DEF 14A of Mcgrath Rentcorp, Apr 24, 2026

DEF 14A of Mcgrath Rentcorp

Filed Apr 24, 2026 · FY20250001193125-26-177073

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 seven (7) 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, Philip B. Hawkins, 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 2026 Annual Meeting, the shareholders will elect seven (7) directors. Messrs. Anderson, Dawson, Hanna, Hawkins, 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 2027, 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, Hawkins, Shuster, or Mses. Box or Conjeevaram will be unable or unwilling to serve as a nominee or as a director if elected.

  2. 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 annually. In 2024, 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 2025 compensation review cycle remuneration levels for our non-employee directors. The 2025 compensation described below was approved by the Board of Directors after considering Semler Brossy’s analysis and the recommendation 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 2025, 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 $15,000, 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, the Company's Chief Executive Officer and Director of the Company in 2025, received no additional compensation for his service as a director. These annual retainers are included in the “2025 Non-Employee Director Compensation Table” below. For fiscal year 2026, after considering Semler Brossy’s updated analysis and recommendations conducted in 2025 for the 2026 compensation review cycle, the Compensation Committee recommended, and the Board of Directors approved, no increase to the retainers for non-employee directors in 2026. Each non-employee director of the Company will receive the same annual retainer as described in the paragraph above for their service on the Company’s Board and its committees in the 2026 fiscal year. The Compensation Committee will review the updated analysis and recommendations from Semler Brossy for fiscal year 2027. 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. Hawkins 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 2024, 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 close price of $127.18 on February 21, 2025. The total equity compensation values can fluctuate slightly each year due to rounding. These 2025 RSU grants are included in the “2025 Non-Employee Director Compensation Table” in this Proxy Statement. Based on Semler Brossy’s 2025 analysis for the 2026 compensation review cycle, the Compensation Committee recommended, and the Board of Directors approved, an increase to the fair value of the 2026 equity grant of approximately $145,000. On February 27, 2026, the Board of Directors granted each non-employee director RSUs under the 2016 Plan 1,300 shares of the Company’s common stock with a vesting date of April 1, 2027. Each of these grants represented an equivalent total equity compensation of $144,235, based on the NASDAQ Stock Market closing price of $110.95 on February 27, 2026. 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, 2025.

  3. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  4. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Nicolas C. Anderson | $102,500 | $127,180 | $229,680 | | Kimberly A. Box | $119,000 | $127,180 | $246,180 | | Smita Conjeevaram | $110,000 | $127,180 | $237,180 | | William J. Dawson | $117,500 | $127,180 | $244,680 | | Bradley M. Shuster | $173,000 | $127,180 | $300,180 |

  5. 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 2025, 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 typically capped at 100% of target; however, the Compensation Committee may, upon the CEO’s recommendation, award amounts above target for exceptional performance. | | Long-Term Equity Incentives | • The Compensation Committee granted a mix of performance-based restricted stock units (“PSUs) and time-based RSUs in 2025 to retain key talent and build an ownership mentality for executive officers. • A target equity award is granted to each NEO commensurate with job responsibilities, market competitiveness, experience, and qualitative and quantitative performance factors. • PSUs utilize a multi-year performance period to link realized compensation to achievement of long-term financial performance. • In 2025, company-wide return on invested capital ("ROIC") and revenue achievement goals were used to measure performance achievement. RSUs align the executives with shareholder interests on increasing share value. | • In 2025, 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. • We believe this provides a balanced focus on both returns and growth over the three-year performance period. |

  6. 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 securities. No Pledging of Company Securities: Our employees and directors are prohibited from engaging in any pledging transaction with respect to Company securities. |

  7. 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 2025 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 2025 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” in the Proxy Statement 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. 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 2024, 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. The companies comprising the 2025 Compensation Peer Group are as follows:

  8. Compensation Discussion and Analysis

    In connection with Semler Brossy’s updated peer analysis in 2025, the Compensation Committee approved a revised Compensation Peer Group for 2026 compensation decisions. The Company’s peer group is reviewed and selected based on companies within a similar industry, geography, and financial profile. The Company’s peers were screened to approximate one-third to three times the Company’s revenue and market cap as of the time of review. Additional consideration is given to qualitative criteria, where companies who matched the screening criteria were holistically reviewed to determine whether they were seen as a reasonable comparator for the Company (on the basis of whether they are seen as talent competitors, have similar business characteristics, and operate adjacent to the Company’s industry). As a result, the Compensation Committee approved the removal of Stem, Inc. and Transcat, Inc. due to falling below the market cap screen. Mercury Systems and Willis Lease Finance were added to the peer group for 2026 compensation decisions. The revised Compensation Peer Group for 2026 is as follows:

