurred in connection with attending Board of Directors or committee meetings. Mr. Hanna received no additional compensation for his service as a director. These annual retainers are included in the “2024 Non-Employee Director Compensation Table” below. For fiscal years 2025 and 2026, based on Semler Brossy’s updated analysis and recommendations conducted in 2024 for the two-year 2025 - 2026 compensation review cycle, the Compensation Committee recommended, and the Board of Directors approved, an increase to the non-employee director annual retainer for the Chair of the Corporate Governance and Nominating Committee. For fiscal year 2025, each non-employee director of the Company will receive an annual retainer of $85,000. In addition, to the annual retainer the Chairs of the Board of Directors, Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee will receive additional annual retainers of $75,000, $25,000, $18,500, and $15,000, respectively. Each other member of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee will receive annual retainers of $10,000, $7,500, and $5,500, respectively. Any non-employee director not serving on the Board of Directors for the full calendar year will receive prorated compensation based on that portion of the year in which he or she served. Mr. Hanna will not receive any additional compensation for his services as a director. In addition to cash compensation, each of the non-employee directors of the Company has historically received an annual Restricted Stock Unit (“RSU”) equity grant denominated as a fair value and then converted to shares rounded to the nearest 100 at the date of grant. Based on Semler Brossy’s analysis conducted in 2023, the Compensation Committee recommended, and the Board of Directors approved, the fair value of the 2024 equity grant of approximately $120,000. On February 23, 2024, the Board of Directors granted each non-employee director RSUs under the 2016 Plan 1,000 shares of the Company’s Common Stock with a vesting date of April 1, 2025. Each of these grants represented an equivalent total equity compensation of $124,900, based on the NASDAQ Stock Market close price of $124.90 on February 23, 2024. The total equity compensation values can fluctuate slightly each year due to rounding. These 2024 RSU grants are included in the “2024 Non-Employee Director Compensation Table” in this Proxy Statement. Based on Semler Brossy’s 2024 analysis for the two-year 2025 - 2026 compensation review cycle, the Compensation Committee recommended, and the Board of Directors approved, the fair value of the 2025 equity grant of approximately $130,000. On February 21, 2025, the Board of Directors granted each non-employee director RSUs under the 2016 Plan 1,000 shares of the Company’s common stock with a vesting date of April 1, 2026. Each of these grants represented an equivalent total equity compensation of $127,180, based on the NASDAQ Stock Market closing price of $127.18 on February 21, 2025. The total equity compensation values can fluctuate slightly each year due to rounding. The table below summarizes the compensation paid by the Company to its non-employee directors for the fiscal year ended December 31, 2024.

  12. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  13. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | | Nicolas C. Anderson | $102,500 | $124,900 | $227,400 | | Kimberly A. Box | $109,299 | $124,900 | $234,199 | | Smita Conjeevaram | $105,000 | $124,900 | $229,900 | | William J. Dawson | $117,500 | $124,900 | $242,400 | | Elizabeth A. Fetter(1) | $102,500 | $124,900 | $227,400 | | Bradley M. Shuster | $173,000 | $124,900 | $297,900 |

  14. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    (1) Ms. Fetter resigned from the Board of Directors effective August 1, 2024. The Compensation Committee approved the following in consideration of Ms. Fetter’s long service on the Board of Directors: (1) the accelerated vesting of 1,000 shares of restricted stock units, previously granted to Ms. Fetter on February 23, 2024, which would have otherwise vested on April 1, 2025, and (2) a cash payment to Ms. Fetter in the amount of approximately $51,000 in respect of Board and committee retainers for the remainder of calendar year 2024. Pursuant to the Director Award Agreements, awards vest in full immediately prior to the specified effective date of a change in control or a corporate transaction.

  15. Compensation Discussion and Analysis

    | Compensation Element | Description | Program Features | | Annual Base Salary | • Fixed component of annual cash compensation. • Influenced by competitive market pay trends and individual performance while considering each NEOs experience and scope of responsibilities. | • Offers McGrath NEOs a stable measure of certainty and predictability to meet ongoing living and financial commitments. • Ensures McGrath remains competitive with the market to ensure the Company attracts and retains top talent. | | Annual Incentive Compensation (“Annual Cash Bonus”) | • Variable compensation paid to NEOs subject to pre-established financial “Profitability Bonus” targets as well as individual “Personal Annual Priorities” performance. • Each NEO is granted a target award (as a percentage of the NEO’s base salary) based upon job responsibilities, performance in role, and market competitiveness. • The Profitability Bonus Plan metric is a consistent metric of company Adjusted EBITDA for corporate officers and divisional Adjusted EBITDA for division VPs. | • In 2024, Adjusted EBITDA was the only metric in the “Profitability Bonus” portion of the program, weighted 75% of the total Annual Cash Bonus. Based on Adjusted EBITDA performance, payouts can range from 50% at threshold to 200% at maximum, with linear interpolation between performance levels. • The remaining 25% of the Annual Cash Bonus was dedicated to “Personal Annual Priorities” comprised of a maximum of four (4) items deemed to be the most critical priorities for each NEO for the year. Individual priorities payout opportunity is capped at 100% of target. | | Long-Term Equity Incentives | • In 2024, the Compensation Committee granted time-based RSUs that vest in three equal annual installments over three years based on continued service. • A target equity award is granted to each NEO commensurate with job responsibilities, market competitiveness, experience, and qualitative and quantitative performance factors. | • Historically, up to and including calendar year 2023, the Compensation Committee approved long-term incentive compensation awards for the Company’s executive officers that have 50% of the equity value granted as PSUs, vesting at the end of each three-year performance period, and 50% of the equity value granted as RSUs vesting over three equal annual installments. In connection with the transactions contemplated by the Merger Agreement, and due to the impracticality of setting and measuring long-term Company performance goals during the then pending transaction, the Compensation Committee determined that long-term incentive compensation awards granted on February 23, 2024, would be granted 100% in the form of time-based RSUs. The Compensation Committee has since reverted to its historical approach on equity grants (50% time-based RSUs and 50% PSUs) in 2025. |

  16. Compensation Discussion and Analysis

    | What We Do | What We Do Not Do | | Pay for Performance under Our Cash Bonus Plan: We link pay to performance and shareholder interests by establishing an annual cash bonus plan based on financial metrics and personal annual priorities established in advance by the CEO and/or the Compensation Committee. Performance-Based Long Term Incentive Compensation: Historically, 50% of the equity awards granted to our executive officers have performance-based vesting subject to goals associated with Company ROIC performance revenue. Compensation Recoupment Policy: The policy may require an executive officer, in the event of a financial restatement, to reimburse the Company with respect to any incentive compensation (including cash and equity awards) received during the past three years. Capped Incentives under Our Annual Cash Bonus Plan: Bonuses under our annual cash bonus plan are capped for our executive officers — the cap is tied to their base salary for the relevant year, and in no case is it greater than 200% of their target bonus. Equity Awards Vesting: Performance-based awards vest at the end of each three-year performance period. Time-based awards are subject to a three-year vesting schedule. Stock Ownership and Holdback Guidelines: Our executive officers and directors are subject to stock ownership and holdback guidelines. Compensation Committee Independence and Experience: The Compensation Committee is comprised solely of independent directors who have extensive experience. Thorough Compensation Risk Assessment: The Compensation Committee regularly conducts a comprehensive risk assessment of the Company’s executive compensation programs and practices every two years to ensure prudent risk management. Independent Compensation Advisor: The Compensation Committee utilizes its own independent advisor. Annual Stockholder Advisory Vote: We conduct an annual shareholder advisory vote on the compensation of our NEOs. | No “Single Trigger” Change of Control Severance Payments: We generally do not have “single trigger” severance payments owing solely on account of the occurrence of a change of control event. No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses or uncapped incentives under our annual cash bonus plan. No Re-Pricing of Equity Awards: Our equity plans prohibit repricing of equity awards without shareholder approval. No Special Perquisites or Retirement Benefits: We do not provide special perquisites or retirement benefits to our executive officers that are not generally made available to all of our employees except that any executive officer employed with the Company for at least 10 years may remain on the Company’s health insurance policy after retiring if he or she pays 100% of the premiums. No Tax Gross-Ups: We do not provide tax gross-ups. No Hedging in Company Securities: Our employees and directors are prohibited from engaging in any hedging transaction with respect to company equity securities. No Pledging of Company Securities: Our employees and directors are prohibited from engaging in any pledging transaction with respect to company equity securities. |