  9. Compensation Discussion and Analysis

    Process of Setting and Approving Executive Compensation; Role of Chief Executive Officer The Compensation Committee approves annual compensation levels and equity awards to all of our executive officers. The process is described below: The five steps below describe the process of setting and approving executive compensation and the role of the Chief Executive Officer in a typical year. 1. The Compensation Committee reviews the independent compensation consultant’s analysis to evaluate for each executive officer (1) a target total compensation amount; (2) the appropriate allocation of base salary, annual bonus, and long-term equity incentive compensation; (3) the risk that any compensation element could have an adverse impact on the Company; and (4) if there should be any change to the forms of compensation to better align our executive officer’s interests with those of our shareholders. 2. For the Chief Executive Officer, the allocation of base salary, annual bonus, and long-term equity incentive compensation and the applicable performance target levels are determined by the Compensation Committee, in consultation with the Chairman of the Board of Directors and separately with all of the independent directors. The Chief Executive Officer has no role in setting his compensation. 3. For each of the other executive officers, the Chief Executive Officer recommends the allocation of base salaries, annual bonuses, and long-term equity incentive compensation and the applicable performance target levels. These recommendations are presented to the Compensation Committee for the Compensation Committee’s consideration and, if appropriate, approval. 4. Shortly after the end of the fiscal year, the Chief Executive Officer reviews the performance of each executive officer (other than himself) against his or her established personal objectives for the year and general management responsibilities and then determines the achievement level attained. At the end of the fiscal year, the Compensation Committee reviews the Chief Executive Officer’s performance. The Compensation Committee then determines, based on the market data and the Chief Executive Officer’s performance, and after consultation with the Chairman of the Board of Directors and separately with all independent directors, the compensation of the Chief Executive Officer. 2025 and 2026 Annual Base Salary The table below sets forth the annual base salary of each of our named executive officers in 2025 and 2026. Based on the performance results of 2024, the outlook for the Company in 2025 and 2026, the updated analysis conducted by the Compensation Committee’s compensation consultant, and Mr. Hanna’s input for the named executive officers other than himself, the Compensation Committee considered and approved the increased base salaries, due to merit and alignment with relevant market trends, for the named executive officers in 2025 and 2026, as shown in the table below.

  10. Compensation Discussion and Analysis

    (1) Mr. Hawkins succeeded Mr. Hanna as the President and Chief Executive Officer, effective April 3, 2026. His salary increase for 2026 reflects his promotion. (2) Ms. Van Trease’s base salary increase for 2026 was higher than her prior‑year increase as a result of the Compensation Committee’s recognition of her strong performance and significant contributions to the Company, as well as to further align her compensation within the applicable market range and support retention. 2025 Non-Equity Performance-Based Incentive Plan Compensation The 2025 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. 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 our NEOs, Messrs. Hanna, Hawkins, and Pratt and Mses. Malek and Van Trease, is based 100% on the Company’s Adjusted EBITDA. Adjusted EBITDA is calculated from results reported on the Company’s income statement. For a reconciliation of Adjusted EBITDA to the comparable GAAP measure, please reference the 2025 Annual Report. 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 2025, after considering input from Semler Brossy, and consistent with common practices in the market, the threshold for the 2025 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.

  11. Compensation Discussion and Analysis

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

  12. Compensation Discussion and Analysis

    | | | | | Adjusted EBITDA(1) | | | Individual Component(2) | | | | | | Name | 2025 Base | Target bonus as % of Base | 2025 Target Bonus $ | Wt. | % Earned | Payout $ | Wt. | % Earned | Payout $ | Total Payout $ | Total Payout as % of Target | | Joseph F. Hanna | $875,000 | 100.0% | $875,000 | 75.0% | 137.4% | $902,297 | 25.0% | 99.0% | $216,565 | $1,118,862 | 127.9% | | Keith E. Pratt | $540,000 | 60.0% | $324,000 | 45.0% | 137.4% | $334,108 | 15.0% | 100.0% | $81,000 | $415,108 | 128.1% | | Philip B. Hawkins | $500,000 | 60.0% | $300,000 | 45.0% | 137.4% | $308,342 | 15.0% | 89.0% | $66,531 | $374,872 | 125.0% | | Gilda Malek | $455,000 | 50.0% | $227,500 | 37.5% | 137.4% | $234,597 | 12.5% | 100.0% | $56,875 | $291,472 | 128.1% | | Kristina E. Van Trease | $380,000 | 60.0% | $228,000 | 45.0% | 137.4% | $235,113 | 15.0% | 98.0% | $55,860 | $290,973 | 127.6% |

  13. Compensation Discussion and Analysis

    | 2025 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 ($127.18 on February 21, 2025). • In 2025, Company executives were awarded performance based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”). • Approximately half of the executive’s long-term awards are in the form of PSUs contingent on the performance of three-year ROIC and revenue targets, emphasizing long-term financial performance. • The remaining half, consisting of time-based RSUs, support the retention of our management team and reward executives for sustained share price appreciation. |

  14. Compensation Discussion and Analysis

    | | | Performance-Vested RSUs | | | Time-Vested RSUs | | | | Name | Target LTI $ | % of Target LTI | # of Units Granted | $ Value | % of Target LTI | # of Units Granted | $ Value | | Joseph F. Hanna | $4,300,000 | 50% | 16,910 | $2,150,614 | 50% | 16,910 | $2,150,614 | | Keith E. Pratt | $2,350,000 | 50% | 9,240 | $1,175,143 | 50% | 9,240 | $1,175,143 | | Philip B. Hawkins | $800,000 | 50% | 3,150 | $400,617 | 50% | 3,150 | $400,617 | | Gilda Malek | $800,000 | 50% | 3,150 | $400,617 | 50% | 3,150 | $400,617 | | Kristina E. Van Trease | $400,000 | 50% | 1,570 | $199,673 | 50% | 1,570 | $199,673 |

  15. Compensation Discussion and Analysis

    Restricted Stock Units: The 2025 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 granted in 2025 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. 2023 Three-Year PSU Achievement:

  16. Compensation Discussion and Analysis

    | Name | 2023-2025 Actual Performance | 2023-2025 Target PSUs | 2023-2025 PSUs Earned | | Joseph F. Hanna | 159% | 16,310 | 25,967 | | Keith E. Pratt | 159% | 3,600 | 5,732 | | Philip B. Hawkins | 159% | 1,970 | 3,136 | | Gilda Malek(1) | — | — | — | | Kristina E. Van Trease | 159% | 1,530 | 2,436 |

  17. Compensation Discussion and Analysis

    (1) Ms. Malek was hired on March 21, 2023, and did not receive 2023 PSUs due to her hire date being after the 2023 PSU grant date. 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:

  18. 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 all common shares owned, including shares obtained or owned in the McGrath Employee Stock Ownership and 401(k) Plan (“KSOP”). Unvested time-based and performance-based RSUs are not considered in the holding requirement calculation. |

  19. 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 2026, 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 performance-based 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. Additionally, the Board of Directors has discretion to recoup time-based equity awards, if warranted by the underlying circumstances and the conduct of the executive officer(s). The Policy is posted on our website at www.mgrc.com under the Investors 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 section.

  20. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits Executive officers are entitled to and eligible only for the same fringe benefits for which all of our employees are eligible. We do not have programs in place to provide personal perquisites for any employee. Our healthcare and other insurance programs, including the programs’ participation costs, are the same for all eligible 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 from the Company, provided that such executive officer pays 100% of the premiums. Our annual matching contributions to the Company’s Employee Stock Ownership and 401(k) Plan (“KSOP”), expressed as a percentage of eligible wages, up to a stated percentage of eligible wages (and any discretionary contributions that we may make to the KSOP, expressed as a percentage of eligible wages), are also the same for all eligible employees, including each named executive officer, subject to all applicable Internal Revenue Service contribution limits and formulas for plans of these types. Furthermore, pursuant to the terms of the applicable RSU and PSU award agreements applicable for all employees who receive such awards, including our executive officers, we provide dividend equivalent payouts for vested RSUs and PSUs that were not factored into the grant date fair values of such RSUs and PSUs.