  17. Compensation Discussion and Analysis

    The following sections describe all the features of our executive compensation in more detail. Compensation Philosophy and Objectives The purpose of the Company’s executive compensation program is to attract and retain exceptional talent and to reward performance by establishing measurable objectives to drive future performance, thus aligning our executive officers’ interests with those of our shareholders. We believe the most effective compensation program is one that is designed to reward the achievement of specific annual, long-term, and strategic goals of the Company. Our primary objective is to align our executive officers’ interests with the interests of our shareholders by rewarding the achievement of established goals that contribute to increased long-term shareholder value. To that end, part of our executive officers’ compensation is directly tied to identifiable, objective goals by which performance can be measured. In addition, in structuring our executive compensation program, we consider the compensation of our executive officers relative to the compensation paid to similarly situated executives of our peer group companies and the broader general market. Advisory Vote on Executive Compensation At the 2024 Annual Meeting, 97% of the shares of Common Stock present and entitled to vote on the advisory vote on the executive compensation proposal were in favor of our named executive officer's compensation. The result of the 2024 vote was consistent with our record over the past five years of greater than 95% support for say-on-pay. The Board of Directors and Compensation Committee reviewed these final vote results and determined that, given the significant level of support, our executive compensation policies and decisions discussed in the “Compensation Discussion and Analysis” were appropriate to achieve our objectives. Compensation Consultant and Peer Group Selection The Compensation Committee periodically seeks input from its outside compensation consultant on a range of external market factors, including evolving compensation trends, appropriate peer companies, and market survey data. In 2024, the Compensation Committee retained Semler Brossy to conduct a review and analysis of our current compensation program to be considered by the Compensation Committee in establishing the compensation levels and severance guidelines for our non-employee directors and executive officers. After consideration of several factors relating to the independence of Semler Brossy, including those guidelines set forth in the NASDAQ listing standards, the Compensation Committee determined that Semler Brossy is independent. In late 2023, Semler Brossy provided an analysis with relevant market data and alternatives to consider when making compensation decisions for our executive officers. The analysis compared each element of total compensation against a peer group of publicly traded companies and compensation survey data (the “Compensation Peer Group”). The Compensation Peer Group consisted of companies against which we compete for recruiting and retaining executives and independent non-employee directors. The peer group serves as a basis for which the Compensation Committee considers an analysis of market competitive pay for all of the Company’s executive officers in comparison to peers when determining pay levels for target compensation. The peer group also serves as an informative source determining competitive practices relative to pay design and governance practices. In selecting the Compensation Peer Group, the Compensation Committee also sought to comply with best-practice parameters by including companies in a similar industry or geography and with similar financial metrics, such as revenue, market capitalization, and total assets. The Compensation Committee generally reviews total compensation and considers it compared to the Compensation Peer Group. Other factors were also taken into consideration when determining executive officer compensation levels, including: 1) Divisional size (revenues or earnings) contribution to Company-wide results relative to other divisions. 2) Divisional business complexity relative to other divisions of the Company. 3) Stature/experience/length of service of executive officer in role relative to market comparisons. 4) Geographic location of executive officer and relative market comparisons. 5) Definition and extent of responsibilities of executive officer role by the Company versus peer group sources. 6) Divisional leadership transition or new business initiatives. 7) Appropriate weighting or relativeness of different peer group sources. Other factors the Compensation Committee may deem appropriate. The companies comprising the 2024 Compensation Peer Group are as follows:

  18. Compensation Discussion and Analysis

    Mr. Hawkins was promoted to Chief Operating Officer, effective January 13, 2025. His salary increase for 2025 reflects his promotion. 2024 Non-Equity Performance-Based Incentive Plan Compensation The 2024 Cash Bonus Plan is comprised of two components. The first component compensates the executive officer for his or her efforts leading to the Company’s success at meeting its annual profitability goals. Annual profitability goals are measured by Adjusted EBITDA for corporate executive officers (Messrs. Hanna and Pratt and Mses. Malek and Van Trease) and for division executive officers (Mr. Hawkins). The second component measures the executive officer’s success at accomplishing his or her personal annual priorities. These two components are used to ensure an emphasis on annual profitability and to define each executive officer’s specific role with measurable goals to achieve annual and long-term increases in shareholder value. For each of our NEOs, the profitability component is weighted 75% and the personal annual priorities component is weighted 25%. Component 1—Profitability: The profitability goal for the corporate NEOs, Messrs. Hanna and Pratt and Mses. Malek and Van Trease, is based 100% on the Company’s Adjusted EBITDA. For the division NEO, Mr. Hawkins, his profitability goal is based 90% on Adjusted EBITDA for the Mobile Modular division, and 10% is based on Division EBIT for the Enviroplex division. Adjusted EBITDA is calculated from results reported on the Company’s income statement, excluding one-time acquisition-related transaction costs disclosed by the Company in its annual and quarterly reports. For a reconciliation of Adjusted EBITDA to the comparable GAAP measure, please reference the Original Annual Report. Division EBIT is calculated from results reported on the Company’s income statement disclosed by the Company in its annual and quarterly reports. We use a collaborative process between our Chief Executive Officer, Chief Financial Officer, and other executive officers to determine the annual profitability goal for each of the executive officers of the Company. The goals are then recommended to the Compensation Committee. The Compensation Committee then reviews each executive officer’s compensation history and performance before determining final levels for profitability goals. The annual profitability goals for each division and the Company are established at the beginning of each fiscal year based upon a “realistic stretch” philosophy. The Company’s management determines the potential annual financial performance for each division and the Company based on its outlook for the opportunity levels in the markets in which it operates, strategic and tactical initiatives, and other key factors and special circumstances, applying a “realistic stretch” view to what potentially can be accomplished. We expect that although it would take a significant amount of effort on the part of each individual, 100% of the target annual profitability level can be achieved for the year. We assume any amount in excess of the target annual profitability goal would be difficult to achieve without extraordinary effort or the occurrence of significant and unforeseen changes in the competitive landscape. Each executive officer has a designated percentage of base salary for the calendar year that can be earned for achieving 100% of his or her respective annual profitability goal. For 2024, based on input from Semler Brossy, and consistent with common practices in the market, the threshold for the 2024 Cash Bonus Plan is such that 90% achievement will result in 50% bonus eligibility. Achievement below 90% results in zero payout. At 110% achievement, the plan pays a maximum of two times the bonus target for profitability. Achievement and resulting bonus payouts for performance between Threshold and Target, and for performance between Target and Maximum, are determined based on straight-line interpolation.

  19. Compensation Discussion and Analysis

    | | % of Goal Achieved | % of Bonus Earned | | Below | < 90% | — | | Threshold | 90% | 50% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  20. Compensation Discussion and Analysis

    | | | | | Adjusted EBITDA(1) | | | Individual Component(2) | | | | | | Name | 2024 Base | Target bonus as % of Base | 2024 Target Bonus $ | Wt. | % Earned | Payout $ | Wt. | % Earned | Payout $ | Total Payout $ | Total Payout as % of Target | | Joseph F. Hanna | $850,000 | 100.0% | $850,000 | 75.0% | 105.9% | $675,113 | 25.0% | 100.0% | $212,500 | $887,613 | 104.4% | | Keith E. Pratt | $520,000 | 60.0% | $312,000 | 75.0% | 105.9% | $247,806 | 25.0% | 100.0% | $78,000 | $325,806 | 104.4% | | Philip B. Hawkins(3) | $450,000 | 60.0% | $270,000 | 75.0% | 186.1% | $376,934 | 25.0% | 100.0% | $67,500 | $444,434 | 164.6% | | Gilda Malek | $440,000 | 50.0% | $220,000 | 75.0% | 105.9% | $174,735 | 25.0% | 100.0% | $55,000 | $229,735 | 104.4% | | Kristina Van Trease | $350,000 | 60.0% | $210,000 | 75.0% | 105.9% | $166,793 | 25.0% | 100.0% | $52,500 | $219,293 | 104.4% |

  21. Compensation Discussion and Analysis

    | 2024 Long-Term Equity Incentives | | • The Company’s long-term incentive program encourages a long-term focus through the use of equity compensation, the value of which is dependent on the performance of our common stock. • Each Company executive is granted a target value of long-term equity incentives. The number of shares underlying the grants to each NEO is equal to the target value divided by the closing share price of our common stock on the date of grant ($124.90 on February 23, 2024). • In 2024, in connection with the proposed acquisition by WillScot, each NEO was awarded long-term incentive compensation awards 100% in the form of time-based restricted stock units (“RSUs”), as opposed to the Company's historic practice of granting awards 50% in the form of performance based RSUs . |

  22. Compensation Discussion and Analysis

    | | | Performance-Vested RSUs(1) | | | Time-Vested RSUs | | | | Name | Target LTI $ | % of Target LTI | # of Units Granted | $ Value | % of Target LTI | # of Units Granted | $ Value | | Joseph F. Hanna | $3,300,000 | — | — | — | 100% | 26,420 | $3,300,000 | | Keith E. Pratt | $1,150,000 | — | — | — | 100% | 9,210 | $1,150,000 | | Philip B. Hawkins | $500,000 | — | — | — | 100% | 4,000 | $500,000 | | Gilda Malek | $500,000 | — | — | — | 100% | 4,000 | $500,000 | | Kristina Van Trease | $350,000 | — | — | — | 100% | 2,800 | $350,000 |

  23. Compensation Discussion and Analysis

    (1) No PSUs were awarded in 2024. Restricted Stock Units (“RSUs”): The 2024 time-based RSUs vest in three annual installments over three years based on the continued service of the executive. Performance-Based Restricted Stock Units (“PSUs”): As discussed above, no PSUs were granted in 2024, however, in 2025, the Compensation Committee reverted to its historical approach on equity grants (50% time-based RSUs and 50% PSUs) to executive officers subsequent to the termination of the merger and the Company continuing to operate as a standalone company. As with PSUs granted in prior years, the 2025 PSUs will be earned based upon achievement of a three-year corporate ROIC target (for corporate executive officers; division specific ROIC targets for divisional executive officers) and a revenue target, each weighed equally. The PSUs cliff vest following the completion of the three-year performance period, subject to continued service and achievement of the performance goals. 2022 Three-Year PSU Achievement:

  24. Compensation Discussion and Analysis

    | Name | 2022-2024 Actual Performance | 2022-2024 Target PSUs | 2022-2024 PSUs Earned | | Joseph F. Hanna | 200% | 8,310 | 16,620 | | Keith E. Pratt | 200% | 3,230 | 6,460 | | Philip B. Hawkins | 200% | 2,000 | 4,000 | | Gilda Malek(1) | — | — | — | | Kristina Van Trease | 200% | 1,570 | 3,140 |

  25. Compensation Discussion and Analysis

    (1) Ms. Malek was hired on March 21, 2023, and did not receive 2022 PSUs. 2024 McGrath Equity Awards In past years, the Compensation Committee approved long-term incentive compensation awards for the Company’s executive officers to have 50% of the equity value granted as performance-based RSUs, vesting at the end of each three-year performance period, and 50% of the equity value granted as time-based RSUs vesting over three years. In connection with the merger with WillScot, the Compensation Committee, in consultation with WillScot, agreed that long-term incentive compensation awards granted in February 2024 would be in the form of time-based RSUs, as opposed to the Company’s historic practice, due to the impracticality of setting and measuring long-term Company performance goals during the then pending transaction. Accordingly, on February 23, 2024, the Compensation Committee granted only time-based RSU awards to each of its executive officers, vesting 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. If the employment of any of the Company’s executive officers is terminated without cause or the executive officer resigns for good reason within 12 months after a change in control transaction (as defined in the award agreement), subject to a release of claims, all of such executive officer’s time-based RSUs granted on February 23, 2024 would accelerate and vest upon such termination of employment. In 2025, the Compensation Committee reverted to its historical approach on equity grants to executive officers. Executive Officer Stock Ownership and Stock Holdback Guidelines The Board of Directors believes that, in order to better align the interests of management and shareholders, executive officers should have a significant financial (equity) stake in the Company. Historically, each executive officer has had a target level of Company Common Stock value to achieve within seven (7) years of his or her date of hire. The target level of Common Stock value to be achieved is a multiple of each executive officer’s base salary. The multiples of executive officer base salary have been four (4) times for the Chief Executive Officer and two (2) times for all other executive officer positions. In evaluating whether the Common Stock value ownership guideline has been met, all shares of Common Stock owned, in the McGrath RentCorp Employee Stock Ownership and 401(k) Plan (“KSOP”) shares and 50% of the value (market price less strike price) of all vested unexercised stock options had been considered. Additionally, it has been the Company’s policy that each executive officer has a 10% holdback provision for RSU equity grant settlements to facilitate earlier achievement of stock ownership under the Company’s stock ownership guidelines. Effective February 14, 2025, the Board of Directors amended the Company's previous Stock Ownership Guidelines for officers as follows:

  26. Compensation Discussion and Analysis

    | CEO Stock Ownership | Equivalent to five (5) times annual base salary | | Other Executive Officers Stock Ownership | Equivalent to two (2) times annual base salary | | Time to Comply | Five (5) years | | Holding Requirement | 50% until guideline is met based on net, after-tax shares upon vesting or exercise | | Determination of Holding Requirement | Calculation is based on vested RSUs and PSUs; unvested RSUs and vested options are not included in the holding requirement calculation |