  21. Change in Control Arrangements

    Change in Control Arrangements In February 2025, the Board of Directors, in consultation with Semler Brossy, reviewed the Company’s Involuntary Termination Severance Plan for Officers and the Change in Control Severance Plan for our CEO and CFO, and approved consolidation of the two plans into the McGrath RentCorp Involuntary Termination Severance Plan for Officers (the “Amended Severance Plan”). The Board of Directors believes that the Amended Severance Plan is in the best interests of shareholders in helping to ensure (a) Company officers who are 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 Board of Directors 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. For the fiscal year ended December 31, 2025, all of our executive officers were selected by the Board of Directors to be covered by the Amended Severance Plan. Termination Without Cause Outside of a Change in Control Period Under the Amended Severance Plan, upon a termination by the Company without cause, as defined in the Amended Severance Plan, prior to a change in control or after 24 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, Pratt, and Hawkins, a lump sum cash severance payment equal to 18 months of base salary plus 150% of the executive's target annual cash bonus for the year in which termination occurs; and for Mses. Malek and Van Trease, a lump sum cash severance payment equal to 12 months of base salary plus 100% of the executive's target annual cash bonus for the year in which termination occurs; (b) medical benefits under COBRA for up to 18 months for Messrs. Hanna, Pratt, and Hawkins, and up to 12 months for Mses. Malek and Van Trease; (c) prorated vesting of RSUs and prorated vesting of PSUs at target performance levels, in each case prorated based on the number of days elapsed during the applicable vesting period; and (d) outplacement assistance in accordance with the applicable Company policies and guidelines in effect immediately prior to termination of employment. Termination Without Cause or Resignation for Good Reason During a Change in Control Period Under the Amended Severance Plan, upon a termination by the Company without cause or resignation by the NEO for good reason, as defined in the Amended Severance Plan, within 24 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, Pratt, and Hawkins, a lump sum cash severance payment equal to 24 months of base salary plus 200% of the executive’s target annual cash bonus for the year in which termination occurs; and for Mses. Malek and Van Trease, a lump sum cash severance payment equal to 18 months of base salary plus 150% of the executive’s target annual cash bonus for the year in which termination occurs; (b) medical benefits under COBRA for up to 24 months for Messrs. Hanna, Pratt, and Hawkins, and 12 months for Mses. Malek and Van Trease; (c) one hundred percent (100%) vesting of RSUs and one hundred percent (100%) vesting of PSUs at target performance levels; and (d) outplacement assistance in accordance with the applicable Company policies and guidelines in effect immediately prior to termination of employment. Upon his retirement from the Company on April 3, 2026, Mr. Hanna was not eligible for, and did not receive, any benefits under the Amended Severance Plan. Termination Due to Death or Disability Under the Amended Severance Plan, upon a termination of the NEO’s employment due to death or disability, as defined in the Amended Severance Plan, subject to a release of claims, the NEO, or their estate, is entitled to the following severance benefits: (i) one hundred percent (100%) vesting of RSUs, and (ii) one hundred percent (100%) vesting of PSUs at target performance levels.

  22. 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.

  23. 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.

  24. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning the compensation earned during the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, by each of our NEOs.

  25. Summary Compensation Table(1)

    Summary Compensation Table(1)

  26. 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 | 2025 | $875,000 | — | $4,301,228 | — | $1,118,862 | — | $224,543 | $6,519,633 | | Former President and Chief | 2024 | $850,000 | $300,000 | $3,299,858 | — | $887,613 | — | $140,372 | $5,477,843 | | Executive Officer | 2023 | $800,000 | — | $2,700,334 | — | $1,130,660 | — | $140,964 | $4,771,958 | | Keith E. Pratt | 2025 | $540,000 | — | $2,350,286 | — | $415,108 | — | $71,098 | $3,376,492 | | Executive Vice President, | 2024 | $520,000 | $40,000 | $1,150,329 | — | $325,806 | — | $62,175 | $2,098,310 | | Chief Financial Officer and | 2023 | $500,000 | — | $750,672 | — | $426,900 | — | $61,931 | $1,739,503 | | Assistant Corporate Secretary | | | | | | | | | | | Philip B. Hawkins | 2025 | $500,000 | — | $801,234 | — | $374,872 | — | $42,707 | $1,718,813 | | President and Chief Executive | 2024 | $450,000 | $40,000 | $499,600 | — | $444,434 | — | $42,364 | $1,476,398 | | Officer | 2023 | $380,000 | — | $410,784 | — | $363,546 | — | $43,613 | $1,197,943 | | Gilda Malek(6) | 2025 | $455,000 | — | $801,234 | — | $291,473 | — | $26,437 | $1,574,144 | | Senior Vice President, Chief Legal | 2024 | $440,000 | $40,000 | $499,600 | — | $229,735 | — | $18,955 | $1,228,290 | | Officer and Corporate Secretary | 2023 | $313,425 | — | $400,300 | — | $233,823 | — | — | $947,548 | | Kristina E. Van Trease | 2025 | $380,000 | — | $399,346 | — | $290,973 | — | $35,346 | $1,105,665 | | Senior Vice President, Chief | 2024 | $350,000 | $40,000 | $349,720 | — | $219,293 | — | $35,989 | $995,002 | | Strategy Officer | 2023 | $330,000 | — | $479,596 | — | $281,754 | — | $23,650 | $1,115,000 |