  27. Compensation Discussion and Analysis

    The Board of Directors may consider exceptions to these Stock Ownership Guidelines based on various factors, including financial hardship. Equity Granting Policy In 2007, the Board of Directors adopted an equity granting methodology whereby there is one annual equity grant date, which is the date when the blackout window opens after the year-end earnings are released. All designated non-employee directors, executive officers, and key employees are eligible to receive an equity grant on the annual equity grant date with an exercise price (for stock options or SARs) or grant price (for RSUs), equal to the NASDAQ Stock Market close price on that day. The Board of Directors may authorize the Chief Executive Officer an additional allotment of options or shares to be granted at his discretion to new hires and promotion candidates, other than executive officers, over the course of a given time frame, with the grant date and exercise or grant price based on the last trading day of each month of the employment event. This allotment is not available to executive officers, as all grants to executive officers must be made by the Compensation Committee. Compensation Recoupment Policy In 2011, the Board of Directors adopted a Compensation Recoupment Policy that applies to executive officers if the Company is required to restate its financial statements. The Board believes it is desirable and in the best interests of the Company and its shareholders to maintain and enhance a culture that is focused on integrity and accountability and believes that this policy discourages conduct detrimental to the Company’s sustained growth. In 2023, the Board of Directors adopted the Company’s Amended and Restated Compensation Recoupment Policy (the “Policy”) in accordance with the NASDAQ Stock Market listing standards and Rule 10D-1 under the Exchange Act. The Policy requires any current or former executive officer, in the event of a financial restatement, to reimburse the Company with respect to any incentive compensation (including cash and equity awards) received during the past three years that is in excess of that which would have been received if such compensation had been based upon the financial statements as so restated. The Policy is posted on our website at www.mgrc.com under the Investors/Corporate Governance section. Risk-Hedging Policies Pursuant to the Company’s Insider Trading and Blackout Policy, officers and directors of the Company are prohibited from engaging in short-term or speculative securities transactions with respect to the Company’s Common Stock. These prohibited transactions can have the effect of reducing or canceling the risk of an investment in the Common Stock, particularly in the short-term. These prohibited transactions may create the appearance that the executives are trading on inside information. Additionally, certain forms of hedging or monetization transactions allow a shareholder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the holder to continue to own the covered securities but without full risks and rewards of ownership. Therefore, Company personnel are also specifically prohibited from engaging in short sales, hedging transactions, buying or selling puts or calls, buying any of the Company’s securities on margin, pledging transactions, and engaging in derivative transactions related to the Company’s securities (such as exchange-traded options). The Company’s Insider Trading Policy further provides that Company personnel who purchase or sell Company securities in the open market may not correspondingly sell or purchase any Company securities of the same class during the six months following the purchase. The Insider Trading Policy is posted on our website at www.mgrc.com under the Investors/Corporate Governance section.

  28. Change in Control Arrangements

    Change in Control Arrangements Up until February 2025, the Company maintained a “Change in Control Severance Plan” for our CEO and CFO. The Change in Control Severance Plan as approved in 2013, and updated in February 2022, contained an initial two-year term with no automatic renewal. The Compensation Committee adopted the Change in Control Severance Plan to help ensure appropriate behavior by individuals in key management roles in evaluating, presenting, and acting upon change in control opportunities involving the Company that may arise. As discussed further under “Amended Plans” below, in February 2025, the Company replaced the Change in Control Severance Plan by consolidating the Company’s two severance plans into a single plan document. The Compensation Committee believes that previously maintaining the Change in Control Severance Plan, and now replacing it with the Amended Severance Plan (as defined under the "Amended Plans" below) is in the best interests of shareholders in helping to ensure (a) the individuals in those management roles most likely to influence a change in control opportunity are appropriately incentivized to act in the best interests of shareholders; (b) continuity of management before and during an impending transaction, or the need for continuity in management after a change in control; and (c) the Company’s continuing ability to attract talented senior management members, as well as to avoid executives departing due to limited or no remuneration protections in the event of a change in control transaction. Further, the Compensation Committee believes that stable corporate leadership exhibiting the desired management behaviors is imperative for shareholders to be in a position to realize a favorable premium in the potential sale of the Company. Under the Change in Control Severance Plan, each of Messrs. Hanna and Pratt would have been entitled to severance payments and termination benefits upon a termination of their employment that is a qualifying termination under the Change in Control Severance Plan. Under the Change in Control Severance Plan, if Messrs. Hanna’s or Pratt’s employment were terminated without cause or for good reason within 12 months following a change in control, subject to a release of claims, they would have been entitled to: (i) two times annual base salary; (ii) two times target bonus for the year of termination; (c) medical benefits under COBRA for up to 24 months for Mr. Hanna and 12 months for Mr. Pratt; (d) outplacement assistance in accordance with the applicable McGrath policies and guidelines in effect immediately prior to termination of employment; and (e) full acceleration and vesting of any and all equity awards. The Change in Control Severance Plan did not provide for a tax gross-up.

  29. Involuntary Termination Severance Plan for Officers

    Involuntary Termination Severance Plan for Officers The Compensation Committee established a formal Involuntary Termination Severance Plan for Officers (the “Severance Plan”) to address involuntary termination severance eligibility and payments for executive officer-level positions. The Compensation Committee believes that maintaining this Severance Plan is in the best interests of shareholders in helping to ensure the Company’s continuing ability to attract and retain talented senior executives. For the fiscal year ended December 31, 2024, all of our executive officers were selected by the Compensation Committee to be covered by the Severance Plan. Under the Severance Plan, as in existence during calendar year 2024, upon a termination by the Company without cause prior to a change in control or after 12 months following a change in control, subject to a release of claims, our NEOs are entitled to the following severance benefits: (a) for Messrs. Hanna and Pratt, a severance payment of up to the equivalent of 12 months of base salary, and for other executive officers, a severance payment of up to the equivalent of 6 months of base salary, (b) medical benefits under COBRA for up to 12 months, and (c) outplacement assistance in accordance with the applicable Company policies and guidelines in effect immediately prior to termination of employment. In the cases of Messrs. Hanna and Pratt, during calendar year 2024, if they were eligible to receive severance benefits under the Change in Control Severance Plan, they would not also have been eligible to receive severance benefits under the Severance Plan, but would instead have received the benefits described under Change in Control Severance Plan above. Under the Severance Plan, upon a termination by the Company without cause or a resignation for good reason within 12 months after a change in control, subject to a release of claims, each executive officer other than Messrs. Hanna and Pratt are entitled to receive (a) a severance payment of up to the equivalent of 6 months of base salary, (b) medical benefits under COBRA for up to 12 months, (c) full acceleration and vesting of any and all equity awards, and (d) outplacement assistance in accordance with the applicable Company policies and guidelines in effect immediately prior to termination of employment. The Severance Plan does not provide for a tax gross-up. In addition, the Company’s annual cash bonus plan for executive officers generally provides that upon such executive officer’s termination of employment without cause or resignation for good reason, which occurs prior to the end of the plan term, such executive officer would receive a pro-rated bonus based on the number of days of employment prior to such termination for the plan year, with the bonus amount calculated based on full satisfaction of the target components under the plan. If an executive officer’s employment is terminated without cause or an executive officer resigns for good reason in the middle of a plan year, such executive officer would be entitled to a pro-rated annual bonus for the year of termination.