  27. 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 2024 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 but subsequently terminated. (3) The amounts in columns (e) and (f) reflect the aggregate grant date fair value amounts, in accordance with ASC 718, of awards granted pursuant to the 2016 Plan. RSUs were granted to our NEOs on February 21, 2025, with a grant date fair value of $2,150,614 for Mr. Hanna; $1,175,143 for Mr. Pratt; $400,617 for Mr. Hawkins; $400,617 for Ms. Malek; and $199,673 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 $127.18. The PSUs were granted to our NEOs on February 21, 2025, with a grant date fair value of $2,150,614 for Mr. Hanna; $1,175,143 for Mr. Pratt; $400,617 for Mr. Hawkins; $400,617 for Ms. Malek; and $199,673 for Ms. Van Trease, based on target level of performance. If the maximum level of performance were achieved, each NEO would earn 200% of the target number of PSUs awarded. Based on the closing price of our common stock on the grant date, the maximum value of the PSUs awarded to each NEO is as follows: Mr. Hanna — $4,301,228; Mr. Pratt — $2,350,286; Mr. Hawkins — $801,234; Ms. Malek — $801,234; and Ms. Van Trease — $399,345. 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, 2025, included in the 2025 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, 2025, and paid in 2026 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.

  28. Summary Compensation Table(1)

    | Name | Year | Employee Stock Ownership and 401(k) Plan Cash Contribution ($) | RSU and PSU Dividend Payments ($) | Total ($) | | Joseph F. Hanna | 2025 | $14,000 | $210,543 | $224,543 | | | 2024 | $13,800 | $126,572 | $140,372 | | | 2023 | $13,200 | $127,764 | $140,964 | | Keith E. Pratt | 2025 | $14,000 | $57,098 | $71,098 | | | 2024 | $13,800 | $48,375 | $62,175 | | | 2023 | $13,200 | $48,731 | $61,931 | | Philip B. Hawkins | 2025 | $14,000 | $28,707 | $42,707 | | | 2024 | $13,800 | $28,564 | $42,364 | | | 2023 | $13,200 | $30,413 | $43,613 | | Gilda Malek | 2025 | $14,000 | $12,437 | $26,437 | | | 2024 | $13,800 | $5,155 | $18,955 | | | 2023 | — | — | — | | Kristina E. Van Trease | 2025 | $14,000 | $21,346 | $35,346 | | | 2024 | $13,800 | $22,189 | $35,989 | | | 2023 | $13,200 | $10,450 | $23,650 |

  29. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  30. 2025 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph F. Hanna | | $546,875 | $875,000 | $1,531,250 | — | — | — | — | — | — | — | | | 02/21/2025 | — | — | — | 8,455 | 16,910 | 33,820 | 16,910 | — | — | $4,301,228 | | Keith E. Pratt | | $202,500 | $324,000 | $567,000 | — | — | — | — | — | — | — | | | 02/21/2025 | — | — | — | 4,620 | 9,240 | 18,480 | 9,240 | — | — | $2,350,286 | | Philip B. Hawkins | | $187,500 | $300,000 | $525,000 | — | — | — | — | — | — | — | | | 02/21/2025 | — | — | — | 1,575 | 3,150 | 6,300 | 3,150 | — | — | $801,234 | | Gilda Malek | | $142,188 | $227,500 | $398,125 | — | — | — | — | — | — | — | | | 02/21/2025 | — | — | — | 1,575 | 3,150 | 6,300 | 3,150 | — | — | $801,234 | | Kristina E. Van Trease | | $142,500 | $228,000 | $399,000 | — | — | — | — | — | — | — | | | 02/21/2025 | — | — | — | 785 | 1,570 | 3,140 | 1,570 | — | — | $399,345 |

  31. 2025 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” in this Proxy Statement for additional detail. The threshold assumptions assume achieving 90% of the profitability target and no achievement of the personal annual priorities. (2) On February 21, 2025, 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. In addition, each named executive officer also received a grant of PSUs which 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 Common Stock. The PSUs vest 100% at the end of the three-year performance period if the performance goal is satisfied. The amounts listed in this column reflect the maximum amount payable to the named executive officers under the terms of the PSUs pursuant to the Cash Bonus Plan. Each PSU vests and converts into no less than 50% and no more than 200% of one share of Common Stock amounts payable to the named executive officers. The amounts in the table above reflect the probable performance outcome of a maximum payout of 200%. See “Non-Equity Performance-Based Incentive Plan Compensation” for additional detail.

  32. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  33. 2025 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 | — | — | — | — | — | 3,197(1) | $335,461 | 16,310(4) | $1,711,408 | | | | | | | | 17,614(2) | $1,848,237 | — | $— | | | | | | | | 16,910(3) | $1,774,366 | 16,910(5) | $1,774,366 | | Keith E. Pratt | — | — | — | — | — | 1,201(1) | $126,021 | 3,600(4) | $377,748 | | | | | | | | 6,141(2) | $644,375 | — | $— | | | | | | | | 9,240(3) | $969,553 | 9,240(5) | $969,553 | | Philip B. Hawkins | — | — | — | — | — | 657(1) | $68,939 | 1,970(4) | $206,712 | | | | | | | | 2,667(2) | $279,848 | — | $— | | | | | | | | 3,150(3) | $330,530 | 3,150(5) | $330,530 | | Gilda Malek | — | — | — | — | — | 1,431(1) | $150,155 | — | $— | | | | | | | | 2,667(2) | $279,848 | — | $— | | | | | | | | 3,150(3) | $330,530 | 3,150(5) | $330,530 | | Kristina E. Van Trease | — | — | — | — | — | 511(1) | $53,619 | 1,530(4) | $160,543 | | | | | | | | 1,867(2) | $195,904 | — | $— | | | | | | | | 1,570(3) | $164,740 | 1,570(5) | $164,740 |

  34. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    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. 2) 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. 3) Represents RSUs granted on February 21, 2025, 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 2/21/26, 2/21/27, and 2/21/28. 4) 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. Represents PSUs granted on February 21, 2025, 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 2/21/28.

  35. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED

  36. 2025 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 | — | — | 31,394 | $3,937,020 | | Keith E. Pratt | — | — | 11,806 | $1,480,452 | | Philip B. Hawkins | — | — | 6,657 | $834,605 | | Gilda Malek | — | — | 2,763 | $326,807 | | Kristina E. Van Trease | — | — | 5,107 | $640,243 |

  37. 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 2023 calendar year (“2023 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 2023 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, 2025, based on a closing NASDAQ Stock Market price of $104.93 per share on December 31, 2025, the value of the 2023 PSUs that each NEO would be entitled to is shown in the table below. The acceleration and vesting of a portion of the 2023 PSUs occurs on a change in control and is not contingent on a NEO’s termination of employment. Pursuant to the terms of the agreements for the McGrath PSU awards granted during the 2025 calendar year (“2025 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 2025 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, 2025, based on a closing NASDAQ Stock Market price of $104.93 per share on December 31, 2025, the value of the 2025 PSUs that each NEO would be entitled to is shown in the table below. The acceleration and prorated vesting of a portion of the 2025 PSUs occurs on a change in control and is not contingent on an NEO's termination of employment.

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

    | | 2023 PSUs(2) | | 2025 PSUs | | | Name | Number of PSUs | Value of PSUs | Number of PSUs | Value of PSUs | | Joseph F. Hanna | 16,310 | $1,711,408 | 16,910 | $1,774,366 | | Keith E. Pratt | 3,600 | $377,748 | 9,240 | $969,553 | | Philip B. Hawkins | 1,970 | $206,712 | 3,150 | $330,530 | | Gilda Malek(1) | — | $— | 3,150 | $330,530 | | Kristina E. Van Trease | 1,530 | $160,543 | 1,570 | $164,740 |

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

    Ms. Malek was hired on March 21, 2023, and therefore was not granted PSUs in 2023. (2) In 2024, in connections with the proposed acquisition by WillScot, each NEO was awarded long-tem incentive compensation awards 100% in the form of RSUs, as opposed to the Company's historic practice of granting awards 50% in the form of RSUs and 50% in the form of PSUs. Therefore, no PSUs were issued in 2024. In 2025, the Company resumed its historical approach on equity grants. Under the terms of our Cash Bonus Plan, the 2016 Plan and related equity award agreements and KSOP, as well as our Amended 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” in this Proxy Statement 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 involuntary termination, including termination for good reason, termination not for cause, termination for cause, termination in connection with a change in control, termination due to retirement, 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, 2025. 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.