  30. Tax and Accounting Implications

    Tax and Accounting Implications Deductibility of Executive Compensation Section 162(m) of the Code generally limits our corporate tax deduction for compensation paid to certain executive officers to $1 million per year. Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, this limitation did not apply to compensation that qualified as “performance-based” compensation under Section 162(m) of the Code. Under the TCJA, this “performance-based” exception was repealed for taxable years beginning after December 31, 2017, except with respect to certain “grandfathered” compensation. The Compensation Committee intends to maximize our ability to deduct executive compensation for tax purposes to the extent structuring our executive compensation for tax purposes is in alignment with our compensation philosophy. The Compensation Committee nonetheless reserves the right to use its judgment to authorize compensation payments that may not be deductible when the committee believes that such payments are appropriate and in the best interests of our shareholders, after taking into account changing business conditions or the executive officer’s performance. Accounting for Stock-Based Compensation We accrue our named executive officers’ salaries and incentive awards as an expense when earned. For our stock-based compensation, the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”), requires us to recognize compensation expense within our income statement for all share-based payment arrangements, which includes employee stock option plans. The expense is based on the grant-date fair value of the equity award granted and is recognized ratably over the requisite service period. The Compensation Committee considers the expense of equity awards as part of its overall evaluation of our equity compensation program.

  31. Compensation Policies and Practices and Risk Management

    Compensation Policies and Practices and Risk Management The Compensation Committee considers potential risks when reviewing and approving the compensation programs for our executive officers and other employees. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk-taking. The following elements have been incorporated into our programs available for our executive officers: • A Balanced Mix of Compensation Components—The target compensation mix for our executive officers is composed of base salary, annual cash bonus incentives, and long-term equity awards. • Multiple Performance Factors—Our incentive compensation plans use both company-wide metrics and individual annual priorities, which encourage a focus on the achievement of objectives for the overall benefit of the Company. • Different Performance Metrics—We generally use different performance metrics between our cash bonus and performance RSU programs, providing a balance and mitigating against the potential for undue risk in meeting a single goal. • Realistic Performance Goals—Financial performance goals in our performance-based incentive plans are set at levels that are intended to be attainable without the need to take inappropriate risks. • Capped Incentive Awards—Payouts for both the annual cash bonus incentive awards and our performance RSUs are capped for our executive officers. • Stock Ownership Guidelines—Our stock ownership guidelines align the interests of our executive officers with preservation and appreciation of stockholder value over time. • Multi-Year Vesting—Equity awards vest over multiple years, requiring long-term commitment on the part of employees. • Competitive Positioning—The Compensation Committee considers our executive compensation program structure and levels relative to our peers. The Compensation Committee generally targets total compensation to be in a market-competitive range relative to our peer group and compensation survey data. • Corporate Governance Programs—We have implemented corporate governance guidelines, a code of conduct, a compensation recoupment policy, and other corporate governance measures and internal controls. The Compensation Committee also reviews the key design elements of our compensation programs in relation to industry practices, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the board. As a result of this review, the Compensation Committee concluded that, based on a combination of factors, our compensation policies and practices do not incentivize excessive risk-taking that could have a material adverse effect on the Company.

  32. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning the compensation earned during the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, by each of our NEOs.

  33. Summary Compensation Table(1)

    Summary Compensation Table(1)

  34. Summary Compensation Table(1)

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Joseph F. Hanna | 2024 | $850,000 | $300,000 | $3,299,858 | — | $887,613 | — | $140,372 | $5,477,843 | | President and Chief Executive | 2023 | $800,000 | — | $2,700,334 | — | $1,130,660 | — | $140,964 | $4,771,958 | | Officer | 2022 | $700,000 | — | $1,350,376 | — | $965,913 | — | $104,878 | $3,121,167 | | Keith E. Pratt | 2024 | $520,000 | $40,000 | $1,150,329 | — | $325,806 | — | $62,175 | $2,098,310 | | Executive Vice President, | 2023 | $500,000 | — | $750,672 | — | $426,900 | — | $61,931 | $1,739,503 | | Chief Financial Officer and | 2022 | $480,000 | — | $524,876 | — | $385,248 | — | $43,993 | $1,434,117 | | Assistant Corporate Secretary | | | | | | | | | | | Philip B. Hawkins | 2024 | $450,000 | $40,000 | $499,600 | — | $444,434 | — | $42,364 | $1,476,398 | | Executive Vice President, | 2023 | $380,000 | — | $410,784 | — | $363,546 | — | $43,613 | $1,197,943 | | Chief Operating Officer | 2022 | $350,000 | — | $325,000 | — | $209,167 | — | $30,999 | $915,166 | | Gilda Malek(6) | 2024 | $440,000 | $40,000 | $499,600 | — | $229,735 | — | $18,955 | $1,228,290 | | Senior Vice President, Chief Legal | 2023 | $313,425 | — | $400,300 | — | $233,823 | — | — | $947,548 | | Officer and Corporate Secretary | 2022 | — | — | — | — | — | — | — | — | | Kristina Van Trease | 2024 | $350,000 | $40,000 | $349,720 | — | $219,293 | — | $35,989 | $995,002 | | Senior Vice President, Chief | 2023 | $330,000 | — | $479,596 | — | $281,754 | — | $23,650 | $1,115,000 | | Strategy Officer | 2022 | $316,000 | — | $255,126 | — | $258,749 | — | $27,518 | $857,393 |

  35. Summary Compensation Table(1)

    (1) Amounts disclosed in this and other tables may minimally vary from amounts presented within the CD&A narrative due to rounding to the nearest dollar for tabular purposes. (2) At year-end, the Compensation Committee evaluated the 2024 accomplishments of the NEOs and approved a one-time discretionary bonus for each NEO to acknowledge his/her overall achievements in 2024. The NEOs led the company through strong business results throughout 2024 while managing through a pending acquisition that was approved by the shareholders and subsequently terminated. (3) The amounts in columns (e) and (f) reflect the aggregate grant date fair value amounts, in accordance with ASC the 718, of awards granted pursuant to the 2016 Plan. RSUs were granted to our NEOs on February 23, 2024, with a grant date fair value of $3,299,858 for Mr. Hanna; $1,150,329 for Mr. Pratt; $499,600 for Mr. Hawkins; $499,600 for Ms. Malek; and $349,720 for Ms. Van Trease. The grant date fair value of each RSU granted to the NEOs, is equal to the closing share price of our common stock on the date of grant of $124.90. No PSUs were granted to our NEOs in 2024. Assumptions used in the calculation of these amounts are included in the notes of the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the 2024 Annual Report. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that may be realized by the named executive officers. (4) The amounts in column (g) reflect amounts earned by the NEOs during the fiscal year ended December 31, 2024, and paid in 2025 pursuant to the Cash Bonus Plan. See “Non-Equity Performance-Based Incentive Plan Compensation” in this Proxy Statement for additional detail. (5) The amounts in column (i) reflect the cash contributions allocated to each NEO pursuant to the provisions of the Company’s Employee Stock Ownership and 401(k) Plan and dividend equivalent payouts for vested RSUs and PSUs that were not factored into the grant date fair values of such RSUs and PSUs. The table below details the amounts paid to each NEO. Ms. Malek was hired on March 21, 2023.