  40. 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(4) ($) | Death or Permanent Disability(5) ($) | | | | Without Cause(1) ($) | For Cause ($) | | | | | Joseph F. Hanna | | | | | | | | Non-Equity Incentive Plan | 875,000 | 1,312,500 | — | 1,750,000 | — | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | 3,712,164 | — | 7,443,839 | 1,014,327 | 7,443,839 | | Cash Severance | — | 1,312,500 | — | 1,750,000 | — | — | | Continuation of Medical Benefits Under COBRA (present value) | — | 37,030 | — | 49,373 | — | — | | Reasonable Outplacement Assistance | — | 15,000 | — | 15,000 | — | — | | Total | 875,000 | 6,389,194 | — | 11,008,212 | 1,014,327 | 7,443,839 | | Keith E. Pratt | | | | | | | | Non-Equity Incentive Plan | 324,000 | 486,000 | — | 648,000 | — | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | 1,294,493 | — | 3,087,250 | 554,193 | 3,087,250 | | Cash Severance | — | 810,000 | — | 1,080,000 | — | — | | Continuation of Medical Benefits Under COBRA (present value) | — | 37,030 | — | 49,373 | — | — | | Reasonable Outplacement Assistance | — | 15,000 | — | 15,000 | — | — | | Total | 324,000 | 2,642,523 | — | 4,879,624 | 554,193 | 3,087,250 | | Philip B. Hawkins | | | | | | | | Non-Equity Incentive Plan | 300,000 | 450,000 | — | 600,000 | — | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | 562,938 | — | 1,216,558 | 188,870 | 1,216,558 | | Cash Severance | — | 750,000 | — | 1,000,000 | — | — | | Continuation of Medical Benefits Under COBRA (present value) | — | 52,882 | — | 70,510 | — | — | | Reasonable Outplacement Assistance | — | 7,500 | — | 7,500 | — | — | | Total | 300,000 | 1,823,321 | — | 2,894,568 | 188,870 | 1,216,558 | | Gilda Malek | | | | | | | | Non-Equity Incentive Plan | 227,500 | 227,500 | — | 341,250 | — | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | 421,179 | — | 1,091,062 | 188,870 | 1,091,062 | | Cash Severance | — | 455,000 | — | 682,500 | — | — | | Continuation of Medical Benefits Under COBRA (present value) | — | 23,640 | — | 23,640 | — | — | | Reasonable Outplacement Assistance | — | 7,500 | — | 7,500 | — | — | | Total | 227,500 | 1,134,819 | — | 2,145,952 | 188,870 | 1,091,062 | | Kristina E. Van Trease | | | | | | | | Non-Equity Incentive Plan | 228,000 | 228,000 | — | 342,000 | — | — | | Accelerated Awards Under Equity Incentive Plans(2) | — | 421,399 | — | 793,481 | 94,150 | 793,481 | | Cash Severance | — | 380,000 | — | 570,000 | — | — | | Continuation of Medical Benefits Under COBRA (present value) | — | — | — | — | — | — | | Reasonable Outplacement Assistance | — | 7,500 | — | 7,500 | — | — | | Total | 228,000 | 1,036,899 | — | 1,712,981 | 94,150 | 793,481 |