  36. Summary Compensation Table(1)

    | Name | Year | Employee Stock Ownership and 401(k) Plan Cash Contribution ($) | RSU and PSU Dividend Payments ($) | Total ($) | | Joseph F. Hanna | 2024 | $13,800 | $126,572 | $140,372 | | | 2023 | $13,200 | $127,764 | $140,964 | | | 2022 | $12,200 | $92,678 | $104,878 | | Keith E. Pratt | 2024 | $13,800 | $48,375 | $62,175 | | | 2023 | $13,200 | $48,731 | $61,931 | | | 2022 | $12,200 | $31,793 | $43,993 | | Philip B. Hawkins | 2024 | $13,800 | $28,564 | $42,364 | | | 2023 | $13,200 | $30,413 | $43,613 | | | 2022 | $12,200 | $18,799 | $30,999 | | Gilda Malek | 2024 | $13,800 | $5,155 | $18,955 | | | 2023 | — | — | — | | | 2022 | — | — | — | | Kristina Van Trease | 2024 | $13,800 | $22,189 | $35,989 | | | 2023 | $13,200 | $10,450 | $23,650 | | | 2022 | $12,200 | $15,318 | $27,518 |

  37. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS

  38. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph F. Hanna | | $531,250 | $850,000 | $1,487,500 | — | — | — | — | — | — | — | | | 2/23/2024 | — | — | — | — | — | — | 26,420 | — | — | $3,299,858 | | Keith E. Pratt | | $195,000 | $312,000 | $546,000 | — | — | — | — | — | — | — | | | 2/23/2024 | — | — | — | — | — | — | 9,210 | — | — | $1,150,329 | | Philip B. Hawkins | | $168,750 | $270,000 | $472,500 | — | — | — | — | — | — | — | | | 2/23/2024 | — | — | — | — | — | — | 4,000 | — | — | $499,600 | | Gilda Malek | | $137,500 | $220,000 | $385,000 | — | — | — | — | — | — | — | | | 2/23/2024 | — | — | — | — | — | — | 4,000 | — | — | $499,600 | | Kristina Van Trease | | $131,250 | $210,000 | $367,500 | — | — | — | — | — | — | — | | | 2/23/2024 | — | — | — | — | — | — | 2,800 | — | — | $349,720 |

  39. 2024 GRANTS OF PLAN-BASED AWARDS

    The amounts listed in these columns reflect the threshold, target and maximum amounts payable to the NEOs pursuant to the Cash Bonus Plan. See “Non-Equity Performance-Based Incentive Plan Compensation” for additional detail. The threshold assumptions assume achieving 90% of the profitability target and no achievement of the personal annual priorities. On February 23, 2024, each NEO, received a grant of time-based RSUs with 33% vesting on the first annual anniversary of the grant; 33% vesting on the second annual anniversary of the grant; and 34% vesting on the third annual anniversary of the grant. Each unit represents a right to receive one share of Common Stock or an amount equal to the fair market value of the Common Stock underlying the unit on the vesting date.

  40. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  41. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Exercisable | Unexercisable | | | | | | | | | Joseph F. Hanna | — | — | — | — | — | 2,771(1) | $309,853 | 16,620(4) | $1,858,448 | | | | | | | | 6,394(2) | $714,977 | 16,310(5) | $1,823,784 | | | | | | | | 26,420(3) | $2,954,284 | | | | Keith E. Pratt | — | — | — | — | — | 1,077(1) | $120,430 | 6,460(4) | $722,357 | | | | | | | | 2,401(2) | $268,480 | 3,600(5) | $402,552 | | | | | | | | 9,210(3) | $1,029,862 | | | | Philip B. Hawkins | — | — | — | — | — | 667(1) | $74,584 | 4,000(4) | $447,280 | | | | | | | | 1,314(2) | $146,931 | 1,970(5) | $220,285 | | | | | | | | 4,000(3) | $447,280 | | | | Gilda Malek | — | — | — | — | — | 2,861(2) | $319,917 | — | — | | | | | | | | 4,000(3) | $447,280 | | | | Kristina Van Trease | — | — | — | — | — | 524(1) | $58,594 | 3,140(4) | $351,115 | | | | | | | | 1,021(2) | $114,168 | 1,530(5) | $171,085 | | | | | | | | 2,800(3) | $313,096 | | |

  42. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Represents RSUs granted on February 25, 2022, with 33% vesting on the first annual anniversary of the grant; 33% vesting on the second annual anniversary of the grant; and 34% vesting on the third annual anniversary of the grant. Each RSU represents a right to receive one share of the Company’s common stock or an amount equal to the fair market value of the Company’s common stock underlying the unit on the vesting date, with vesting dates of 2/25/23, 2/25/24, and 2/25/25. 2) Represents RSUs granted on February 24, 2023, with 33% vesting on the first annual anniversary of the grant; 33% vesting on the second annual anniversary of the grant; and 34% vesting on the third annual anniversary of the grant. Each RSU represents a right to receive one share of the Company’s common stock or an amount equal to the fair market value of the Company’s common stock underlying the unit on the vesting date, with vesting dates of 2/24/24, 2/24/25, and 2/24/26. Except for Ms. Malek who received her RSU grant on March 31, 2023, with vesting dates of 3/31/24, 3/31/25, and 3/31/26. 3) Represents RSUs granted on February 23, 2024, with 33% vesting on the first annual anniversary of the grant; 33% vesting on the second annual anniversary of the grant; and 34% vesting on the third annual anniversary of the grant. Each RSU represents a right to receive one share of the Company’s common stock or an amount equal to the fair market value of the Company’s common stock underlying the unit on the vesting date, with vesting dates of 2/23/25, 2/23/26, and 2/23/27. 4) Represents PSUs granted on February 25, 2022, that are subject to a performance-based vesting component at the end of a three-year performance period. Unless earlier forfeited under the terms of the PSUs, each PSU vests and converts into no less than 50% and no more than 200% of one share of the Company’s common stock. The PSUs vest 100% at the end of the three-year performance period if the performance goal is satisfied, with a vesting date of 2/25/25. Represents PSUs granted on February 24, 2023, that are subject to a performance-based vesting component at the end of a three-year performance period. Unless earlier forfeited under the terms of the PSUs, each PSU vests and converts into no less than 50% and no more than 200% of one share of the Company’s common stock. The PSUs vest 100% at the end of the three-year performance period if the performance goal is satisfied, with a vesting date of 2/24/26.

  43. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED

  44. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Joseph F. Hanna | — | — | 24,680 | $3,076,362 | | Keith E. Pratt | — | — | 9,393 | $1,170,837 | | Philip B. Hawkins | — | — | 5,804 | $723,469 | | Gilda Malek | — | — | 1,429 | $172,580 | | Kristina Van Trease | — | — | 3,086 | $384,670 |

  45. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Pursuant to the terms of the agreements for the McGrath PSU awards granted during the 2022 calendar year (each, a “2022 PSU”), in the event of a change in control of the Company and such event occurs prior to the end of the three-year performance period, at the effective time of such change-in-control event, each outstanding 2022 PSU would accelerate and be deemed earned based on the McGrath Board’s good faith best estimate of projected actual performance through the end of the performance period. Assuming a change in control of the Company occurred on December 31, 2024, based on a closing NASDAQ Stock Market price of $111.82 per share on December 31, 2024, the value of the 2022 PSUs that each NEO would be entitled to is shown in the table below. The acceleration and vesting of a portion of the 2022 PSUs occurs on a change in control and is not contingent on an NEO’s termination of employment. Pursuant to the terms of the agreements for the McGrath PSU awards granted during the 2023 calendar year (each, a “2023 PSU”), in the event of a change in control of the Company occurring prior to the end of the three-year performance period, a prorated portion of the 2023 PSUs would vest assuming target performance is achieved, with the prorated portion determined based on the number of days elapsed between the grant date and the change in control event. Assuming a change in control occurred on December 31, 2024, based on a closing NASDAQ Stock Market price of $111.82 per share on December 31, 2024, the value of the 2023 PSUs that each NEO would be entitled to is shown in the table below. The acceleration and prorated vesting of a portion of the 2023 PSUs occurs on a change in control and is not contingent on an NEO's termination of employment.

  46. Potential Payments upon Termination or Change-in-Control

    | | 2022 PSUs | | 2023 PSUs | | | Name | Number of PSUs | Value of PSUs | Number of PSUs | Value of PSUs | | Joseph F. Hanna | 16,620 | $3,716,897 | 10,069 | $1,125,916 | | Keith E. Pratt | 6,460 | $1,444,714 | 2,222 | $248,516 | | Philip B. Hawkins | 4,000 | $894,560 | 1,216 | $135,994 | | Gilda Malek(1) | — | $— | — | $— | | Kristina Van Trease | 3,140 | $702,230 | 945 | $105,619 |

  47. Potential Payments upon Termination or Change-in-Control

    Ms. Malek was hired on March 21, 2023, and therefore was not granted PSUs in 2022 or 2023. Under the terms of our Cash Bonus Plan, the 2016 Stock Incentive Plan and related equity award agreements and KSOP, as well as our Change in Control Severance Plan and Involuntary Termination Severance Plan for Officers, payments may be made to each of our named executive officers upon his or her termination of employment or a change in control (as defined in each plan) of the Company. See “Compensation Discussion and Analysis” and “Equity Compensation Plan Information” for a description of, and an explanation of, the specific circumstances that would trigger payments under each plan, agreement, or policy. The following table sets forth the estimated payments that would be made to each of our NEOs upon voluntary termination, including termination for good reason, termination not for cause, termination for cause, termination in connection with a change in control, and termination due to death or permanent disability. The payments would be made pursuant to the plans, agreements, or Company policies identified in the preceding paragraph. The information set forth in the table below assumes the termination event occurred on December 31, 2024. As discussed under “Amended Plans” above, in February 2025, the Company replaced the Change in Control Severance Plan by consolidating the Company’s two severance plans into a single plan, named the Amended Severance Plan. The following table does not reflect the terms and conditions of the Amended Severance Plan, which became effective after December 31, 2024. The actual amounts to be paid out can only be determined at the time of an executive’s separation from the Company and may differ materially from the amounts set forth in the table below. The amounts set forth in the table below do not reflect the withholding of applicable state and federal taxes.

  48. Potential Payments upon Termination or Change-in-Control

    | Name | Voluntary Resignation for Good Reason ($) | | Involuntary Termination | | Termination Without Cause or Resignation for Good Reason & Change in Control(3) ($) | Retirement, Death, Permanent Disability, or Resignation Without Good Reason ($) | | | | | Without Cause(1) ($) | For Cause ($) | | | | Joseph F. Hanna | | | | | | | | Non-Equity Incentive Plan | 850,000 | | 850,000 | — | 1,700,000 | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | | 1,125,916 | — | 8,821,928 | — | | Cash Severance | — | | 850,000 | — | 1,700,000 | — | | Continuation of Medical Benefits Under COBRA (present value) | — | | 24,687 | — | 49,374 | — | | Reasonable Outplacement Assistance | — | | 15,000 | — | 15,000 | — | | Total | 850,000 | — | 2,865,603 | — | 12,286,302 | — | | Keith E. Pratt | | | | | | | | Non-Equity Incentive Plan | 312,000 | | 312,000 | — | 624,000 | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | | 248,516 | — | 2,717,928 | — | | Cash Severance | — | | 520,000 | — | 1,040,000 | — | | Continuation of Medical Benefits Under COBRA (present value) | — | | 24,687 | — | 24,687 | — | | Reasonable Outplacement Assistance | — | | 15,000 | — | 15,000 | — | | Total | 312,000 | | 1,120,203 | — | 4,421,615 | — | | Philip B. Hawkins | | | | | | | | Non-Equity Incentive Plan | 270,000 | | 270,000 | — | 270,000 | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | | 135,994 | — | 1,528,198 | — | | Cash Severance | — | | 225,000 | — | 225,000 | — | | Continuation of Medical Benefits Under COBRA (present value) | — | | 35,255 | — | 35,255 | — | | Reasonable Outplacement Assistance | — | | 7,500 | — | 7,500 | — | | Total | 270,000 | | 673,749 | — | 2,065,953 | — | | Gilda Malek | | | | | | | | Non-Equity Incentive Plan | 220,000 | | 220,000 | — | 220,000 | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | | — | — | 767,197 | — | | Cash Severance | — | | 220,000 | — | 220,000 | — | | Continuation of Medical Benefits Under COBRA (present value) | — | | 23,640 | — | 23,640 | — | | Reasonable Outplacement Assistance | — | | 7,500 | — | 7,500 | — | | Total | 220,000 | | 471,140 | — | 1,238,337 | — | | Kristina Van Trease | | | | | | | | Non-Equity Incentive Plan | 210,000 | | 210,000 | — | 210,000 | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | | 105,619 | — | 1,173,901 | — | | Cash Severance | — | | 175,000 | — | 175,000 | — | | Continuation of Medical Benefits Under COBRA (present value) | — | | — | — | — | — | | Reasonable Outplacement Assistance | — | | 7,500 | — | 7,500 | — | | Total | 210,000 | | 498,119 | — | 1,566,401 | — |