  41. 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 24 months following a change in control under the Amended Severance Plan including (i) eighteen (18) months of base salary for Messrs. Hanna, Pratt, and Hawkins and twelve (12) months of base salary for Mses. Malek and Van Trease, (ii) annual cash bonus at 150% of target, prorated based on the date of termination for Messrs. Hanna, Pratt, and Hawkins and annual cash bonus at 100% of target, prorated based on the date of termination for Mses. Malek and Van Trease, (iii) 18 months of COBRA coverage payable to Messrs. Hanna, Pratt, and Hawkins and 12 months of COBRA coverage payable to Mses. Malek and Van Trease, (iv) reasonable outplacement assistance, and (v) vesting of RSUs and PSUs, the latter at target, prorated based on the number of days elapsed during the applicable vesting period. Assumes termination on the last day of the calendar year, with a closing NASDAQ Stock Market price of $104.93 per share on December 31, 2025. Under the Amended Severance Plan, if a termination of employment without cause or a resignation for good reason occurs within 24 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 159.2% of their unvested 2023 PSUs based on actual performance for the performance period; and (iii) for the 2025 PSUs, prorated acceleration at target performance levels based on a termination event occurring on December 31, 2025. No PSUs were awarded in 2024. (3) Represents the severance payments and benefits that the NEOs would be entitled to under the Amended Severance Plan if a termination of employment without cause or a resignation for good reason occurs within 24 months following a change in control of the Company, including (i) for Messrs. Hanna, Pratt, and Hawkins 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 an amount equal to 18 months of their annual base salary and target bonus for the year of termination, (ii) 24 months COBRA coverage payable to Messrs. Hanna, Pratt, and Hawkins and 18 months of COBRA coverage payable to Mses. Malek and Van Trease, (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 Company’s 2025 Cash Bonus Plan, each NEO would be entitled to payment of the target bonus amount prorated based on the date of termination. (4) Represents the treatment of outstanding equity awards upon an eligible retirement under the 2025 equity award agreements. The Company did not provide retirement‑related vesting for awards granted prior to 2025, and therefore no awards outstanding from prior grant years would vest upon retirement. Under the 2025 PSU agreement, if an NEO retires prior to the determination date, the PSUs remain outstanding and eligible to vest based on actual performance results, with the number of PSUs earned prorated based on the portion of the three‑year performance period completed prior to retirement. Under the 2025 RSU agreement, if an NEO retires prior to the third anniversary of the vesting commencement date, a prorated portion of the next‑scheduled tranche vests on the retirement date based on the number of days elapsed in the applicable vesting period, and all remaining unvested RSUs are forfeited. For purposes of the 2025 awards, “Retirement” is defined as voluntary termination at or after age 60 with at least five years of Company service and at least three months’ advance written notice of termination by the NEO to the Company. (5) Represents the treatment of outstanding equity awards upon a termination of employment due to death or disability under the 2025 equity award agreements. Under the 2025 PSU agreement, if an NEO’s employment terminates due to death or disability prior to the determination date, the PSUs immediately vest at target performance levels. Under the 2025 RSU agreement, if an NEO’s employment terminates due to death or disability prior to the third anniversary of the vesting commencement date, all unvested RSUs immediately vest in full. All vested awards are settled in accordance with their respective award agreements. 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 2025, the total compensation of Joseph F. Hanna, our then current President and Chief Executive Officer, of $6,519,633, as shown in the “Summary Compensation Table” above, (the “CEO Compensation”), was approximately 84 times the total compensation of a median employee of $77,715, 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 2025 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, 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 2025. 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 in Control Arrangements” 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.

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

    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.

  43. 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.

  44. Pay Versus Performance

    | | | | | | Year-end value of $100 invested on 12/31/2020: | | | | | Year | Summary Compensation Table Total for Joseph Hanna(4) $ | Compensation Actually Paid to Joseph Hanna(1)(2)(3)(4) $ | Average Summary Compensation Table Total for Non-CEO NEOs $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) $ | MGRC $ | S&P 500 Industrials Index $ | Net Income (in millions) $ | Pre-Tax Income (in millions) $ | | 2025 | 6,519,633 | 5,887,088 | 1,943,778 | 1,783,143 | 172.37 | 189.72 | 156.3 | 213.1 | | 2024 | 5,477,843 | 4,483,538 | 1,449,500 | 1,303,477 | 180.65 | 158.87 | 231.7 | 313.6 | | 2023 | 4,771,958 | 8,501,657 | 1,249,999 | 1,755,679 | 189.99 | 135.24 | 174.6 | 151.2 | | 2022 | 3,121,167 | 4,871,184 | 1,029,825 | 1,480,971 | 153.87 | 114.48 | 115.1 | 150.0 | | 2021 | 3,261,680 | 4,386,308 | 969,855 | 1,277,750 | 122.32 | 121.12 | 89.7 | 121.8 |

  45. Pay Versus Performance

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

  46. Pay Versus Performance

    | | 2025 | | | | Joseph Hanna | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $6,519,633 | $1,943,778 | | 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 | $(4,301,228) | $(1,088,025) | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $3,548,733 | $897,676 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(143,388) | $(30,457) | | 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 | $114,575 | $31,921 | | 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 | $148,763 | $28,250 | | Total Adjustments for Equity Awards | $(632,545) | $(160,635) | | Compensation Actually Paid (as calculated) | $5,887,088 | $1,783,143 |

  47. 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 2025, the fair value calculations of 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. (3) Non-CEO NEOs reflect the average “Summary Compensation Table” total compensation and average CAP for the following executives by year: 2025: Pratt, Keith; Hawkins, Philip; Malek, Gilda; Van Trease, Kristina 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 (4) The total compensation reported for Mr. Hanna for 2023 and 2024 has been revised to align with the Summary Compensation Table and compensation actually paid. These revisions correct a previous administrative error in the Pay Versus Performance table. 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.

  48. Pay Versus Performance

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

  49. 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 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.