  49. Potential Payments upon Termination or Change-in-Control

    Represents the severance payments and benefits that the NEOs would be entitled to if a termination without cause occurs prior to or after 12 months following a change in control under the Severance Plan including (i) one year of base salary for Messrs. Hanna and Pratt and six months of base salary for Mr. Hawkins and Mses. Malek and Van Trease, (ii) 12 months of COBRA coverage payable to the NEOs (and the NEO’s spouse and dependents, as applicable) and (iii) reasonable outplacement assistance. In addition, upon a termination without cause, under the 2024 Cash Bonus Plan, each NEO would be entitled to payment of the target bonus amount pro-rated based on the date of termination. There would not be any acceleration of equity awards if a termination without cause occurs prior to or after 12 months following a change in control. Assumes termination on the last day of the calendar year, with a closing NASDAQ Stock Market price of $111.82 per share on December 31, 2024. Under the Change in Control Severance Plan and the Severance Plan, as applicable, if a termination of employment without cause or a resignation for good reason within 12 months following a change in control of the Company, all unvested equity awards held by the NEOs would become fully vested. For the 2023 PSUs only, if the NEOs employment is terminated by the Company without cause (excluding due to death or disability), the PSUs shall immediately vest at target performance levels, and the percentage of vested PSUs earned would be prorated based on the number of days elapsed during the performance period prior to termination. For each NEO, the amount included represents (i) the value of 100% of their unvested RSUs, (ii) the value of 200% of their unvested 2022 PSUs based on actual performance for the performance period; and (iii) for the 2023 PSUs, prorated acceleration at target performance levels based on a termination event occurring on December 31, 2024. (3) Represents the severance payments and benefits that the NEOs would be entitled to under the Change in Control Severance Plan and the Severance Plan, as applicable, if a termination of employment without cause or a resignation for good reason within 12 months following a change in control of the Company, including (i) for Messrs. Hanna and Pratt, an amount equal to two times the sum of their annual base salary and annual target bonus for the year of termination, and for Mses. Malek and Van Trease and Mr. Hawkins, an amount equal to 6 months of their annual base salary, (ii) 24 months COBRA coverage payable to the CEOs and 12 months of COBRA coverage payable to other NEOs (and the NEO’s spouse and dependents, as applicable), (iii) reasonable outplacement assistance and (iv) full acceleration and vesting of all equity awards. In addition, upon a termination without cause or a resignation for good reason, under the 2024 Cash Bonus Plan, each NEO would be entitled to payment of the target bonus amount pro-rated based on the date of termination. CEO Compensation Pay Ratio We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create shareholder value. We monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. For 2024, the total compensation of Joseph F. Hanna, our President and Chief Executive Officer, of $5,477,843, as shown in the “Summary Compensation Table” above, (the “CEO Compensation”), was approximately 72 times the total compensation of a median employee of $75,926, calculated in the same manner. Our CEO to median employee pay ratio is calculated in accordance with the SEC’s rules pursuant to Item 402(u) of Regulation S-K. We identified the median employee by examining the 2024 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2024, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2024. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Treatment of Certain Compensation Elements Upon Termination Executive Severance Policy. We do not have employment agreements. The Compensation Committee has, however, established terms and conditions to address involuntary termination severance benefits for executive officer-level positions in connection with a change in control of the Company or otherwise. For details, see the “Change of Control Severance Plan” and “Involuntary Termination Severance Plan for Officers” and "Amended Plans" discussions within the “Compensation Discussion and Analysis” section of this Proxy Statement. Retirement Plan. All employees who participate in our KSOP are entitled to their vested amounts upon termination of their employment. Health and Welfare Benefit and Executive Benefits and Perquisites Continuation. An executive officer is not entitled to any continuation of his or her health and welfare benefits, executive benefits, or perquisites (other than pursuant to COBRA) following the termination of his or her employment, except that any executive officer employed with the Company for at least 10 years may remain on the Company’s health insurance policy after he or she retires from the Company, provided he or she pays 100% of the premiums. Long-Term Incentives. Except in the circumstances discussed above, an executive officer forfeits his or her stock options or unvested shares of restricted stock upon termination of employment and is not entitled to any continuation of vesting or acceleration of vesting with respect to his or her options or unvested restricted stock awards. The executive would be, however, entitled to exercise any vested options for a period of 90 days after termination and is entitled to continue to hold his or her shares of restricted stock that had previously vested (in the same manner as any other employee of the Company). In the event of a qualifying termination following a change in control, an executive officer is entitled to the acceleration of vesting with respect to all of his or her equity awards, consistent with the Change in Control arrangements described above.

  50. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive Compensation Actually Paid (“CAP”) (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. See “Executive Compensation” in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  51. Pay Versus Performance

    | | | | | | Year-end value of $100 invested on 12/31/2019 in: | | | | | Year | Summary Compensation Table Total for Joseph Hanna $ | Compensation Actually Paid to Joseph Hanna(1)(2)(3) $ | Average Summary Compensation Table Total for Non-CEO NEOs(4) $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3)(4) $ | MGRC $ | S&P 500 Industrials Index $ | Net Income (in millions) $ | Pre-Tax Income (in millions) $ | | 2024 | 5,337,471 | 4,343,165 | 1,409,629 | 1,263,606 | 162.65 | 176.44 | 231.7 | 313.6 | | 2023 | 4,771,898 | 8,501,597 | 1,249,999 | 1,755,679 | 171.07 | 150.20 | 174.6 | 151.2 | | 2022 | 3,121,167 | 4,871,184 | 1,029,825 | 1,480,971 | 138.54 | 127.15 | 115.1 | 150.0 | | 2021 | 3,261,680 | 4,386,308 | 969,855 | 1,277,750 | 110.13 | 134.52 | 89.7 | 121.8 | | 2020 | 2,668,399 | 1,108,518 | 857,107 | 360,892 | 90.04 | 111.06 | 102.0 | 132.0 |

  52. Pay Versus Performance

    (1) Deductions from, and additions to, total compensation in the “Summary Compensation Table” by year to calculate CAP include:

  53. Pay Versus Performance

    | | 2024 | | | | Joseph Hanna | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $5,337,471 | $1,409,629 | | Adjustments for Pension | | | | Adjustment Summary Compensation Table Pension | $— | $— | | Amount added for current year service cost | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | | Total Adjustments for Pension | $— | $— | | Adjustments for Equity Awards | | | | Adjustment for Grant Date Values in the Summary Compensation Table | $— | $— | | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(3,299,858) | $(624,812) | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $2,954,284 | $559,380 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(697,888) | $(89,433) | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(84,017) | $(15,534) | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $— | $— | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $133,172 | $24,377 | | Total Adjustments for Equity Awards | $(994,306) | $(146,023) | | Compensation Actually Paid (as calculated) | $4,343,165 | $1,263,606 |

  54. Pay Versus Performance

    The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that as of the end of 2024, the fair value calculations of the PSUs granted in 2022 assumed a payout at maximum, and the PSUs granted in 2023 assumed a payout between target and maximum, in each case as compared to the grant date fair value calculations which assumed a payout at target. Non-CEO NEOs reflect the average “Summary Compensation Table” total compensation and average CAP for the following executives by year: 2024: Pratt, Keith; Hawkins, Philip; Malek, Gilda; Van Trease, Kristina 2023: Pratt, Keith; Hawkins, Philip; Malek, Gilda; Van Trease, Kristina 2022: Pratt, Keith; Hawkins, Philip; Craft, Melodie; Van Trease, Kristina 2021: Pratt, Keith; Hawkins, Philip; Lieffrig, John; Craft, Melodie 2020: Pratt, Keith; Hawkins, Philip; Craft, Melodie; Van Trease, Kristina Most Important Performance Measures In our assessment, the most important performance measures used to link CAP (as calculated in accordance with the SEC rules) to Company performance are listed in the table below. The role of each of these performance measures in our executive compensation program is discussed in “Executive Compensation Program Design” in this Proxy Statement.

  55. Pay Versus Performance

    | Performance Measures | | Pre-Tax Income | | Adjusted EBITDA |

  56. Pay Versus Performance

    Descriptions of the Information Presented in the Pay Versus Performance Table The illustrations below compare CAP (as calculated in accordance with the SEC rules) and the following measures: (1) the Company’s cumulative TSR and the S&P 500 Industrials Index’s cumulative TSR; (2) the Company’s Net Income; and (3) the Company’s Pre-Tax Income Due to the mechanics of how CAP is calculated, fluctuations in stock price or TSR may have a greater impact on the CAP values than any single financial metric.